Common use of Required Registrations Clause in Contracts

Required Registrations. (a) At any time after the first anniversary of the closing of the Subscription Agreements, the Investor may request, in writing, that the Company effect the registration on Form S-3 (or any successor form or any other registration statement form which the Company is eligible to use) of Registrable Shares owned by the Investor having an aggregate value of at least $5,000,000 (based on the then current market price or fair value). (b) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, effect the registration of all Registrable Shares which the Company has been requested to so register. (c) If the Initiating Holder intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (e) The Company shall not be required to effect more than one registration pursuant to Section 2.1(a). For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws its request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (f) If at the time of any request to register Registrable Shares by the Initiating Holder pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or 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, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Required Registrations. (a) 6.1.1 At any time after following the first fifth anniversary of the closing date of the Subscription Agreementsthis Agreement, the Investor SkyTerra Investors, on the one hand, or the DTVG Investors, on the other, may request, in writing, that the Company effect the a registration on Form S-3 S-1 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares Securities owned by such Investor or Investors provided that the Investor having an aggregate value public offering price (before deduction of underwriters' discounts and commissions) of the LLC Interests or other equity of the Company offered in such registration equals or exceeds $50 million. In addition, at least $5,000,000 (based any time following the date that the Company has consummated a public offering of its equity securities pursuant to a Registration Statement, the SkyTerra Investors, on the then current market price one hand, or fair value). the DTVG Investors, on the other, may request, in writing, that the Company effect a registration on Form S-1 (bor any successor form) of Registrable Securities owned by such Investor. If the Investors initiating the registration intend to distribute the Registrable Securities by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Investors to participate in such registration shall be conditioned on such Investors' participation in such underwriting. Upon receipt of any request for registration pursuant to this Section 2such request, the Company shall promptly give written notice of such proposed registration to all other StockholdersInvestors. Such Stockholders other Investors shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration all or a part of their Registrable Securities as such Investors may request in such notice of election. All Investors proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with an underwriter or underwriters that are mutually agreeable to the Company and the Investors including Registrable Securities in such offering. Thereupon, the Company shall, at its own expense and as expeditiously as possible, use its best efforts to effect the registration, on Form S-1 (or any successor form), of all Registrable Securities that the Company has been requested so to register. 6.1.2 At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings, hereinafter, "Form S-3"), each of (i) the SkyTerra Investors and (ii) the DTVG Investors holding Registrable Securities will have the right to require the Company to effect a registration on Form S-3 of Registrable Securities provided that the aggregate public offering price (before deduction of underwriters' discounts and commissions) of the LLC Interests or other equity of the Company offered in such registration equals or exceeds $10 million (or such lesser amount to the extent that such Investor(s) do not own LLC Interests or other equity securities that equal or exceed $10 million). Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Investors. Such other Investors shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares Securities as such Stockholders Investors may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 of all Registrable Shares which Securities that the Company has been requested to so register. 6.1.3 The Company shall be required to effect not more than (ca) If five (5) registrations initiated by the Initiating Holder intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made SkyTerra Investors pursuant to Section 2.1(a)6.1.1 above, and or (b) five (5) registrations initiated by the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration DTVG Investors pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth herein6.1.1 above. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (e) The Company shall not be required to effect more than one (1) registration under this Section 6.1 in any six (6) month period. Each request for registration pursuant to Section 2.1(a)6.1.1 shall be deemed satisfied only when a registration statement covering all Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified in such notices, has become effective and, if the method of disposition is a firm commitment underwritten public offering all of the Registrable Securities covered thereby shall have been sold pursuant thereto. For purposes of A requested registration under this Section 2.1(e)6.1 may be rescinded by written notice to the Company by the holders requesting such registration and such rescinded registration shall not count as a registration statement initiated pursuant to this Section 6.1, a if such holders shall have reimbursed the Company for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration. Except for Registration Statements on Form ▇-▇, ▇-▇ or another form not available for registering securities for sale to the public, or any successor thereto, and subject to Section 6.1.4 herein, the Company will not, without the consent of all of the Investors, file with the Commission any other Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws with respect to its request for such registration (LLC Interests or other than as a result of information concerning the business or financial condition equity interests of the Company which is made known to the Stockholders after whether for its own account or that of other Investors, from the date on which such registration was requested) and elect not to pay the Registration Expenses therefor of receipt of a notice from requesting Investors pursuant to Section 2.4)6.1.1 until the completion of the period of distribution of the securities contemplated thereby. (f) 6.1.4 If at the time of any request to register Registrable Shares by the Initiating Holder Securities pursuant to this Section 2.16.1.2, the Company (a) is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering or as to which the Investors may include Registrable Securities pursuant to Section 6.2, (b) is engaged in any other activity whichthat the Company certifies, in the good faith determination of the Company's Board of DirectorsManagers, would be adversely affected by the requested registration to the material detriment of the Company or (c) the request to register pursuant to Section 6.1.2 is in a jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process to effect such registration, then the Company may at its option direct that such request be delayed for a period of at least ninety (90) days and not in excess of 90 to exceed one hundred fifty (150) days from the effective date of such requestoffering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any twelve (12-) month period. 6.1.5 In connection with any offering under this Section 6.1 involving an underwriting, if the representative of the underwriters advises the Investors in writing that marketing factors require a limitation on the securities to be so underwritten, the securities which the Company and/or other Persons have requested to be so included, if any, shall be entirely excluded from such registration and underwriting, and the number of Registrable Securities to be included in the registration and underwriting shall thereafter be allocated pro rata among the Investors based upon their total ownership of LLC Interests or other equity interests; provided, however, that such allocation shall not operate to reduce the aggregate number of securities to be included in such registration, if any Investor does not request inclusion of the maximum number of Registrable Securities allocated to such Investor pursuant to the above-described procedure, in which case the remaining portion of such Investor's allocation shall be reallocated among those Investors whose allocations did not satisfy their requests, pro rata on the basis of the LLC Interests or other equity interests which would be held by such Investors. This procedure shall be repeated until all of the securities which may be included in the registration on behalf of the requesting Investors have been so allocated.

Required Registrations. (a) At any time after 180 days following the first anniversary Initial Public Offering, a Common Stockholder or Common Stockholders holding in the aggregate at least a majority of the closing Registrable Shares then outstanding may request, in writing, that the Company effect the registration on Form S-1 or, after the Company becomes eligible to use such form, Form S-2 (or any successor form) of Registrable Shares owned by such Common Stockholder or Common Stockholders. Except as provided in Section 2.1(c), the Company shall not register any additional shares of stock of the Subscription AgreementsCompany on a Registration Statement at the same time as a demand registration pursuant to this Section 2.1(a) without the prior written consent of the holders of at least a majority of the Registrable Shares to be included in the demand registration. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Major Investor or Major Investors holding, in the Investor aggregate, not less than 1,000,000 Registrable Shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the date hereof) may request, in writing, that the Company effect the registration on Form S-3 (or any successor form or any other registration statement form which the Company is eligible relating to use) of Registrable Shares owned by the Investor having an aggregate value of at least $5,000,000 (based on the then current market price or fair valuesecondary offerings). (bc) Upon receipt of any request for registration pursuant to this Section 22.1(a), the Company shall promptly give written notice of such proposed registration to all other StockholdersCommon Stockholders in accordance with Section 6.1. Upon receipt of any request for registration pursuant to Section 2(b), the Company shall promptly give written notice of such proposed registration to all other Major Investors in accordance with Section 6.1. Such Common Stockholders or Major Investors, as applicable, shall have the right, by giving written notice notice, to the Company within 30 days after the Company provides its registration notice, to elect to have included in such registration such the number of their Registrable Shares as such Common Stockholders or Major Investors, as applicable, may request in such notice of election, subject in the case of an underwritten offering to the approval terms of the managing underwriter as provided in Section 2.1(c) below2.1(d). Thereupon, the Company shall, as expeditiously as possible, use its best commercial efforts to effect the registration on an appropriate Registration Statement of all Registrable Shares which that the Company has been requested to so register; provided however, that in the case of a registration requested under Section 2.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form). (cd) If the Initiating Holder intends Holders intend to distribute the Registrable Shares covered by its their request by means of an underwriting, it they shall so advise the Company as a part of its their request made pursuant to Section 2.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1(b2.l(c). The In such event, (i) the right of any other Common Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a2.l(a) and the right of any other Major Investor to include its Registrable Shares in such registration pursuant to Section 2.l(b), as the case may be, shall be conditioned upon such other Stockholders' Common Stockholder's or Major Investor's participation in such underwriting on the terms set forth herein. If the Company desires that any officers , and (ii) all Common Stockholders or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitledMajor Investors, by contract withas applicable, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders including Registrable Shares in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in upon customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) terms with the underwriter or underwriters managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a2.l(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. If any Common Stockholder or Major Investor, as applicable, who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such person may elect, by written notice to the Company, to withdraw its Registrable Shares from such registration and underwriting. In an underwritten offering, if the managing underwriter advises the Company in writing that market factors require a limitation on the number of shares to be underwritten, the number of Registrable Shares to be included in the Registration Statement and underwriting shall be allocated among all Common Stockholders or Major Investors, as applicable, requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a) or (b), as the case may be. If any Common Stockholder or Major Investor, as applicable, would thus be entitled to include more Registrable Shares than such Common Stockholder or Major Investor requested to be registered, the excess shall be allocated among other requesting Common Stockholders or Major Investors, as applicable, pro rata in the manner described in the preceding sentence. (e) The Company shall not be required to effect more than one registration two (2) registrations requested by the Common Stockholders pursuant to Section 2.1(a)paragraph (a) above. In addition, the Company shall not be required to effect any registration (other than on Form S-3 or any successor form) within one hundred twenty (120) days after the effective date of any other Registration Statement of the Company or within one hundred eighty (180) days after the effective date of the Registration Statement for the Initial Public Offering of the Company's Common Stock. For purposes of this Section 2.1(e), a Registration Statement shall not be counted (i) until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws its Holders withdraw their request for such registration (other than as a result of information concerning a materially adverse change in the business business, properties, assets or condition (financial condition or otherwise) of the Company which is made known to the Common Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)2.5) or (ii) if (A) less than sixty percent (60%) of the total number of Registrable Shares that Common Stockholders have requested to be included in such Registration Statement are sold (in the case of a Registration Statement for an underwritten offering) or included in such Registration Statement at the time it is declared effective (in the case of a Registration Statement for an "at the market" secondary offering or a shelf registration) or (B) the Company or any other person registers additional shares of stock of the Company on a Registration Statement at the same time as a demand registration pursuant to this Section 2.1, except (x) as required by Section 2.1(c) or (y) a Registration Statement on Form S-8, Form S-4, or any similar or successor form. (f) If at the time of any ▇▇▇▇ ▇▇ ▇▇▇ request to register Registrable Shares by the Initiating Holder pursuant to this Section 2.1, 2.1 the Company is engaged or has plans to engage in a registered public offering or 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, then the Company may at its option direct that such request be delayed for a period not in excess of 90 ninety (90) days from the effective date of such request, provided that such right to delay a request to may not be exercised by the Company not more than once in any 12-twelve month period, and the Company shall thereafter promptly file a Registration Statement and cause such Registration Statement to become effective as soon as possible after filing.

Required Registrations. (a) At any time after the first anniversary earlier of January 15, 2006 or the Company’s Initial Public Offering, an Institutional Stockholder or Stockholders holding in the aggregate at least 40% of the closing of the Subscription Agreements, the Investor Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 S-1 or Form S-2 (or any successor form or any other registration statement form which the Company is eligible to useform) of the Registrable Shares owned by the Investor such Institutional Stockholder or Stockholders having an aggregate value offering price of at least $5,000,000 7,500,000 (based on the then current market price or fair value). (b) . If the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Institutional Stockholders to participate shall be conditioned on such Stockholders’ participation in such underwriting. Upon receipt of any request for registration pursuant to this Section 2such request, the Company shall promptly give written notice of such proposed registration to all other Institutional Stockholders. Such Stockholders Stockholder shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Institutional Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, subject because of marketing factors, all of the Registrable Shares requested to be registered by all Institutional Stockholders may not be included in the case offering, then all Institutional Stockholders who have requested registration shall participate in the registration pro rata based upon the number of an underwritten offering Registrable Shares which they have requested to be so registered. If the approval underwriter has not limited the number of Registrable Shares to be underwritten, the managing Company may include securities for its own account (or for the account of other stockholders) in such registration if the underwriter as provided so agrees and if the number of Registrable Shares that would otherwise have been included in Section 2.1(c) belowsuch registration and underwriting will not thereby be limited. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-1 or Form S-2 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), an Institutional Stockholder or Stockholders holding in the aggregate at least 25% of the Registrable Shares may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the then current public market price). Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all the Institutional Stockholders. Such stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Institutional Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Institutional Stockholders may not be included in the offering, then all such Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. If the underwriter has not limited the number of Registrable Shares to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration if the underwriter so agrees and if the number of Registrable Shares that would otherwise have been included in such registration and underwriting will not thereby be limited. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register. (c) If the Initiating Holder intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (e) The Company shall not be required to effect more than one registration two registrations pursuant to Section 2.1(a)paragraph (a) above or more than three registrations pursuant to paragraph (b) above. For purposes of this Section 2.1(e)In addition, a Registration Statement the Company shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws its request for such required to effect any registration (other than as a result on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of information concerning the business or financial condition any other Registration Statement of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)Company. (fd) If at the time of any request to register Registrable Shares by the Initiating Holder pursuant to this Section 2.19.1, the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering as to which the Institutional Stockholders may include Registrable Shares pursuant to Section 9.2 or 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 registrationregistration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days six months from the effective date of such offering or the date of commencement of such requestother material activity, as the case may be, such right to delay a request to may not be exercised by the Company not more than once in any 12two-month year period.

Required Registrations. (a) At any time after the first anniversary earlier of December 31, 1998 or the closing of the Subscription AgreementsCompany's first Qualified Public Offering, holders of in the Investor aggregate at least 35% of the Registrable Shares may request, in writing, that the Company effect Page 65 of 117 Pages the registration on Form S-3 S-1 or Form S-2 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by the Investor such holders having an aggregate value offering price of at least $5,000,000 2,000,000 (based on the then current market price or fair value). , provided that, to the extent the Company is eligible to effect a registration or qualification on Form S-3 (b) or any successor Form), the Company shall be entitled to use such Form S-3 in lieu of Form S-1 or S-2. If the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the holders of a majority of the Registrable Shares to be sold in such offering may designate the managing underwriter of such offering, such managing underwriter to be reasonably acceptable to the Company. In the event such registration is underwritten, the right of other holders of Registrable Shares to participate shall be conditioned on such other holders' participation in such underwriting. Upon receipt of any request for registration pursuant to this Section 2such request, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders holders of Registrable Shares and all such holders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders holders may request in such notice of election, subject in the case of an underwritten offering to the approval of the underwriter managing underwriter the offering as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-1 or Form S-2 (or any successor form), or Form S-3 (or any successor form) to the extent the Company is eligible to effect a registration or qualification on such Form S-3 and so elects, of all Registrable Shares which the Company has been requested to so register. (cb) If At any time after the Initiating Holder intends Company becomes eligible to distribute file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), holders of in the aggregate at least 35% of the Registrable Shares covered by its may request by means of an underwritingthe Company, it shall so advise in writing, to effect the Company as a part of its request made pursuant to Section 2.1(aregistration on Form S-3 (or such successor form), and of Registrable Shares having an aggregate offering price of at least $500,000 (based on the current public market price). Upon receipt of any such request, the Company shall include such information in its promptly give written notice referred of such proposed registration to in Section 2.1(b). The right all holders of any other Stockholder to include its Registrable Shares in and all such registration pursuant holders shall have the right, by giving written notice to Section 2.1(a) shall be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of within 30 days after the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereofprovides its notice, to elect to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders such of their Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion as such holders may request in such registration as provided above disapproves notice of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registrationelection. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwrittenThereupon, the Company may include securities for shall, as expeditiously as possible, use its own account in best efforts to effect the registration on Form S-3, or such registration if the managing underwriter so agrees and if the number successor form, of all Registrable Shares and other securities which would otherwise have the Company has been included in such registration and underwriting will not thereby be limitedrequested to register. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (ec) The Company shall not be required to effect more than one registration two registrations pursuant to Section 2.1(a). For purposes of this Section 2.1(e)paragraph (a) above or more than four registrations pursuant to paragraph (b) above, provided, however, that the Company's -------- ------- obligations shall be deemed satisfied only when a Registration Statement covering all shares of Registrable Shares specified in notices received as aforesaid (or such lower number of shares as the managing underwriter shall require under paragraph (e)), for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto (other than shares provided for in over-allotment option(s)). In addition, the Company shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws its request for such required to effect any registration (other than as to a result public offering that is not underwritten on Form S-3 or any successor Form) within six months after the effective date of information concerning the business or financial condition any other Registration Statement of the Company. (d) Notwithstanding any other provision of this Agreement, the Company which is agrees that as soon as practicable after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), the Company shall prepare and file with the Commission a "shelf" registration statement (the "Shelf Registration Statement") on the appropriate form for an offering to be made known on a continuous basis pursuant to Rule 415 under the Stockholders Securities Act (or such successor rule or similar provision then in effect) covering all of the Registrable Securities. The Company shall use its best efforts to have the Shelf Registration Statement declared effective as soon as practicable after filing with the Commission and to keep the Shelf Registration Statement continuously effective through the third anniversary of the date on which the Shelf Registration Statement is declared effective. The Company agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by the rules, regulations or instructions applicable to the registration forms used by the Company for the Shelf Registration Statement or by the Securities Act, and the Company agrees to furnish to all holders of Registrable Securities copies of any such registration was requested) and elect not supplement or amendment prior to pay its being used and/or filed with the Commission. Each holder of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities held by such holder from the Shelf Registration Expenses therefor Statement at any time prior to the effective date of the Shell Registration Statement. If any holder of Registrable Securities so elects, the offering of Registrable Securities pursuant to Section 2.4)the Shelf Registration Statement shall be in the form of an underwritten offering. If they so elect, the holders of Registrable Securities participating in such Shelf Registration Statement shall select one or more nationally recognized firms of investment bankers to act as the book-running managing underwriter or underwriters in connection with such offering and shall select any additional investment bankers and mangers to be used in connection with the offering. (fe) If at the time of any request to register Registrable Shares by the Initiating Holder pursuant to this Section 2.112.1, the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering as to which the Stockholders may include Registrable Shares pursuant to Section 12.2, subject to the limitations set forth therein, or 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 registrationregistration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days six months from the effective date of such offering or the date of commencement of such requestother material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12two-month year period. (f) Notwithstanding any other provision of this Section 12.1, if the managing underwriter advises the holders of Registrable Shares initiating the registration in writing that marketing factors require a limitation of the number of shares to be underwritten, then the holders of Registrable Shares initiating the registration shall so advise all holders of Registrable Shares which would otherwise be included in the underwriting and the number of Registrable Shares that may be included in the underwriting shall be allocated among all such holders of Registrable Shares, including the holders of Registrable Shares initiating the registration, in proportion (as nearly as practicable) to the amount of Registrable Shares of the Company owned by each such holder. If the managing underwriter does not limit the number of Registrable Shares to be underwritten, the Company or other holders of securities of the company who have registration rights similar to those set forth in this Section 12.1 may include Common Stock for their respective accounts in such registration if the managing underwriter states that such inclusion would not adversely affect the offering of Registrable Shares and if the number of Registrable Shares which would otherwise have been included in such registration and underwriting will not thereby be limited or reduced. (g) Except as set forth in paragraph (d) above and except for Registration Statements on Form S-4 or Form S-8 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 Subsection 12.1 until the completion of the period of distribution of the registration contemplated thereby; provided, however, that -------- ------- this limitation shall apply only to the two registrations pursuant to paragraph (a) above.

Required Registrations. 4.1. Subject to the last sentence of Section 4.3, within 90 days following written notice from a Preferred Stockholder or Stockholders holding not less than thirty-five percent (a35%) At any time after the first anniversary of the closing of the Subscription Agreementsthen outstanding Preferred Registrable Shares, the Investor may request, in writing, that the Company shall effect the registration of such Preferred Registrable Shares on Form S-3 S-1 or Form S-2 (or any successor form forms) or other appropriate Registration Statement designated by such Preferred Stockholder or Stockholders. Subject to the last sentence of Section 4.3, within 90 days following written notice from a Common Stockholder or Stockholders holding not less than thirty-five percent (35%) of the then outstanding Common Registrable Shares, the Company shall effect the registration of such Common Registrable Shares on Form S-1 or Form S-2 (or any successor forms) or other registration statement form which the Company is eligible to use) of Registrable Shares owned appropriate Registration Statement designated by the Investor having an aggregate value of at least $5,000,000 (based on the then current market price such Common Stockholder or fair value). (b) Upon receipt of any request for Stockholders. Any demand registration pursuant to this Section 24.1 must be underwritten on a firm commitment basis by an investment banker of recognized national or regional standing in the United States. The right of other Stockholders to participate in such underwritten registration shall be conditioned on such Stockholders' participation in such underwriting upon the same terms and conditions. Upon receipt of any such request, the Company shall promptly give written notice of 5 6 such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the underwriter managing underwriter as provided in Section 2.1(c) belowthe offering. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration registration, on Form S-1 or Form S-2 (or any successor form) or such other appropriate Registration Statement designated by such Stockholder or Stockholders, of all Registrable Shares which the Company has been requested to so register. 4.2. At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (cor any successor form relating to secondary offerings), (i) If a Preferred Stockholder or Stockholders holding not less than thirty-five percent (35 %) of the Initiating Holder intends to distribute the then outstanding Preferred Registrable Shares covered by its may request by means of an underwritingthe Company, it shall so advise the Company as a part of its request made pursuant in writing, to Section 2.1(aeffect registration on Form S-3 (or such successor form), and of Preferred Registrable Shares or (ii) a Common Stockholder or Stockholders holding not less than thirty-five percent (35 %) of the then outstanding Common Registrable Shares may request the Company, in writing, to effect registration on Form S-3 (or such successor form), of Common Registrable Shares. Upon receipt of either or both such requests, the Company shall include such information in its promptly give written notice referred of such proposed registration(s) to in Section 2.1(b)all Stockholders. The right of any other Stockholder Such Stockholders shall have the right, by giving written notice to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of within thirty days after the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereofprovides its notice, to elect to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders such of their Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion as such Stockholders may request in such registration as provided above disapproves notice of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a)election, subject to the approval of the Companyunderwriter managing the offering. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration, on Form S-3 (or such successor form), of all Registrable Shares which approval will not be unreasonably withheldthe Company has been requested to so register. (e) 4.3. The Company shall not be required to effect more than one registration pursuant to the first sentence or second sentences of Section 2.1(a)4.1 or more than one registration pursuant to clauses (i) or (ii) of Section 4.2. For purposes of this Section 2.1(e)In addition, a Registration Statement the Company shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws its request for such required to effect any registration (other than as a result on Form S-3 or any successor form relating to secondary offerings, if available) within six months after the effective date of information concerning the business or financial condition any other Registration Statement of the Company which is made known Company. 4.4. A registration pursuant to the first or second sentence of Section 4.1 shall not count for purposes of the limitation set forth in Section 4.3 (i) unless the offering becomes effective and the requesting Stockholders after are able to sell at least 75% of the date on which such registration was requested) and elect not Registrable Shares sought to pay be included in the Registration Expenses therefor pursuant to Section 2.4). or (fii) If at the time of any request to register Registrable Shares by the Initiating Holder pursuant to this Section 2.1, if the Company is engaged or has fixed plans within 30 days of the time of the request to engage engage, in a registered public offering or is engaged in any other activity whichas to which the Stockholders may include Registerable Shares pursuant to Section 4.5. In the event of a clause (ii) of this Section 4.4 occurrence, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be 7 delayed for a period not in excess of 90 days six months from the effective date of such requestoffering, any such right to delay a request to be exercised by the Company not more than once in any 12two-month year period.

Required Registrations. (a) At any time after six (6) months after the first anniversary effective date of the closing of the Subscription AgreementsIPO, the Investor Required Holders may request, in writing, on up to two (2) separate occasions, that the Company effect the a registration on Form S-3 S-1 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares. If the Required Holders intend to distribute the Registrable Shares owned by means of an underwriting, they shall so advise the Investor having an aggregate value Company in their request. In the event such registration is underwritten, the right of at least $5,000,000 (based other Investors to participate in such registration shall be conditioned on the then current market price or fair value). (b) such Investors’ participation in such underwriting. Upon receipt of any such request for registration pursuant to this Section 2from the Required Holders, the Company shall promptly give written notice of such proposed registration to all other StockholdersInvestors. Such Stockholders other Investors shall have the right, by giving written notice to the Company within 30 thirty (30) days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders Investors may request in such notice of election, subject . All Investors proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement in the case of customary form with an underwritten offering underwriter or underwriters that is mutually agreeable to the approval Company and the Investors holding a majority-in-interest of the managing Registrable Shares that the Investors requested for inclusion in such registration. The Company shall, at its own expense and as expeditiously as possible, use commercially reasonable efforts to effect the registration, on Form S-1 (or any successor form), of all Registrable Shares that the Company has been requested to so register. If the underwriter advises the Company that, in its good faith view, marketing factors require a limitation of the number of shares to be underwritten, then the Company shall exclude from such registration (i) first, securities held by any Person who does not have any contractual rights to cause the Company to register such securities, (ii) second, securities held by any Person with such contractual rights other than those granted under this Agreement and (iii) third, Registrable Shares held by the Investors pro rata among such Investors on the basis of the respective number of Registrable Shares requested to be included in such registration. If any registration statement requested pursuant to this Section 6.1(a) does not become effective or, after any registration statement requested pursuant to this Section 6.1(a) becomes effective, less than fifty percent (50%) of the Registrable Shares requested to be included in such registration have been sold thereunder, the request for such registration shall not be included as provided one of the registrations that may be requested pursuant to this Section 6.1(a) and shall be at the sole expense of the Company. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings, hereinafter, “Form S-3”), the Investors will have the right to require the Company to effect Registration Statements on Form S-3 of Registrable Shares having a minimum gross proceeds in Section 2.1(ceach registration on Form S-3 of at least $2,500,000. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all other Investors. Such other Investors shall have the right, by giving written notice to the Company within thirty (30) belowdays after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Investors may request in such notice of election. Thereupon, the Company shall, as expeditiously as possible, use commercially reasonable efforts to effect the registration on Form S-3 of all Registrable Shares which that the Company has been requested to so register. (c) If Notwithstanding the Initiating Holder intends to distribute the Registrable Shares covered by its request by means of an underwritingforegoing obligations, it shall so advise if the Company as furnishes to Investors requesting a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to this Section 2.1(a) shall 6.1 a certificate signed by the Company’s President stating that in the good faith judgment of the Company’s Board of Directors it would be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth herein. If materially detrimental to the Company desires that any officers and its stockholders for such registration statement to either become effective or directors of the Company holding securities of the Company remain effective for as long as such registration statement would otherwise be included in any registration for an underwritten offering requested pursuant required to Section 2.1(cremain effective, because such action would (i) or if other holders of securities of the Company who are entitledmaterially interfere with a significant acquisition, by contract withcorporate reorganization, or other instrument executed by, similar transaction involving the Company; (ii) require premature disclosure of material information that the Company prior to the date hereof, to have securities included in such has a registration bona fide business purpose for preserving as confidential; or (the "Other Holders"iii) request such inclusion, render the Company may include unable to comply with requirements under the securities of such officersSecurities Act or Exchange Act, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises then the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder shall have the right to select the managing underwriter(s) defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval a period of the Company, which approval will not be unreasonably withheld. (e) The Company shall not be required to effect more than one registration pursuant to Section 2.1(a). For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by hundred twenty (120) days after the Commission (unless the Initiating Holder withdraws its request for such registration (other than as a result of information concerning the business or financial condition of the Company which Investors is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (f) If at the time of any request to register Registrable Shares by the Initiating Holder pursuant to this Section 2.1given; provided, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity whichhowever, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration, then that the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such invoke this right to delay a request to be exercised by the Company not more than once in any twelve (12-) month period.

Required Registrations. (a) At any time after the first anniversary of the closing of the Subscription AgreementsInitial Public Offering, a Stockholder or Stockholders (other than PRP) holding in the Investor aggregate at least 40% of the Registrable Shares held by all Stockholders other than PRP may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders having an aggregate value of at least $5,000,000 (based on the public market price at the time of the request). (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding in the aggregate at least 20% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 (or any such successor form or any other registration statement form which the Company is eligible to use) form), of Registrable Shares owned by the Investor having an aggregate value of at least $5,000,000 1,000,000 (based on the then current public market price or fair valueat the time of the request). (bc) Upon receipt of any request for registration pursuant to this Section 22.1, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, effect the registration of all Registrable Shares which the Company has been requested to so register.an (cd) If the Initiating Holder intends Holders intend to distribute the Registrable Shares covered by its their request by means of an underwriting, it they shall so advise the Company as a part of its their request made pursuant to Section 2.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1(b2.1(c). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) or (b), as the case may be, shall be conditioned upon such other Stockholders' Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (de) The Initiating Holder Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld. (ef) The Company shall not be required to effect more than one registration two registrations pursuant to Section 2.1(a). In addition, the Company shall not be required to effect any registration (other than on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of any other Registration Statement of the Company. For purposes of this Section 2.1(e2.1(f), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws its Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (fg) If at the time of any request to register Registrable Shares by the Initiating Holder Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be materially adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 90 60 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 1224-month period.

Required Registrations. (a) At any time Commencing on the earlier of (i) February 28, 2001, or (ii) one (1) year after the first anniversary Initial Public Offering of the closing Company, a Stockholder or Stockholders holding in the aggregate at least 50% of the Subscription AgreementsRegistrable Shares or stockholders holding in the aggregate at least 50% of the Series 5 Stock or the Common Stock into which the Series 5 Stock is convertible, the Investor may request, in writing, that the Company effect the registration on Form S-3 S-1 or Form SB-2 (or any successor form or any other registration statement form which the Company is eligible to useforms) of Registrable Shares owned by the Investor having an anticipated net aggregate value offering price in excess of at least $5,000,000 (based on the then current market price or fair valueafter deducting underwriting discounts and commissions). (b) Upon receipt of any request for . Any demand registration pursuant to this Section 22 must be underwritten on a firm commitment basis and the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting upon the same terms and conditions. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the underwriter managing underwriter as provided in Section 2.1(c) belowthe offering. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration registrations, on Form S-1 or Form SB-2 (or any successor form), of all Registrable Shares which the Company has been requested to so register. (cb) If At any time after the Initiating Holder intends Company becomes eligible to distribute file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding in the aggregate Registrable Shares having a market value of $1,000,000, may request the Company, in writing, to effect the registration on Form S-3 (or any successor form), of all or such portion of the Registrable Shares covered by its request by means as such holder or holders shall specify. Upon receipt of an underwritingany such request, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its promptly give written notice referred of such proposed registration to in Section 2.1(b)all Stockholders. The right of any other Stockholder Such Stockholders shall have the right, by giving written notice to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of within 30 days after the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereofprovides its notice, to elect to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders such of their Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion as such Stockholders may request in such registration as provided above disapproves notice of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registrationelection. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwrittenThereupon, the Company may include securities for shall, as expeditiously as possible, use its own account in such best efforts to effect the registration if the managing underwriter so agrees and if the number on Form S-3 (or any successor form) of all Registrable Shares and other securities which would otherwise have the Company has been included in such registration and underwriting will not thereby be limitedso requested to register. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (ec) The Company shall not be required to effect more than one two registrations pursuant to paragraph (a) above provided however the Additional Stockholders shall be entitled to demand the filing of a registration statement pursuant to paragraph (a) above on not less than two occasions whether or not they have included any of their Registrable Shares in prior Registration Statements filed as a result of the demand by other Stockholders pursuant to paragraph (a) above. Unless otherwise requested by the selling Stockholders, a registration pursuant to Section 2.1(a)paragraph (a) above shall not count as one of the permitted registrations until it has become effective. For purposes Unless otherwise requested by the selling Stockholders, the last registration pursuant to paragraph (a) above shall not count as one of this Section 2.1(e)the permitted registrations unless the holders of Registrable Shares are able to register and sell at least ninety percent (90%) of the Registrable Shares requested to be included in such registration. In addition, a Registration Statement the Company shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws its request for such required to effect any registration (other than as a result of information concerning the business on Form S-3 or financial condition of the Company which is made known any successor form relating to the Stockholders secondary offerings) within six months after the effective date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (f) If at the time of any request to register Registrable Shares by the Initiating Holder pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination Registration Statement of the Company's Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.the

Required Registrations. (a) a. At any time after the first anniversary earlier to occur of (i) one year after the closing of the Subscription AgreementsCompany's first underwritten public offering of shares of Common Stock pursuant to a Registration Statement or (ii) the third anniversary of the date of this Agreement, the Investor Holders of not less than 35% of the Registrable Shares then outstanding may request, in writing, that the Company effect the registration on Form S-3 S-1 or Form S-2 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned held by such Holders. If the Investor having Holders initiating the registration intend to distribute the Registrable Shares by means of an aggregate value underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of at least $5,000,000 (based other Holders to participate shall be conditioned on the then current market price or fair value). (b) such Holders' participation in such underwriting. Upon receipt of any request for registration pursuant to this Section 2such request, the Company shall promptly give written notice of such proposed registration to all other StockholdersHolders. Such Stockholders Holders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of its Registrable Shares as such Holders may request in such notice of election, subject to the approval of the underwriter managing the offering. If in the opinion of such managing underwriter the inclusion of all shares requested to be registered by the Holders would adversely affect the marketing of the securities to be sold, then the Registrable Shares to be b. At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Holder or Holders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form) of Registrable Shares having an aggregate offering price, net of underwriting discounts and commission, if any, of at least $250,000 (based on the current public market price). Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Holders. Such Holders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders Holders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3, or such successor form, of all Registrable Shares which the Company has been requested to so register. (c) If the Initiating Holder intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (e) c. The Company shall not be required to effect more than one registration three registrations pursuant to Section 2.1(a). For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective paragraph (a) above requested by the Commission (unless the Initiating Holder withdraws its request for such holders of Registrable Shares. A registration (other than will not count as a result of information concerning required registration under paragraph (a) unless it becomes effective and the business or financial condition Holders requesting registration are able to sell at least 50% of the Company which is made known Registrable Shares sought to be included in the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)registration. (f) d. If at the time of any request to register Registrable Shares by the Initiating Holder pursuant to this Section 2.14, the Company is engaged or has fixed plans to engage engage, within 30 days of the time of the request, in a registered public offering as to which the Holders may include Registrable Shares pursuant to Section 5 or is engaged in any other activity which, in the good faith determination of the Company's Board board of Directorsdirectors, would be adversely affected by the requested registrationregistration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess to exceed six months from the effective date of 90 days from such offering or the date of commencement of such requestother material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12two-month year period.

Required Registrations. Beginning one year after March __, 2000, and provided that any requested registration which is an initial public offering shall be a Qualified Initial Public Offering: (a) At any time after Nortel Networks, or each Purchaser or Purchasers holding in the first anniversary aggregate at least 25% of the closing of Registrable Shares held by the Subscription AgreementsPurchasers, the Investor may request, in writing, that the Company effect the registration on Form S-1, Form S-2 or Form S-3 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable registrable Shares owned by the Investor such requested Stockholder or Stockholders having an aggregate value of at least $5,000,000 (based on the then current market price or of fair value).; and (b) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 20 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c2.1(d) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so register. (c) If the Initiating Holder intends Holders intend to distribute the Registrable Shares covered by its their request by means of an underwriting, it they shall so advise the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b)Company. The right of any other Stockholder person to include its Registrable Shares securities in such registration pursuant to Section 2.1(a2.1(c) shall be conditioned upon such other Stockholders' person's participation in such underwriting on the terms set forth herein. If Subject to Section 2.9 herein, if the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, with the Company prior to entered into after the date hereofof this Investor Rights Agreement, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, but subject to the provisions of Section 2.5(b) herein, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises gives the Company a written opinion that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) and the securities held by Other Holders (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (e) The Company shall not be required to effect more than one registration four registrations requested by such Purchaser or Purchasers pursuant to Section 2.1(a). In addition, the Company shall not be required to effect any registration within six months after the effective date of any other Registration Statement of the Company. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission and remains continuously effective for the lesser of (unless i) the period during which all Registrable Shares registered in such registration are sold and (ii) six months; provided, however, that for purposes of this Section 2.1(e), a Registration Statement shall not be counted if (x) after such Registration Statement has become effective, such registration or the related offer, sale or distribution of Registrable Shares thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Initiating Holder withdraws its request for Holders and such registration interference is not thereafter eliminated or (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such Registration Statement are not satisfied or waived, other than as a result of information concerning the business or financial condition by reason of the Company Initiating Holders. The time period referred to in Section 2.3(a)(ii) during which is made known the Registration Statement must be kept effective shall be extended for an additional number of business days equal to the Stockholders after number of business days during which the date on which such registration right to sell shares was requested) and elect not to pay the Registration Expenses therefor suspended pursuant to Section 2.4)the preceding sentence. (f) If at the time of any request to register Registrable Shares by the Initiating Holder Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or 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, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once twice in any 12-month period. If after a Registration Statement becomes effective, the Company advises the holders of Registrable Shares that the Company considers it appropriate that the Registration Statement be amended, the holders of such shares shall suspend any further sales of their Registrable Shares until the Company advises them that the Registration Statement has been amended. The time period referred to in Section 2.3(a)(ii) during which the Registration Statement must be kept effective shall be extended for an additional number of business days equal to the number of business days during which the right to sell shares was suspended pursuant to the preceding sentence.

Required Registrations. (a) At Subject to the limitations set forth below, at any time after following the first anniversary date hereof, Lucent, or Stockholders holding not less than a majority of the closing of the Subscription Agreementsoutstanding Registrable Shares, the Investor may request, in writing, that the Company effect the registration (a "Demand Registration") of up to 25% of the Registrable Shares having a value of a least $500,000 pursuant to either (i) a Registration Statement on Form S-3 providing for a shelf offering or (or any successor form or any other registration statement form which ii) an appropriate Registration Statement providing for an underwritten offering. For purposes of the Company is eligible to use) preceding sentence, the value of Registrable Shares owned by the Investor having an aggregate value of at least $5,000,000 (shall be based on the then current market closing price or fair valueof the Common Stock on the Nasdaq National Market on the date on which the registration request is given. The Company shall maintain the effectiveness of any such shelf Registration Statement for a period of up to 90 days after the same has been first declared effective by the SEC, subject to the suspension provisions set forth in Sections 2.1(f) and 2.1(g). (b) Upon receipt of any request for registration demand pursuant to this Section 22.1, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, use its reasonable efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so register. (c) If the Initiating Holder any Stockholder intends to distribute the Registrable Shares covered by its their request by means of an underwriting, it they shall so advise the Company as a part of its their request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company determines that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if marketing factors require a further limitation of the number of shares is requiredto be underwritten, the number of shares to be included in a Registration Statement filed pursuant to this Section 2.1 shall be reduced pro rata among the requesting Stockholders and the Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares that may were requested to be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder Selling Stockholder initiating registration shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (e) The Company shall not be required to effect more than one registration four registrations pursuant to Section 2.1(a)2.1. For purposes of this Section 2.1(e)In addition, a Registration Statement the Company shall not be counted until such time as such required to effect any Demand Registration within six months after the effective date of the Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws its request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known relating to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)any prior Demand Registration. (f) If at the time of any request to register Registrable Shares by the Initiating Holder pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering any activity or is engaged transaction or preparations or negotiations for any activity or negotiation that the Company desires to keep confidential for business reasons, and (i) the board of directors of the Company determines in any other activity which, in the good faith determination that the public disclosure requirements imposed on the Company pursuant to the Registration Statement would require disclosure of such activity or transaction and (ii) the Chief Executive Officer of the Company's Board of Directors, would be adversely affected Company provides a certificate to Lucent setting forth such determination by the requested registrationboard of directors, then the Company may at its option direct that defer such request be delayed Demand Registration for a period not in excess of 90 120 days from the date of such the demand request; provided, that such right to delay a request to may be exercised by the Company not more than once in any 12-month period. (g) Notwithstanding the foregoing, the Company may, by written notice to a Stockholder initiating registration, decline to take any action to effect a Demand Registration during the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Registration Statement subject to Section 2.2 if the Company files a Registration Statement with the SEC for the purpose of registering under the Securities Act any securities to be publicly offered and sold by the Company; provided that the Company is actively employing in good faith all reasonable efforts to cause such Registration Statement to become effective.

Required Registrations. (a) At any time after January 19, 2000, a Stockholder or Stockholders holding in the first anniversary aggregate at least 51% of the closing Stockholder Registrable Shares (determined without regard to the second to last sentence under the definition of the Subscription Agreements, the Investor Stockholder Registrable Shares) may request, in writing, that the Company effect the registration on Form S-3 S-1 or Form S-2 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by the Investor having such Stockholder or Stockholders with an aggregate value of at least $5,000,000 4,000,000; provided, however, that no Stockholder or Stockholders shall have the right to request a registration pursuant to this Section 2(a) at any time the Company is eligible to file a Registration Statement on Form S-3 (based on the then current market price or fair value)any successor form) or any other Form applicable to secondary offerings. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding in the aggregate at least 51% of the Stockholder Registrable Shares (determined without regard to the second to last sentence under the definition of Stockholder Registrable Shares) may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares held by such holders with an aggregate value of at least $1,000,000. (c) In the case of a registration requested pursuant to this Section 2, if the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting. (d) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering underwriting to the approval of the underwriter managing underwriter the offering as provided in Section 2.1(c2(e) below and to the priorities set forth in Section 2(g) below. The Company may also include in such registration Registrable Shares requested to be included by other holders of Registrable Shares, subject in the case of an underwriting to the approval of the underwriter managing the offering as provided in Section 2(e) below and to the priorities set forth in Section 2(g) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the regis tration on Form S-1 or Form S-2 (or any successor forms) in the case of a registration requested pursuant to Section 2(a) above, or on Form S-3 (or such successor form) in the case of a registration requested pursuant to Section 2(b) above, of all Registrable Shares which the Company has been requested to so register. (ce) If the Initiating Holder intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c)2, if the managing underwriter advises the Company Stockholders initiating a registration pursuant to Section 2(c) in writing that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if marketing factors require a further limitation of the number of shares is requiredto be underwritten, then the Stockholders initiating the registration shall so advise the Company and all other Stockholders holding Registrable Shares which would otherwise be included in the underwriting and the number of shares Registrable Shares that may be included in such registration and the underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion manner set forth in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registrationSection 2(g) below. If the managing underwriter has does not limited limit the number of Registrable Shares or other securities to be underwrittenunderwritten subject to Section 2(g) below, the Company and other holders of Registrable Shares may include securities Common Stock for its own account their respective accounts in such registration if the managing underwriter so agrees states that such inclusion would not adversely affect the offering of Registrable Shares for any reason and if the number of Registrable Shares and other securities held by the Stockholders which would otherwise have been included in such registration and underwriting will not thereby be limitedlimited or reduced. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (ef) The Company shall not be required to effect more than one registration pursuant to Section 2.1(a2(a) above ("Demand Registration Statement") but may be required to effect Demand Registration Statements pursuant to Section 2(b) above without limitation other than as set forth in Section 2(b). In addition, the Company shall not be required to effect more than one registration pursuant to this Section 2 during any six month period. For purposes of this Section 2.1(e2(f), a Registration Statement shall not be counted as a Demand Registration Statement until such time as such Registration Statement has been declared effective by the Commission and has remained effective for 120 days, or if sooner, until all the Registrable Shares registered thereunder have been sold. (unless g) The Company will include Common Stock in an underwritten Demand Registration Statement required pursuant to Sections 2(a) or 2(b) above as follows: (i) First, pro rata among the Initiating Holder withdraws its request for Stockholders holding Stockholder Registrable Shares who have requested to have Stockholder Registrable Shares included in such registration pursuant to Section 2 hereof, and the holders of Chase Registrable Shares who have requested to have Chase Registrable Shares included in such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after extent necessary to reduce the date on which Stockholder Priority (as defined in the Chase Registration Rights Agreement) to zero), based upon the number of Stockholder Registrable Shares owned by each such registration was requested) Stockholder and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)number of Chase Registrable Shares owned by each such holder of Chase Registrable Shares. (fii) If at Second, pro rata among the time of any request to register other persons or entities holding Other Registrable Shares based upon the number of Other Registrable Shares held by the Initiating Holder pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or 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, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month periodpersons and entities.

Required Registrations. (a) At any time after October 1, 1998, a Stockholder or Stockholders holding in the first anniversary aggregate at least 51% of the closing Stockholder Registrable Shares (determined without regard to the second to last sentence under the definition of the Subscription Agreements, the Investor Stockholder Registrable Shares) may request, in writing, that the Company effect the registration on Form S-3 S-1 or Form S-2 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by the Investor having such Stockholder or Stockholders with an aggregate value of at least $5,000,000 5,000,000; provided, however, that no Stockholder or Stockholders shall have the right to request a registration pursuant to this Section 2(a) at any time the Company is eligible to file a Registration Statement on Form S-3 (based on the then current market price or fair value)any successor form) or any other Form applicable to secondary offerings. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding in the aggregate at least 51% of the Stockholder Registrable Shares (determined without regard to the second to last sentence under the definition of Stockholder Registrable Shares) may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares held by such holders with an aggregate value of at least $1,000,000. (c) In the case of a registration requested pursuant to this Section 2, if the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting. (d) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice such (e) Notwithstanding any other provision of electionthis Section 2, subject in the case of an underwritten offering to the approval of if the managing underwriter as provided in Section 2.1(c) below. Thereupon, advises the Company shall, as expeditiously as possible, effect the registration of all Registrable Shares which the Company has been requested to so register. (c) If the Initiating Holder intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as Stockholders initiating a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a2(c) in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Stockholders initiating the registration shall so advise all other Stockholders holding Registrable Shares which would otherwise be included in the underwriting and the number of Registrable Shares that may be included in the underwriting shall be conditioned upon allocated among all such other Stockholders' participation , including the Stockholders initiating the registration, in proportion (as nearly as practicable) to the number of Registrable Shares of the Company owned by each such underwriting on the terms set forth hereinStockholder. If the Company desires that any officers or directors managing underwriter does not limit the number of Registrable Shares to be underwritten subject to Section 2(g) below, the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if and other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior have registration rights similar to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company those set forth herein may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute Common Stock for their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account accounts in such registration if the managing underwriter so agrees states that such inclusion would not adversely affect the offering of Registrable Shares for any reason and if the number of Registrable Shares and other securities held by the Stockholders which would otherwise have been included in such registration and underwriting will not thereby be limitedlimited or reduced. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (ef) The Company shall not be required to effect more than one registration pursuant to Section 2.1(a2(a) above ("Demand Registration Statement") but may be required to effect Demand Registration Statements pursuant to Section 2(b) above without limitation other than as set forth in Section 2(b). In addition, the Company shall not be required to effect more than one registration pursuant to this Section 2 during any six month period. For purposes of this Section 2.1(e2(f), a Registration Statement shall not be counted as a Demand Registration Statement until such time as such Registration Statement has been declared effective by the Commission (unless and has remained effective for 120 days, or if sooner, until all the Initiating Holder withdraws its request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)Registrable Shares registered thereunder have been sold. (fg) If at the time of any request to register Registrable Shares by the Initiating Holder The Company will include Common Stock in an underwritten Demand Registration Statement required pursuant to this Section 2.1Sections 2(a) or 2(b) above as follows: (ii) Second, pro rata among the Company is engaged other persons or has plans to engage in a registered public offering or 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, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month periodentities holding Other Registrable Shares.

Required Registrations. (a) a. At any time after the first anniversary earlier to occur of (i) one year after the closing of the Subscription AgreementsCompany's first underwritten public offering of shares of Common Stock pursuant to a Registration Statement or (ii) the third anniversary of the date of this Agreement, the Investor Holders of not less than 35% of the Registrable Shares then outstanding may request, in writing, that the Company effect the registration on Form S-3 S-1 or Form S-2 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned held by such Holders. If the Investor having Holders initiating the registration intend to distribute the Registrable Shares by means of an aggregate value underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of at least $5,000,000 (based other Holders to participate shall be conditioned on the then current market price or fair value). (b) such Holders' participation in such underwriting. Upon receipt of any request for registration pursuant to this Section 2such request, the Company shall promptly give written notice of such proposed registration to all other StockholdersHolders. Such Stockholders Holders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of its Registrable Shares as such Holders may request in such notice of election, subject to the approval of the underwriter managing the offering. If in the opinion of such managing underwriter the inclusion of all shares requested to be registered by the Holders would adversely affect the marketing of the securities to be sold, then the Registrable Shares to be included in such an underwriting may be reduced (pro rata among the requesting Holders based upon the Registrable Shares owned by such Holders). Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration, on Form S-1 or Form S-2 (or any successor form), for all Registrable Shares which the Company has been requested to so register. No other holder of capital stock of the Company may participate in any registered offering made pursuant to this section without the consent of a majority of the Registrable Shares held by participating Holders. b. At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Holder or Holders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form) of Registrable Shares having an aggregate offering price, net of underwriting discounts and commission, if any, of at least $250,000 (based on the current public market price). Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Holders. Such Holders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders Holders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3, or such successor form, of all Registrable Shares which the Company has been requested to so register. (c) If the Initiating Holder intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (e) c. The Company shall not be required to effect more than one registration three registrations pursuant to Section 2.1(a). For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective paragraph (a) above requested by the Commission (unless the Initiating Holder withdraws its request for such holders of Registrable Shares. A registration (other than will not count as a result of information concerning required registration under paragraph (a) unless it becomes effective and the business or financial condition Holders requesting registration are able to sell at least 50% of the Company which is made known Registrable Shares sought to be included in the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)registration. (f) d. If at the time of any request to register Registrable Shares by the Initiating Holder pursuant to this Section 2.14, the Company is engaged or has fixed plans to engage engage, within 30 days of the time of the request, in a registered public offering as to which the Holders may include Registrable Shares pursuant to Section 5 or is engaged in any other activity which, in the good faith determination of the Company's Board board of Directorsdirectors, would be adversely affected by the requested registrationregistration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess to exceed six months from the effective date of 90 days from such offering or the date of commencement of such requestother material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12two-month year period.

Required Registrations. (a) At any time after the first anniversary earlier of (i) December 13, 2003 or (ii) six months following the closing of the Subscription AgreementsCompany's Initial Public Offering, a Stockholder or Stockholders holding in the Investor aggregate at least twenty-five percent (25%) of the Registrable Stock may request, in writing, that the Company effect the registration on Form S-3 S-1 or Form S-2 (or any successor form or any other registration statement form which the Company is eligible to useform) of shares of Registrable Shares Stock representing all or a portion of such Registrable Stock owned by the Investor such Stockholder or Stockholders having an aggregate value offering price of at least $5,000,000 (based on the then current market price or fair valuevalue at the time of such request). (b) . If the holders initiating the registration intend to distribute the Registrable Stock by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate in such registration shall be conditioned on such Stockholders' participation in such underwriting. Upon receipt of any request for registration pursuant to this Section 2such request, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 thirty (30) days after the Company provides its notice, to elect to have included in such registration such of their shares of Registrable Shares Stock as such Stockholders may request in such notice of election. Notwithstanding the foregoing sentence, subject if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the shares of Registrable Stock requested to be registered by all Stockholders may not be included in the case offering, then, the Registrable Stock first excluded from such registration shall be Common Stock owned in the name of an underwritten offering any officers or directors of the Company or any transferees thereof which has not been converted from the Stock, and, second, any capital stock requested to be registered by the Company then shall be excluded from such offering. Thereafter, to the approval extent such underwriter determines that further shares of Registrable Stock should be excluded from the managing underwriter offering, then all Stockholders who have requested registration and other Stockholders entitled to include shares of stock therein shall participate in the registration pro rata based upon the number of shares of stock which they have requested to be so registered, provided, however, that the Registrable Stock of Stockholders included in the offering shall in no event be reduced to less than 30% (in the aggregate) of all shares of stock being registered, except upon the occurrence of a Qualified IPO (as provided defined in Section 2.1(c3.2(b)) belowherein. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-1 or Form S-2 (or any successor form) of all Registrable Shares Stock which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of shares of Registrable Stock having an aggregate offering price of at least $750,000 (based on the then market price at the time of such request). Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within (thirty) 30 days after the Company provides its notice, to elect to have included in such registration such shares of their Registrable Stock as such Stockholders may request in such notice of election. Notwithstanding the foregoing sentence, if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the shares of Registrable Stock requested to be registered by all Stockholders may not be included in the offering, then, the Registrable Stock first excluded from such registration shall be Common Stock owned in the name of any officers or directors of the Company or any transferees thereof which has not been converted from the Stock, and second, any securities other than Registrable Stock then shall be excluded from such offering, and third, any capital stock requested to be registered by the Company then shall be excluded from such offering. Thereafter, to the extent such underwriter determines that further shares of Registrable Stock should be excluded from the offering, then all Stockholders who have requested registration and other Stockholders entitled to include shares of stock therein shall participate in the registration pro rata based upon the number of shares of stock which they have requested to be so registered, provided, however, that the Registrable Stock of Stockholders included in the offering shall in no event be reduced to less than 30% (in the aggregate) of all shares of stock being registered, except upon the occurrence of a Qualified IPO (as defined in Section 3.2(b)) herein. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Stock which the Company has been requested to so register. (c) If the Initiating Holder intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (e) The Company shall not be required to effect more than one registration two registrations in total pursuant to Section 2.1(a)paragraph (a) above nor to effect more than two registrations in any 12-month period pursuant to paragraph (b) above. For purposes of this Section 2.1(e)In addition, a Registration Statement the Company shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws its request for such required to effect any registration (other than as a result on Form S-3 or any successor form relating to secondary offerings) within six (6) months after the effective date of information concerning the business or financial condition any other Registration Statement of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)Company. (fd) If at the time of any request to register Registrable Shares by the Initiating Holder Stock pursuant to this Section 2.12, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity whichCompany, in the good faith determination of the Company's Board of Directors, believes it would be adversely affected by the requested registrationregistration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days three (3) months from the effective date of such offering or the date of commencement of such requestother material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12-month period; provided, however, that the aggregate number of such delays shall not exceed two.

Required Registrations. (a) At any time after the first anniversary of the closing of the Subscription AgreementsInitial Public Offering, the Investor Purchaser may request, in writing, that the Company effect the registration on Form S-1 (or any successor form) or, if then available to the Company, Form S-3 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by the Investor Purchaser having an aggregate value of at least $5,000,000 10,000,000 (based on the then current market price or fair value). (b) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 10 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so register. (c) If the Initiating Holder Purchaser intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, with the Company prior to the date hereofCompany, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors Stockholders and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company in writing that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall shall, except as otherwise provided in any contract to which the Company is a party, be allocated among all Other Holders and holders of Registrable Shares pro rata and Other Holders requesting registration in proportion proportion, as nearly as practicable, to the respective number of shares they have requested held by them at the time of the request for registration made pursuant to be registeredSection 2.1(a). If any holder of Registrable Shares, officer, director Shares or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder Company shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the CompanyPurchaser, which approval will not be unreasonably withheld. (e) The Company shall not be required to effect more than one registration two (2) registrations pursuant to Section 2.1(a). In addition, the Company shall not be required to effect any registration within six months after the effective date of any other Registration Statement of the Company. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder Purchaser withdraws its request for such registration (other than as a result of material information concerning the business or financial condition of the Company which is first made known to the Stockholders Purchaser after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). In the event the Purchaser is, as a result of the cut-back provisions in Section 2.1(c), prohibited from selling at least 50% of the Registrable Shares with respect to which it requested registration, then such registration shall not count as a registration under this Section 2.1(e). (f) If at the time of any request to register Registrable Shares by the Initiating Holder Purchaser pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or 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, then the Company, upon furnishing a certificate signed by an executive officer or the Chairman of the Board of the Company stating that the Board has made the foregoing determination, may at its option direct that such request be delayed for a period not in excess of 90 75 days from the date of such request; provided, such right to delay a request to be exercised by however that the Company may not utilize this right more than once twice in -------- ------- any 12-twelve month period.

Required Registrations. (a) At any time after the first anniversary of the closing Closing Date, a Noteholder or Noteholders holding in the aggregate at least a majority of the Subscription Agreements, Registrable Notes may request the Investor may requestCompany, in writing, that the Company to effect the registration on Form S-3 (or any successor form or any other of Registrable Notes. If the Holders initiating the registration statement form which intend to distribute the Registrable Notes by means of an underwriting, they shall so advise the Company in their request. In the event such registration is eligible underwritten, the right of other Noteholders to use) of Registrable Shares owned by the Investor having an aggregate value of at least $5,000,000 (based participate shall be conditioned on the then current market price or fair value). (b) such Noteholders' participation in such underwriting. Upon receipt of any request for registration pursuant to this Section 2such request, the Company shall promptly give written notice of such proposed registration to all Noteholders. Such Noteholders shall have the right, by giving written notice to the Company within thirty (30) days after the Company provides its notice, to elect to have included in such registration such of their Registrable Notes as such Noteholders may request in such notice of election. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration, on any SEC form (e.g., Form S-1 or S-3) then available to the Company, of all Registrable Notes which the Company has been requested to register. (b) At any time after the first anniversary of the Closing Date, a Stockholder or Stockholders holding in the aggregate at least a majority of the Registrable Shares may request the Company, in writing, to effect the registration of Registrable Shares. If the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Shareholders to participate shall be conditioned on such Shareholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 thirty (30) days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration registration, on any SEC form (e.g., Form S-1 or S-3) then available to the Company, of all Registrable Shares which the Company has been requested to so register. (c) If the Initiating Holder intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (e) The Company shall not be required to effect more than one registration pursuant to Section 2.1(a). For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission paragraph (unless the Initiating Holder withdraws its request for such a) above or more than one registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)paragraph (b) above. (fd) If at the time of any request to register Registrable Shares by the Initiating Holder or Registrable Notes pursuant to this Section 2.122.2, the Company is engaged or has fixed plans to engage within thirty (30) days of the time of the request in a registered public offering as to which the Stockholders or Noteholders may include Registrable Shares or Registrable Notes, respectively, pursuant to Section 22.3 or 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 registrationregistration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 90 ninety (90) days from the effective date of such requestoffering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12-month one year period.

Required Registrations. (a) At any time after the first anniversary earlier of December 31, 1998 or the closing of the Subscription AgreementsCompany's first underwritten public offering of shares of Common Stock pursuant to a Registration Statement, an Investor or Investors holding in the Investor aggregate at least 35% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 S-1 or Form S-2 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by the such Investor or Investors having an aggregate value offering price of at least $5,000,000 2,000,000 (based on the then current market price or fair value). (b) . If the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Investors to participate shall be conditioned on such Investors' participation in such underwriting. Upon receipt of any request for registration pursuant to this Section 2such request, the Company shall promptly give written notice of such proposed registration to all other StockholdersInvestors. Such Stockholders Investors shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders Investors may request in such notice of election, subject in the case of an underwritten offering to the approval of the underwriter managing underwriter the offering as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration registration, on Form S-1 or Form S-2 (or any successor form), of all Registrable Shares which the Company has been requested to so register. (c) If . Notwithstanding any other provision of this Section 4.2, if the Initiating Holder intends to distribute managing underwriter advises the holders of Registrable Shares covered by its request by means initiating the registration in writing that marketing factors require a limitation of an underwritingthe number of shares to be underwritten, it then the holders of Registrable Shares initiating the registration shall so advise all holders of Registrable Shares which would otherwise be included in the underwriting and the number of Registrable Shares that may be included in the underwriting shall be allocated among all such holders of Registrable Shares, including the holders of Registrable Shares initiating the registration, in proportion (as nearly as practicable) to the amount of Registrable Shares of the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include owned by each such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth hereinholder. If the Company desires that any officers or directors managing underwriter does not limit the number of Registrable Shares to be underwritten, the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior have registration rights similar to the date hereof, to have securities included those set forth in such a registration (the "Other Holders") request such inclusion, the Company Section 4.2 hereof may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute Common Stock for their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account accounts in such registration if the managing underwriter so agrees states that such inclusion would not adversely affect the offering of Registrable Shares for any reason and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limitedlimited or reduced. (db) The Initiating Holder At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), an Investor or Investors holding in the aggregate at least 15% of the Registrable Shares may request in writing that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $250,000 (based on the then current public market price). Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Investors. Such Investors shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a)right, subject by giving written notice to the approval Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Investors may request in such notice of election. Thereupon, the CompanyCompany shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3, or such successor form, of all Registrable Shares which approval will not be unreasonably withheldthe Company has been requested to register. (ec) The Company shall not be required to effect more than one registration two registrations pursuant to Section 2.1(a)paragraph (a) above or more than four registrations pursuant to paragraph (b) above. For purposes of this Section 2.1(e)In addition, a Registration Statement the Company shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws its request for such required to effect any registration (other than as a result on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of information concerning the business or financial condition any other Registration Statement of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)Company. (fd) If at the time of any request to register Registrable Shares by the Initiating Holder pursuant to this Section 2.14.2, the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering as to which the Investors may include Registrable Shares pursuant to Section 4.3 or 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 registrationregistration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days six months from the effective date of such offering or the date of commencement of such requestother material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12-month two year period.

Required Registrations. (a) At any time after the first anniversary earlier of November 30, 1998 and the closing of the Subscription AgreementsCompany's first underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Shareholder or Shareholders holding in the Investor aggregate at least 500,000 of the Registrable Shares, as adjusted for stock splits, stock dividends, recapitalizations or similar events. may request, in writing, that the Company effect the registration on Form S-3 S-1 or Form S-2 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by such Shareholder or Shareholders. If the Investor having holders initiating the registration intend to distribute the Registrable Shares by means of an aggregate value underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of at least $5,000,000 (based other Shareholders to participate shall be conditioned on the then current market price or fair value). (b) such Shareholders, participation in such underwriting. Upon receipt of any request for registration pursuant to this Section 2such request, the Company shall promptly give written notice of such proposed registration to all other StockholdersShareholders. Such Stockholders Shareholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders Shareholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Shareholders may not be included in the offering, then all Shareholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S- I or Form S-2 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Shareholder or Shareholders holding in the aggregate at least 200,000 of the Registrable Shares may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares. Such Shareholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Shareholders may request in such notice of election, subject provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Shareholders may not be included in the case offering, then all Shareholders who have requested registration shall participate in the registration pro rata based upon the number of an underwritten offering Registrable Shares which they have requested to the approval of the managing underwriter as provided in Section 2.1(c) belowbe so registered. Thereupon, the Company shall, as expeditiously as possible, use it's best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register. (c) If the Initiating Holder intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (e) The Company shall not be required to effect more than one registration two registrations pursuant to Section 2.1(a)paragraph (a) or (b) above. For purposes of this Section 2.1(e)In addition, a Registration Statement the Company shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws its request for such required to effect any registration (other than as a result on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of information concerning the business or financial condition any other Registration Statement of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)Company. (fd) If at the time of any request to register Registrable Shares by the Initiating Holder pursuant to this Section 2.12, the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering as to which the Shareholders may include Registrable Shares pursuant to Section 3 or 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 registrationregistration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days six months from the effective date of such offering or the date of commencement of such requestother material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12two-month year period.

Required Registrations. (a) 6.1.1 At any time after following the first fifth anniversary of the closing date of the Subscription Agreementsthis Agreement, the Investor SkyTerra Investors, on the one hand, or the DTVG Investors, on the other, may request, in writing, that the Company effect the a registration on Form S-3 S-1 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares Securities owned by such Investor or Investors provided that the Investor having an aggregate value public offering price (before deduction of underwriters’ discounts and commissions) of the LLC Interests or other equity of the Company offered in such registration equals or exceeds $50 million. In addition, at least $5,000,000 (based any time following the date that the Company has consummated a public offering of its equity securities pursuant to a Registration Statement, the SkyTerra Investors, on the then current market price one hand, or fair value). the DTVG Investors, on the other, may request, in writing, that the Company effect a registration on Form S-1 (bor any successor form) of Registrable Securities owned by such Investor. If the Investors initiating the registration intend to distribute the Registrable Securities by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Investors to participate in such registration shall be conditioned on such Investors’ participation in such underwriting. Upon receipt of any request for registration pursuant to this Section 2such request, the Company shall promptly give written notice of such proposed registration to all other StockholdersInvestors. Such Stockholders other Investors shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration all or a part of their Registrable Securities as such Investors may request in such notice of election. All Investors proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with an underwriter or underwriters that are mutually agreeable to the Company and the Investors including Registrable Securities in such offering. Thereupon, the Company shall, at its own expense and as expeditiously as possible, use its best efforts to effect the registration, on Form S-1 (or any successor form), of all Registrable Securities that the Company has been requested so to register. 6.1.2 At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings, hereinafter, “Form S-3”), each of (i) the SkyTerra Investors and (ii) the DTVG Investors holding Registrable Securities will have the right to require the Company to effect a registration on Form S-3 of Registrable Securities provided that the aggregate public offering price (before deduction of underwriters’ discounts and commissions) of the LLC Interests or other equity of the Company offered in such registration equals or exceeds $10 million (or such lesser amount to the extent that such Investor(s) do not own LLC Interests or other equity securities that equal or exceed $10 million). Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Investors. Such other Investors shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares Securities as such Stockholders Investors may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 of all Registrable Shares which Securities that the Company has been requested to so register. 6.1.3 The Company shall be required to effect not more than (ca) If five (5) registrations initiated by the Initiating Holder intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made SkyTerra Investors pursuant to Section 2.1(a)6.1.1 above, and or (b) five (5) registrations initiated by the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration DTVG Investors pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth herein6.1.1 above. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (e) The Company shall not be required to effect more than one (1) registration under this Section 6.1 in any six (6) month period. Each request for registration pursuant to Section 2.1(a)6.1.1 shall be deemed satisfied only when a registration statement covering all Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified in such notices, has become effective and, if the method of disposition is a firm commitment underwritten public offering all of the Registrable Securities covered thereby shall have been sold pursuant thereto. For purposes of A requested registration under this Section 2.1(e)6.1 may be rescinded by written notice to the Company by the holders requesting such registration and such rescinded registration shall not count as a registration statement initiated pursuant to this Section 6.1, a if such holders shall have reimbursed the Company for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration. Except for Registration Statements on Form S-▇, ▇-▇ or another form not available for registering securities for sale to the public, or any successor thereto, and subject to Section 6.1.4 herein, the Company will not, without the consent of all of the Investors, file with the Commission any other Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws with respect to its request for such registration (LLC Interests or other than as a result of information concerning the business or financial condition equity interests of the Company which is made known to the Stockholders after whether for its own account or that of other Investors, from the date on which such registration was requested) and elect not to pay the Registration Expenses therefor of receipt of a notice from requesting Investors pursuant to Section 2.4)6.1.1 until the completion of the period of distribution of the securities contemplated thereby. (f) 6.1.4 If at the time of any request to register Registrable Shares by the Initiating Holder Securities pursuant to this Section 2.16.1.2, the Company (a) is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering or as to which the Investors may include Registrable Securities pursuant to Section 6.2, (b) is engaged in any other activity whichthat the Company certifies, in the good faith determination of the Company's ’s Board of DirectorsManagers, would be adversely affected by the requested registration to the material detriment of the Company or (c) the request to register pursuant to Section 6.1.2 is in a jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process to effect such registration, then the Company may at its option direct that such request be delayed for a period of at least ninety (90) days and not in excess of 90 to exceed one hundred fifty (150) days from the effective date of such requestoffering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any twelve (12-) month period. 6.1.5 In connection with any offering under this Section 6.1 involving an underwriting, if the representative of the underwriters advises the Investors in writing that marketing factors require a limitation on the securities to be so underwritten, the securities which the Company and/or other Persons have requested to be so included, if any, shall be entirely excluded from such registration and underwriting, and the number of Registrable Securities to be included in the registration and underwriting shall thereafter be allocated pro rata among the Investors based upon their total ownership of LLC Interests or other equity interests; provided, however, that such allocation shall not operate to reduce the aggregate number of securities to be included in such registration, if any Investor does not request inclusion of the maximum number of Registrable Securities allocated to such Investor pursuant to the above-described procedure, in which case the remaining portion of such Investor’s allocation shall be reallocated among those Investors whose allocations did not satisfy their requests, pro rata on the basis of the LLC Interests or other equity interests which would be held by such Investors. This procedure shall be repeated until all of the securities which may be included in the registration on behalf of the requesting Investors have been so allocated.

Required Registrations. (a) At any time after the first anniversary of the closing of the Subscription AgreementsCompany becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), the Investor a Holder or Holders holding Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 (or any such successor form or any other registration statement form which the Company is eligible to use) form), of Registrable Shares owned by the Investor having an aggregate value of at least $5,000,000 100,000,000 (based on the then current public market price or fair valueon the date of such request). (b) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other StockholdersHolders. Such Stockholders Holders shall have the right, by giving written notice to the Company within 30 10 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders Holders may request in such notice of election, subject in the case of an underwritten offering to the approval terms of the managing underwriter as provided in Section 2.1(c) below). In the event that the Company does not receive a written notice of election from a Holder within such 10-day period, such Holder will have waived its right to have any Registrable Shares included in such registration. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so register; provided, however, the Company will only be obligated to effect such registration on Form S-3 (or any successor form). (c) If the Initiating Holder intends Holders intend to distribute the Registrable Shares covered by its their request by means of an underwriting, it they shall so advise the Company as a part of its their request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The In such event, (i) the right of any other Stockholder Holder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' Holder’s participation in such underwriting on the terms set forth herein, and (ii) all Holders including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Holders materially greater than the obligations of the Holders pursuant to Section 2.3. The Company shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), provided that the Holders of a majority of the Registrable Shares participating in such underwritten offering consent to the managing underwriter(s) selected by the Company. If any Holder who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such Holder may elect, by written notice to the Company, to withdraw its Registrable Shares from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Shares to be included in the Registration Statement and underwriting shall be allocated among all Holders requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a). If any Holder would thus be entitled to include more Registrable Shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata in the manner described in the preceding sentence. If the Company desires that any other officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) 2.1 or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") Holders request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth hereinherein applicable to the Holders. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if If the managing underwriter advises the Company in writing that marketing factors require a limitation on the inclusion number of all shares requested to be registered would adversely affect the offeringunderwritten, the securities of the Company shares held by officers or directors of the Company and by Other Holders (other than Registrable Shares) shall be excluded from such registration Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation reduction of the number of shares is required, the number of shares that may be included in such registration Registration Statement and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata requesting registration in proportion proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a). If any such stockholder would thus be entitled to include more shares they have than such stockholder requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion the excess shall be allocated among other participating stockholders pro rata in such registration as provided above disapproves of the terms of manner described in the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registrationpreceding sentence. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (e) The Company shall not be required to effect more than one registration four registrations pursuant to Section 2.1(a). For purposes of this Section 2.1(e2.1(d), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws its Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders Holders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). For purposes of this Section 2.1(d), a Registration Statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, less than 50 percent of the total number of Registrable Shares that Holders have requested to be included in such Registration Statement are so included. (fe) If at the time of any request to register Registrable Shares by the Initiating Holder Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's ’s Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 90 120 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Required Registrations. (a) At any time after the first anniversary of six months following the closing of the Subscription AgreementsInitial Public Offering, a Stockholder or Stockholders (excluding the Investor Common Stockholders) holding in the aggregate at least a majority of the Registrable Shares held by all such Stockholders (or a lesser percentage if the total value of the Registrable Shares requested to be registered is at least $7,500,000) may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders (excluding the Common Stockholders) holding Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 (or any such successor form or any other registration statement form which the Company is eligible to use) form), of Registrable Shares owned by the Investor having an aggregate value offering price of at least $5,000,000 1,000,000 (based on the then current market price or fair valueon the date of such request). (bc) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval terms of the managing underwriter as provided in Section 2.1(c) below2.1(d). Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so register; provided, however, that in the case of a registration requested under Section 2.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form). (cd) If the Initiating Holder intends Holders intend to distribute the Registrable Shares covered by its their request by means of an underwriting, it they shall so advise the Company as a part of its their request made pursuant to Section 2.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1(b2.1(c). The In such event, (i) the right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) or (b), as the case may be, shall be conditioned upon such other Stockholders' Stockholder’s participation in such underwriting on the terms set forth hereinthereof, and (ii) all Stockholders including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering. If any Stockholder who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such person may elect, by written notice to the Company, to withdraw its Registrable Shares from such Registration Statement and underwriting. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) 2.1 or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") Holders request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth hereinthereof applicable to the Stockholders. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if If the managing underwriter advises the Company in writing that marketing factors require a limitation on the inclusion number of all shares requested to be registered would adversely affect the offeringunderwritten, the securities of the Company shares held by officers or directors of the Company (other than Registrable Shares) Company, Other Holders and Common Stockholders shall be first excluded from such registration Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation reduction of the number of shares is requiredrequired after all such shares have been excluded, the number of shares that may be included in such registration Registration Statement and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata Purchasers requesting registration in proportion proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a) or (b), as the case may be. If any such stockholder would thus be entitled to include more shares they have than such stockholder requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion the excess shall be allocated among other participating stockholders pro rata in such registration as provided above disapproves of the terms of manner described in the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registrationpreceding sentence. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (e) The Company shall not be required to effect more than one registration two registrations pursuant to Section 2.1(a), or more than two registrations per year pursuant to Section 2.1(b). For purposes of this Section 2.1(e), a Registration Statement shall not be counted for purposes of this Section 2.1(e) until such time as such Registration Statement has been declared effective by the Commission and at least 25% of the Registrable Shares requested to be included shall have been sold (unless the Initiating Holder withdraws its Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (f) If at the time of any request to register Registrable Shares by the Initiating Holder Holders pursuant to this Section 2.1, the Company is engaged or has fixed plans to engage within 30 days of the request in a registered public offering as to which the Initiating Holders may include Registrable Shares pursuant to Section 2.2. or is engaged in any other activity which, in the good faith determination of the Company's ’s Board of Directors, would be materially adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 1224-month period. (g) The Company will not file with the Commission any other registration statement with respect to its Common Stock other than a Special Registration Statement, 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 2.1 until the completion of the period of distribution of the registration contemplated thereby.

Required Registrations. (a) At any time following 180 days after the first anniversary of the closing of the Subscription AgreementsInitial Public Offering, a Stockholder or Stockholders may request, in writing, that the Investor Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders having an aggregate value of at least $10,000,000 (based on the then current public market price). (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders may request, in writing, that the Company effect the registration on Form S-3 (or any such successor form or any other registration statement form which the Company is eligible to use) form), of Registrable Shares owned by the Investor having an aggregate value of at least $5,000,000 2,500,000 (based on the then current public market price or fair valueprice). (bc) Upon receipt of any request for registration pursuant to this Section 22.1, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 15 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c2.1(d) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so registerregister (provided, however, that in the -------- ------- case of a registration requested under Section 2.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form)). (cd) If the Initiating Holder intends Holders intend to distribute the Registrable Shares covered by its their request by means of an underwriting, it they shall so advise the Company as a part of its their request made pursuant to Section 2.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1(b2.1(c). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) or (b), as the case may be, shall be conditioned upon such other Stockholders' Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company determines that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if marketing factors require a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Sharesunderwritten, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwrittenincluded in a Registration Statement filed pursuant to this Section 2.1 shall be reduced pro rata among the requesting Stockholders based on the quotient of (i) the total Registrable Shares to be included in the Registration Statement, divided by (ii) the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the total number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limitedthat requested registration. (de) The Initiating Holder Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld. (ef) The Company shall not be required to effect more than one registration two registrations pursuant to Section 2.1(a) or more than five registrations pursuant to Section 2.1(b). In addition, the Company shall not be required to effect any registration within 90 days after the effective date of any other Registration Statement of the Company relating to an underwritten offering. For purposes of this Section 2.1(e2.1(f), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (Commission, unless the Initiating Holder withdraws its Holders withdraw their request for such registration (other than as a result of information concerning the business or if financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (fg) If at the time of any request to register Registrable Shares by the Initiating Holder Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or 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 registrationregistration or if financial statements required for the requested registration are not then available, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Required Registrations. (a) At any time after the first anniversary earlier of December 31, 1998 or the closing of the Subscription AgreementsCompany's first Qualified Public Offering, holders of in the Investor aggregate at least 35% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 S-1 or Form S-2 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by the Investor such holders having an aggregate value offering price of at least $5,000,000 2,000,000 (based on the then current market price or fair value). , provided that, to the extent the Company is eligible to effect a registration or qualification on Form S-3 (b) or any successor Form), the Company shall be entitled to use such Form S-3 in lieu -44- 45 of Form S-1 or S-2. If the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the holders of a majority of the Registrable Shares to be sold in such offering may designate the managing underwriter of such offering, such managing underwriter to be reasonably acceptable to the Company. In the event such registration is underwritten, the right of other holders of Registrable Shares to participate shall be conditioned on such other holders' participation in such underwriting. Upon receipt of any request for registration pursuant to this Section 2such request, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders holders of Registrable Shares and all such holders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders holders may request in such notice of election, subject in the case of an underwritten offering to the approval of the underwriter managing underwriter the offering as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-1 or Form S-2 (or any successor form), or Form S-3 (or any successor form) to the extent the Company is eligible to effect a registration or qualification on such Form S-3 and so elects, of all Registrable Shares which the Company has been requested to so register. (cb) If At any time after the Initiating Holder intends Company becomes eligible to distribute file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), holders of in the aggregate at least 35% of the Registrable Shares covered by its may request by means of an underwritingthe Company, it shall so advise in writing, to effect the Company as a part of its request made pursuant to Section 2.1(aregistration on Form S-3 (or such successor form), and of Registrable Shares having an aggregate offering price of at least $500,000 (based on the current public market price). Upon receipt of any such request, the Company shall include such information in its promptly give written notice referred of such proposed registration to in Section 2.1(b). The right all holders of any other Stockholder to include its Registrable Shares in and all such registration pursuant holders shall have the right, by giving written notice to Section 2.1(a) shall be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of within 30 days after the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereofprovides its notice, to elect to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders such of their Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion as such holders may request in such registration as provided above disapproves notice of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registrationelection. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwrittenThereupon, the Company may include securities for shall, as expeditiously as possible, use its own account in best efforts to effect the registration on Form S-3, or such registration if the managing underwriter so agrees and if the number successor form, of all Registrable Shares and other securities which would otherwise have the Company has been included in such registration and underwriting will not thereby be limitedrequested to register. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (ec) The Company shall not be required to effect more than one registration two registrations pursuant to Section 2.1(a). For purposes of this Section 2.1(e)paragraph (a) above or more than four registrations pursuant to paragraph (b) above, provided, however, that the Company's obligations shall be deemed satisfied only when a Registration Statement covering all shares of Registrable Shares specified in notices received as aforesaid (or such lower number of shares as the managing underwriter shall require under paragraph (e)), for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto (other than shares provided for in over-allotment option(s)). In addition, the Company shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws its request for such required to effect any registration (other than as to a result of information concerning the business public offering that is not underwritten on Form S-3 or financial condition of the Company which is made known to the Stockholders any successor Form) within six months after the effective date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (f) If at the time of any request to register Registrable Shares by the Initiating Holder pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination Registration Statement of the Company's Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Required Registrations. (a) At any time after the first anniversary of the closing of the Subscription AgreementsCompany's first underwritten public offering of shares of Common Stock pursuant to a Registration Statement but prior to the time at which the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), the Investor Stockholder or Stockholders (other than Banyan Systems Incorporated, unless it is transferred rights under this Agreement pursuant to Section 12 hereof) may request, in writing, that the Company effect the registration on Form S-3 S-1 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by such Stockholder or Stockholders. If the Investor having holders initiating the registration intend to distribute the Registrable Shares by means of an aggregate value underwriting, they shall so advise the Company in their request, and the Company shall, if practicable, select a nationally recognized underwriter. In the event such registration is underwritten, the right of at least $5,000,000 (based other Stockholders to participate shall be conditioned on the then current market price or fair value). (b) such Stockholders' participation in such underwriting. Upon receipt of any request for registration pursuant to this Section 2such request, the Company shall promptly promptly, but in no event later than 10 days following such receipt, give written notice of such proposed registration to all other StockholdersStockholders (including Banyan Systems Incorporated). Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, subject because of marketing factors, all of the Registrable Shares requested to be registered by all Stockholders may not be included in the case offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of an underwritten offering Registrable Shares which they have requested to the approval of the managing underwriter as provided in Section 2.1(c) belowbe so registered. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-1 (or any successor form) of all Registrable Shares which the Company has been requested to so register, and shall file such Registration Statement no later than 60 days after receiving the Stockholder's request. (cb) If At any time after the Initiating Holder intends Company becomes eligible to distribute file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders (other than Banyan Systems Incorporated, unless it is transferred rights under this Agreement pursuant to Section 12 hereof) may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders (including Banyan Systems Incorporated). Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect by all Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of pro rata based upon the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares which they have requested to be so registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwrittenThereupon, the Company may include securities for shall, as expeditiously as possible, use its own account in best efforts to effect the registration on Form S-3 (or such registration if the managing underwriter so agrees and if the number successor form) of all Registrable Shares which the Company has been requested to so register, and other securities which would otherwise have been included in shall file such registration and underwriting will not thereby be limitedRegistration Statement no later than 30 days after receiving the Stockholders' request. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (ec) The Company shall not be required to effect more than one (1) registration pursuant to Section 2.1(a)paragraph (a) above and in the aggregate not more than two (2) registrations pursuant to paragraphs (a) and (b) above. For purposes In addition, the Company shall not be required to effect any registration within six (6) months after the effective date of this Section 2.1(e), any other Registration Statement of the Company. If a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective filed by the Commission (unless Company pursuant to this Section 2 is withdrawn and such withdrawal is effected at the Initiating Holder withdraws its request for such registration (other than as a result of information concerning the business or financial condition of the Company Company, then the filing thereof shall be excluded in determining the number of requests to which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor are entitled pursuant to Section 2.4)2(c) hereof. (fd) If at the time of any request to register Registrable Shares by the Initiating Holder pursuant to this Section 2.12, the Company is engaged or has fixed plans to engage within 60 days of the time of the request in a registered public offering as to which the Stockholders may include Registrable Shares pursuant to Section 3 or 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 registrationregistration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 90 four months (or two months in the case of a request to register 100,000 or fewer Registrable Shares that is delayed other than because the Company is engaged or has fixed plans to engage within 60 days of the time of the request in a registered public offering as to which the Stockholders may include Registrable Shares pursuant to Section 3) from the earlier of (i) the effective date of such offering or the date of commencement of such requestother material activity, as the case may be, or (ii) 60 days after the request to register the Registrable Shares, such right to delay a request to be exercised by the Company not more than once in any 12two-month year period. If the Company elects to delay such a registration and the Stockholders elect not to proceed with the registration after the applicable period has expired, then the request shall not count for purposes of the number of requests to which the Stockholders are entitled pursuant to Section 2(c).

Required Registrations. (a) At any time after the first anniversary of the closing of the Subscription AgreementsInitial Public Offering, the Investor Banyan may request, in writing, that the Company effect the registration on Form S-3 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by the Investor Banyan having an aggregate value of at least $5,000,000 10,000,000 (based on the then current market price or fair value). For avoidance of doubt, the parties agree that the Company shall not be required to file a registration statement on Form S-1 or Form S-2 (or any successor form which does not allow the incorporation by reference of subsequently filed Exchange Act reports). (b) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 10 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so register. (c) If the Initiating Holder Banyan intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, with the Company prior to the date hereofCompany, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors Stockholders and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall shall, except as otherwise provided in any contract to which the Company is a party, be allocated among all Other Holders and holders of Registrable Shares pro rata and Other Holders requesting registration in proportion proportion, as nearly as practicable, to the respective number of shares they have held by them at the time of the request for registration made pursuant to Section 2.1(a). For the avoidance of doubt, the parties agree that no Stockholder shall be entitled to include any shares in a registration requested pursuant to be registeredits rights under this Section 2.1 unless each Other Holder under the following listed agreements (which term includes Banyan to the extent so provided in one of the following listed agreements) is entitled to include in such registration all of the shares of Common Stock which it desires to include and which are registrable shares under one of the following listed agreements: (1) Amended and Restated Registration Rights Agreement, dated as of February 20, 1998, as amended, among the Company, America Online, Inc., Digital City Inc. and Banyan; (2) Registration Rights Agreement dated as of December 31, 1997, between the Company and Continuum Software, Inc.; (3) Amended and Restated Registration Rights Agreement dated as of May 3, 1999 between the Company and Banyan; and (4) Registration Rights Agreement dated as of June 30, 1999 between the Company and CBS Corporation. If any holder of Registrable Shares, officer, director Shares or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder Company shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the CompanyBanyan, which approval will not be unreasonably withheld. (e) The Company shall not be required to effect more than one registration pursuant to Section 2.1(a)) per year. In addition, the Company shall not be required to effect any registration within six months after the effective date of any other Registration Statement of the Company. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder Banyan withdraws its request for such registration (other than as a result of material information concerning the business or financial condition of the Company which is first made known to the Stockholders Banyan after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). In the event Banyan is, as a result of the cut-back provisions in Section 2.1(c), prohibited from selling at least 50% of the Registrable Shares with respect to which it requested registration, then such registration shall not count as a registration under this Section 2.1(e). (f) If at the time of any request to register Registrable Shares by the Initiating Holder Banyan pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or 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, then the Company, upon furnishing a certificate signed by an executive officer or the Chairman of the Board of the Company stating that the Board has made the foregoing determination, may at its option direct that such request be delayed for a period not in excess of 90 75 days from the date of such request; provided, such right to delay a request to be exercised by -------- however, that the Company may not utilize this right more than once twice in any 12-------- twelve month period.

Required Registrations. (a) Commencing six months after the closing of the Initial Public Offering, each of (i) MSTR and (ii) a Stockholder or Stockholders other than MSTR holding in the aggregate at least 35% of the Purchaser Registrable Shares then outstanding and requesting the registration of Registrable Securities having an aggregate value of at least $10,000,000 (based on the term of the then current market price for fair value), may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders. (b) At any time after the first anniversary Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), each of (i) MSTR and (ii) a Stockholder or Stockholders other than MSTR holding in the aggregate at least 20% of the closing Purchaser Registrable Shares then outstanding and requesting the registration of Registrable Securities having an aggregate value of at least $5,000,000 (based on the Subscription Agreements, the Investor then current public market price) may request, in writing, that the Company effect the registration on Form S-3 (or any such successor form or any other registration statement form which the Company is eligible to use) form), of Registrable Shares owned by the Investor having an aggregate value of at least $5,000,000 (based on the then current market price such Stockholder or fair value)Stockholders. (bc) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c2.1(d) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so register. register (c) provided, however, that in the case of a registration requested under Section 2.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form)). If the Initiating Holder intends Holders intend to distribute the Registrable Shares covered by its their request by means of an underwriting, it they shall so advise the Company as a part of its their request made pursuant to Section 2.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1(b2.1(c). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) or (b), as the case may be, shall be conditioned upon such other Stockholders' Stockholder's participation in such underwriting on the terms set forth herein. . (d) If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c2.1(a) or (b) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, with the Company prior to the date hereofCompany, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c2.1(d), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) and the securities held by Other Holders (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the Registrable Securities held by the Initiating Holders will be included prior to the inclusion of any securities held by Other Holders or to be included by the Company, and therafter, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata requesting registration in proportion proportion, as nearly as practicable, to the respective number shares they have requested of Registrable Shares held by them at the time of the request for registration made by the Initiating Holders pursuant to be registeredSection 2.1(a) or (b), as the case may be. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (de) The Initiating Holder Company shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to reasonable consultation with and the approval of the CompanyInitiating Holders, which approval will not be unreasonably withheld. (ef) The Company shall not be required to effect more than one registration for each of (i) MSTR and (ii) a Stockholder or Stockholders other than MSTR pursuant to Section 2.1(a), or more than five registrations for each of (i) MSTR and (ii) a Stockholder or Stockholders other than MSTR pursuant to Section 2.1(b) . In addition, the Company shall not be required to effect any registration (other than on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of the Registration Statement relating to the Initial Public Offering. For purposes of this Section 2.1(e2.1(f), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws its Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (fg) If at the time of any request to register Registrable Shares by the Initiating Holder Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, with respect to which the Company furnishes to Initiating Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith determination judgment of the Company's Board of Directors, it would be adversely affected by materially detrimental to the requested registrationCompany 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 may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Required Registrations. (a) At any time after the first anniversary of the closing of the Subscription AgreementsCompany's first underwritten public offering of shares of Common Stock pursuant to a Registration Statement, the Investor Purchaser may request, in writing, that the Company effect the registration on Form S-3 S-1 or Form S-2 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by the Investor Purchaser and having an aggregate value offering price of at least $5,000,000 (based on the then current public market price or fair value). (b) Upon receipt . If the Purchaser intends to distribute the Registrable Shares by means of any request for registration pursuant to this Section 2an underwriting, the Company Purchaser shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to so advise the Company within 30 days after the Company provides in its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) belowrequest. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 or Form S-2 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), the Purchaser may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the then current public market price). Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register. (c) If the Initiating Holder intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (e) The Company shall not be required to effect more than one registration two registrations pursuant to Section 2.1(a)1(a) above or more than one registration during any period of twelve consecutive months pursuant to Section 1(b) above; PROVIDED, HOWEVER, that such obligation shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such Registrable Shares have been sold pursuant thereto. For purposes of this Section 2.1(e)In addition, a Registration Statement the Company shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws its request for such required to effect any registration (other than as a result on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of information concerning the business or financial condition any other Registration Statement on Form S-1 of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)Company. (fd) If at the time of any request to register Registrable Shares by the Initiating Holder pursuant to this Section 2.11, the Company is engaged or has plans to engage within 90 days of the time of the request in a registered public offering of securities for its own account or 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 registrationregistration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days six months from the effective date of such offering or the date of commencement of such requestother material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12twelve-month period.

Required Registrations. (a) At any time after the first anniversary Effective Time, the Purchasers may request once only, in writing, that the Company effect the registration on Form S-1 (or such successor form), of Registrable Shares having an aggregate value of at least $1,000,000 (based on the then current public market price); PROVIDED, HOWEVER, that if the Company is eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), such registration may be effected on Form S-3 (or any successor form relating to secondary offerings). (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding in the aggregate at least 25% of the closing of the Subscription Agreements, the Investor Registrable Shares then outstanding may request, in writing, that the Company effect the registration (which may, at such Stockholder's request, be a shelf registration pursuant to Rule 415 of the Securities Act) on Form S-3 (or any such successor form or any other registration statement form which the Company is eligible to use) form), of Registrable Shares owned by the Investor having an aggregate value of at least $5,000,000 1,000,000 (based on the then current public market price or fair valueprice). (bc) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c2.1(d) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so registerregister (provided, however, that in the case of a registration requested under Sections 2.1(a) or (b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form). (cd) If the Initiating Holder intends Holders intend to distribute the Registrable Shares covered by its their request by means of an underwriting, it they shall so advise the Company as a part of its their request made pursuant to Section Sections 2.1(a) or (b), and the Company shall include such information in its written notice referred to in Section 2.1(b2.1(c). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section Sections 2.1(a) or (b) shall be conditioned upon such other Stockholders' Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c2.1(d) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, with the Company prior to the date hereofCompany, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED provided, however, that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c2.1(d), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (any stockholder other than Registrable Shares) the Purchasers shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata requesting registration in proportion proportion, as nearly as practicable, to the respective number shares they have requested of Registrable Shares held by them at the time of the request for registration made by the Initiating Holders pursuant to be registeredSections 2.1(a) or (b). If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (de) The Initiating Holder Company shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section Sections 2.1(a) or (b), subject to the approval of the CompanyInitiating Holders, which approval will not be unreasonably withheldwithheld or delayed. (ef) The Company shall not be required to effect more than one registration three (3) registrations pursuant to Section 2.1(a) or (b). In addition, the Company shall not be required to effect any registration (other than on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of any other Registration Statement of the Company. For purposes of this Section 2.1(e2.1(f), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws its Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (fg) If at the time of any request to register Registrable Shares by the Initiating Holder Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or 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, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Required Registrations. (a) At any time Commencing on the earlier of (i) two (2) years after the first anniversary date of the closing Closing or (ii) one (1) year after the consummation of the Subscription AgreementsInitial Public Offering of the Company, a Stockholder or Stockholders holding in the Investor aggregate at least 25% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 S-1 (or any successor form or any other registration statement form which the Company is eligible to useform) of no less than 20% of the Registrable Shares owned held by such Stockholders as a group, such Registrable Shares having a minimum anticipated net aggregate offering price in excess of $2,000,000 (excluding underwriting discounts and commissions). Any demand registration pursuant to this subsection 8.3 must be underwritten on a firm commitment basis. In the Investor having an aggregate value event such registration is underwritten, the right of at least $5,000,000 (based other Stockholders to participate shall be conditioned on such Stockholders’ participation in such underwriting upon the then current market price or fair value). (b) same terms and conditions. Upon receipt of any request for registration pursuant to this Section 2such request, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 thirty (30) days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the underwriter managing underwriter as provided in Section 2.1(c) belowthe offering. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration registration, on Form S-1 (or any successor form), of all Registrable Shares which the Company has been requested to so register. (cb) If At any time after the Initiating Holder intends Company becomes eligible to distribute file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding in the aggregate Registrable Shares having a market value of $1,000,000, may request the Company, in writing, to effect the registration on Form S-3 (or any successor form), of all or such portion of the Registrable Shares covered by its request by means Securities as the holder or holders shall specify. Upon receipt of an underwritingany such request, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its promptly give written notice referred of such proposed registration to in Section 2.1(b)all Stockholders. The right of any other Stockholder Such Stockholders shall have the right, by giving written notice to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of within thirty (30) days after the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereofprovides its notice, to elect to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders such of their Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion as such Stockholders may request in such registration as provided above disapproves notice of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registrationelection. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwrittenThereupon, the Company may include securities for shall, as expeditiously as possible, use its own account in such best efforts to effect the registration if the managing underwriter so agrees and if the number on Form S-3 (or any successor form) of all Registrable Shares and other securities which would otherwise have the Company has been included in such registration and underwriting will not thereby be limitedso requested to register. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (ec) The Company shall not be required to effect more than one registration two (2) registrations pursuant to Section 2.1(a)paragraph (a) above. For purposes of this Section 2.1(e)In addition, a Registration Statement the Company shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws its request for such required to effect any registration (other than as a result on Form S-3 or any successor form relating to secondary offerings) within six (6) months after the effective date of information concerning the business or financial condition any other Registration Statement of the Company. Under paragraph (b) above, the Stockholder or Stockholders holding in the aggregate Shares having a market value of $1,000,000 shall have the right to require the Company which is made known to the Stockholders after the date effect an unlimited number of registrations on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)Form S-3. (fd) If at the time of any request to register Registrable Shares by the Initiating Holder pursuant to this Section 2.1subsection 8.3, the Company is engaged or has firm plans to engage within ninety (90) days of the time of the request in a registered public offering as to which the Stockholders may include Registrable Shares pursuant to subsection 8.4 or is engaged in any other activity which, in the good faith determination of the Company's ’s Board of Directors, would be adversely affected by the requested registrationregistration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 90 one hundred twenty (120) days from the effective date of such requestoffering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12-month periodonce.

Required Registrations. (a) At any time after one year from the first anniversary date hereof, a Stockholder or Stockholders holding in the aggregate at least 50% of the closing voting power of the Subscription Agreements, the Investor Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 (or any successor form or any other registration statement form which of the Company is eligible to use) of Registrable Shares owned by such Stockholder or Stockholders. If the Investor having holders initiating the registration intend to distribute the Registrable Shares by means of an aggregate value of at least $5,000,000 (based on underwriting, they shall so advise the then current market price or fair value). (b) Company in their request. Upon receipt of any request for registration pursuant to this Section 2such request, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration of all Registrable Shares which the Company has been requested to so register. (c) If the Initiating Holder intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (eb) The Company shall not be required to effect more than one registration in total pursuant to Section 2.1(a). For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission paragraph (unless the Initiating Holder withdraws its request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requesteda) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)above. (fc) If at the time of any request to register Registrable Shares by the Initiating Holder pursuant to this Section 2.12, the Company is engaged or has fixed plans to engage within 90 days of the time of the request in a registered public offering as to which the Stockholders may include Registrable Shares pursuant to Section 3 or 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 registrationregistration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days six months from the effective date of such offering or the date of commencement of such requestother material activity, as the case may be. (d) In connection with any offering under this Section 2 involving an underwriting, the right of other Stockholders to participate shall be conditioned on such right Stockholders participating in such underwriting and execute the underwriting agreement with the underwriter chosen by the Stockholders initiating the offering to delay a request underwrite the offering. Further, if in the opinion of the underwriter managing any underwritten offering the registration of all the Registrable Shares sought to be exercised by included would materially and adversely affect such public offering, then the Company not more than once shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such material adverse effect, and any 12-month periodlimitation on participation in the offering will be imposed pro rata with respect to all such Registrable Shares.

Required Registrations. (a) 3.1 At any time after the first anniversary earlier of (a) six (6) months after the effective date of the closing Company’s initial public offering of the Subscription Agreementsits equity securities and (b) May 31, 2009, the Investor Initiating Purchasers may request, in writing, on up to two (2) separate occasions, that the Company effect the a registration on Form S-3 S-1 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by one or more Purchasers so long as the Investor having anticipated aggregate gross proceeds in any such registration are anticipated to exceed $10,000,000. If the Initiating Purchasers intend to distribute the Registrable Shares by means of an aggregate value underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of at least $5,000,000 (based other Purchasers to participate in such registration shall be conditioned on the then current market price or fair value). (b) such Purchasers’ participation in such underwriting. Upon receipt of any such request for registration pursuant to this Section 2from the Initiating Purchasers, the Company shall promptly give written notice of such proposed registration to all other StockholdersPurchasers. Such Stockholders other Purchasers shall have the right, by giving written notice to the Company within 30 thirty (30) days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders Purchasers may request in such notice of election. All Purchasers proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement with respect to such Registrable Shares in customary form with an underwriter or underwriters that is selected pursuant to Section 13 hereof. The Company shall, subject at its own expense and as expeditiously as possible, use its best efforts to effect the registration, on Form S-1 (or any successor form), of all Registrable Shares that the Company has been requested to so register. If the underwriter determines that in its good faith view, marketing factors require a limitation of the case number of an shares to be underwritten offering and provides written notice of such to the approval holders of Registrable Shares requesting registration and the Company of such determination, then the Company shall exclude from such registration (i) first, securities held by any Person who does not have any contractual rights to cause the Company to register such securities, (ii) second, securities held by any Person with such contractual rights other than those granted under this Agreement and (iii) third, shares held by the holders of Registrable Shares pro rata among such holders on the basis of the managing underwriter respective number of shares of Common Stock requested to be included in such registration. If any registration statement requested pursuant to this Section 3.1 does not become effective or, after any registration statement requested pursuant to this Section 3.1 becomes effective, less than fifty percent (50%) of the Registrable Shares requested to be included in such registration have been sold thereunder, the request for such registration shall not be included as provided one of the registrations that may be requested pursuant to this Section 3.1 and, notwithstanding anything to the contrary contained in Section 2.1(c6 hereof, shall be at the sole expense of the Company. 3.2 After its initial public offering, the Company shall use its best efforts to qualify on Form S-3 (or any successor form relating to secondary offerings, hereinafter, “Form S-3”). At any time after the Company becomes eligible to file a Registration Statement on Form S-3, in addition to the rights set forth in Section 3.1 above, the Purchasers will have the right to require the Company to effect Registration Statements on Form S-3 of Registrable Shares having a minimum anticipated gross proceeds in each registration on Form S-3 of at least $500,000; provided, however, that the Company shall not be required to effect more than three (3) belowsuch Registration Statements in any twelve (12)-month period. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all other Purchasers. Such other Purchasers shall have the right, by giving written notice to the Company within thirty (30) days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Purchasers may request in such notice of election. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 of all Registrable Shares which that the Company has been requested to so register. (c) If the Initiating Holder intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (e) The Company shall not be required to effect more than one registration pursuant to Section 2.1(a). For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws its request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (f) 3.3 If at the time of any request to register Registrable Shares by the Initiating Holder pursuant to this Section 2.13, (a) the Company has not delayed any other registration pursuant to this Section 3 for any period of time during the preceding twelve (12) month period and (b) the Company is engaged engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a registered public offering or is engaged in any other activity whichas to which the Purchasers may include Registrable Shares pursuant to Section 4, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that delay any such request be delayed requested registration for a period not in excess of 90 up to ninety (90) days from the effective date of such requestoffering, provided that the Company is actively employing all good faith efforts to cause the occurrence of such registered public offering, such right to delay a request to be exercised by the Company not more than once in any twelve (12-) month period.

Required Registrations. (a1) At any time after the first anniversary of the closing of the Subscription Agreements, the either Investor may request, in writing, that the Company effect the registration on Form S-3 (or any successor form or any other registration statement form which the Company is eligible to use) of Registrable Shares owned by the such Investor having an aggregate value of at least $5,000,000 (based on the then current market price or fair value). (b2) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, effect the registration of all Registrable Shares which the Company has been requested to so register. (c3) If the Initiating Holder intends Holders intend to distribute the Registrable Shares covered by its their request by means of an underwriting, it they shall so advise the Company as a part of its their request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d4) The Initiating Holder Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (e5) The Company shall not be required to effect more than one two registrations pursuant to Section 2.1(a), and neither Investor, acting individually, shall be entitled to request a registration pursuant to Section 2.1(a) more than once. In addition, in the event that Form S-3 is not available to the Company, the Company shall not be required to effect more than one registration on Form S-1 pursuant to Section 2.1(a), and any request to effect a registration on Form S-1 shall be made jointly by both Investors. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws its Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (f6) If at the time of any request to register Registrable Shares by the Initiating Holder Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or 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, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Required Registrations. (a) At Commencing at any time after September 15, 1999, for as long as the first anniversary Stockholder holds five percent or more of the closing outstanding shares of Common Stock of the Subscription AgreementsCompany, the Investor Stockholder may requestrequest in a written notice (which request shall state the number of Registrable Shares to be so registered, in writingthe intended method of distribution and a certification as to the market value of such shares, as described below), that the Company file a registration statement under the Securities Act (or a similar document pursuant to any other statute then in effect corresponding to the Securities Act) covering the registration on Form S-3 (of any or any successor form or any other registration statement form which the Company is eligible to use) of all Registrable Shares Stock owned by the Investor having Stockholder and any Permitted Transferee, provided that either (i) such Registrable Stock has an aggregate value offering price of at least $5,000,000 3,000,000 (based on the last reported sale price for the Common Stock on the Business Day preceding the date of such written request, as reported by the OTC Bulletin Board or any other exchange or market on which the Common Stock is then current market price listed or fair value)included for quotation) or (ii) such Registrable Stock represents 100% of any combination of Company securities consisting of, or convertible into, shares of Common Stock Beneficially Owned by the Stockholder and its Permitted Transferees. Following receipt of any notice under this Section 5.03, the Company shall use its best efforts to cause to be registered under the Securities Act all Registrable Stock that the Stockholder requested be registered in accordance with the manner of disposition specified in such notice. (b) Upon receipt of any request for registration pursuant If the Stockholder intends to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, effect the registration of all Registrable Shares which the Company has been requested to so register. (c) If the Initiating Holder intends to distribute the Registrable Shares covered by its request Stock distributed by means of an underwritingunderwritten offering, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a), Stockholder and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters which shall contain any customary provisions (including, without limitation, including customary provisions with respect to indemnification and contribution provisions on by the part Company of the Companyunderwriters) with as the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification underwriters may reasonably request. Such underwriter or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) underwriters shall be excluded from such registration and underwriting to the extent deemed advisable selected by the managing underwriter, Stockholder and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom approved by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will shall not be unreasonably withheld. (ec) The Notwithstanding any provision of this Agreement to the contrary: (i) the Company shall not be required to effect a registration pursuant to this Section 5.03 during the period starting with the date which is 30 days prior to the date of the initial public filing by the Company of, and ending on a date 120 days following the effective date of, a registration statement pertaining to a public offering of securities for the account of the Company or on behalf of the selling stockholders under any other registration rights agreement which the Stockholder has been entitled to join pursuant to Section 5.04; provided that the Company shall actively employ in good faith all reasonable efforts to cause such registration statement to become effective as soon as possible; (ii) if (A) (i) the Company is in possession of material nonpublic information relating to the Company or any Subsidiary and (ii) the Company determines in good faith that public disclosure of such material nonpublic information would not be in the best interests of the Company and its stockholders, (B) (i) the Company has made a public announcement relating to an acquisition or business combination transaction that includes the Company and/or one or more of its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole and (ii) the Company determines in good-faith that (x) offers and sales of Registrable Stock pursuant to any registration statement prior to the consummation of such transaction (or such earlier date as the Company shall determine) is not in the best interests of the Company and its stockholders or (y) it would be impracticable at the time to obtain any financial statements relating to such acquisition or business combination transaction that would be required to be set forth in a registration statement or (C) the Company shall furnish to the Stockholder a certificate signed by the president of the Company stating that in the good faith opinion of the Board such registration would interfere with any material transaction or financing, confidential negotiations or business activities then being pursued by the Company or any of its Subsidiaries, then, in any such case, the Company's obligation to use all reasonable efforts to file a registration statement shall be deferred, or the effectiveness of any registration statement may be suspended, in each case for a period not to exceed 120 days; provided that the Company may not delay the filing or suspend the effectiveness of any registration statement under this Section 5.03(ii) on more than one occasion in any consecutive 12-month period; (iii) the Company shall not be required to effect a registration pursuant to this Section 2.1(a5.03 if the Registrable Stock requested by the Stockholder to be registered pursuant to such registration are included in, and eligible for sale under, a Shelf Registration (as defined below). For ; and (iv) the Company shall not be required to effect a registration pursuant to this Section 5.03 within six months after the effective date of any other registration statement registering shares to be sold by the Company. (d) The Company shall not be obligated to effect and pay for more than two registrations pursuant to this Section 5.03 (both of which may be Shelf Registrations requested pursuant to Section 5.05); provided that a registration requested pursuant to this Section 5.03 shall not be deemed to have been effected for purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement 5.03(d) unless (i) it has been declared effective by the Commission SEC, (unless ii) it has remained effective for the Initiating Holder withdraws its request for period set forth in Section 5.06(a) and (iii) the offering of Registrable Stock pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than as a result of information concerning the business any such stop order, injunction, or financial condition other requirement of the Company which is made known to SEC prompted by any act or omission of the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4Stockholder). (f) If at the time of any request to register Registrable Shares by the Initiating Holder pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or 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, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Required Registrations. (a) a. At any time after the first anniversary issuance of the closing of the Subscription AgreementsRegistrable Shares, the Investor a Stockholder or Stockholders may request, in writing, that the Company effect the registration on Form S-3 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by the Investor such Stockholder or Stockholders having an aggregate value offering price, net of underwriting discounts and commissions, of at least $5,000,000 500,000 (based on the then current market price or fair value). (b) . If the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting and the inclusion of such Stockholders' Registrable Shares in the underwriting to the extent provided in this Section 2. The Company and all Stockholders proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Upon receipt of any request for registration pursuant to this Section 2such request, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, subject because of marketing factors, all of the Registrable Shares requested to be registered by all Stockholders may not be included in the case offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of an underwritten offering Registrable Shares which they have requested to the approval of the managing underwriter as provided in Section 2.1(c) belowbe so registered. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (c) If the Initiating Holder intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (e) b. The Company shall not be required to effect more than one registration pursuant to Section 2.1(a)paragraph (a) above during any twelve-month period and no more than three such registrations in the aggregate. For purposes of this Section 2.1(e)In addition, a Registration Statement the Company shall not be counted until such time as such required to cause or permit any Registration Statement has been declared to become effective by pursuant to this Section 2 during the Commission (unless 180-day period after the Initiating Holder withdraws its request for such registration (other than as a result of information concerning the business or financial condition closing date of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)GMO IPO. (f) c. If at the time of any request to register Registrable Shares by the Initiating Holder pursuant to this Section 2.12, the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering or 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 registrationregistration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days three months from the effective date of such offering or the date of commencement of such requestother material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12twelve-month period.

Required Registrations. (a) At any time after October 1, 1998, a Stockholder or Stockholders holding in the first anniversary aggregate at least 51% of the closing Stockholder Registrable Shares (determined without regard to the second to last sentence under the definition of the Subscription Agreements, the Investor Stockholder Registrable Shares) may request, in writing, that the Company effect the registration on Form S-3 S-1 or Form S-2 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by the Investor having such Stockholder or Stockholders with an aggregate value of at least $5,000,000 5,000,000; PROVIDED, HOWEVER, that no Stockholder or Stockholders shall have the right to request a registration pursuant to this Section 2(a) at any time the Company is eligible to file a Registration Statement on Form S-3 (based on the then current market price or fair value)any successor form) or any other Form applicable to secondary offerings. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding in the aggregate at least 51% of the Stockholder Registrable Shares (determined without regard to the second to last sentence under the definition of Stockholder Registrable Shares) may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares held by such holders with an aggregate value of at least $1,000,000. (c) In the case of a registration requested pursuant to this Section 2, if the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting. (d) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering underwriting to the approval of the underwriter managing underwriter the offering as provided in Section 2.1(c2(e) below and to the priorities set forth in Section 2(g) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the regis tration on Form S-1 or Form S-2 (or any successor forms) in the case of a registration requested pursuant to Section 2(a) above, or on Form S-3 (or such successor form), in the case of a registration requested pursuant to Section 2(b) above, of all Registrable Shares which the Company has been requested to so register. (ce) If the Initiating Holder intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of Notwithstanding any other Stockholder to include its Registrable Shares in such provision of this Section 2, if the managing underwriter advises the Stockholders initiating a registration pursuant to Section 2.1(a2(c) in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Stockholders initiating the registration shall so advise all other Stockholders holding Registrable Shares which would otherwise be included in the underwriting and the number of Registrable Shares that may be included in the underwriting shall be conditioned upon allocated among all such other Stockholders' participation , including the Stockholders initiating the registration, in proportion (as nearly as practicable) to the number of Registrable Shares of the Company owned by each such underwriting on the terms set forth hereinStockholder. If the Company desires that any officers or directors managing underwriter does not limit the number of Registrable Shares to be underwritten subject to Section 2(g) below, the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if and other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior have registration rights similar to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company those set forth herein may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute Common Stock for their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account accounts in such registration if the managing underwriter so agrees states that such inclusion would not adversely affect the offering of Registrable Shares for any reason and if the number of Registrable Shares and other securities held by the Stockholders which would otherwise have been included in such registration and underwriting will not thereby be limitedlimited or reduced. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (ef) The Company shall not be required to effect more than one registration pursuant to Section 2.1(a2(a) above ("Demand Registration Statement") but may be required to effect Demand Registration Statements pursuant to Section 2(b) above without limitation other than as set forth in Section 2(b). In addition, the Company shall not be required to effect more than one registration pursuant to this Section 2 during any six month period. For purposes of this Section 2.1(e2(f), a Registration Statement shall not be counted as a Demand Registration Statement until such time as such Registration Statement has been declared effective by the Commission and has remained effective for 120 days, or if sooner, until all the Registrable Shares registered thereunder have been sold. (unless g) The Company will include Common Stock in an underwritten Demand Registration Statement required pursuant to Sections 2(a) or 2(b) above as follows: (i) First, among the Initiating Holder withdraws its request for holders of Stockholders who have requested to be included in such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)2 hereof, PRO RATA based upon the number of Registrable Shares owned by each Stockholder. (fii) If at Second, PRO RATA among the time of any request to register other persons or entities holding Other Registrable Shares by the Initiating Holder pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or 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, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month periodShares.

Required Registrations. (a) At any time after the first anniversary earlier of December 1, 2001, or six months after the closing of the Subscription AgreementsCompany's first underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Stockholder or Stockholders holding in the Investor aggregate at least 35% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 S-1 or Form S-2 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by the Investor such Stockholder or Stockholders having an aggregate value offering price of at least $5,000,000 7,500,000 (based on the then current market price or fair value). (b) . If the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting. Upon receipt of any request for registration pursuant to this Section 2such request, the Company shall promptly give written notice of such proposed registration to all other an Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, subject because of marketing factors, all of the Registrable Shares requested to be registered by all Stockholders may not be included in the case offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon their total ownership of an underwritten offering shares of Common Stock (giving effect to the approval conversion into Common Stock of all securities convertible thereunto). For purposes of making any such reduction, each Purchaser which is a partnership, together with the affiliates, partners and retired partners of such Purchaser, 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 managing underwriter foregoing persons shall be deemed to be a single "holder," and any pro-rata reduction with respect to such "holder" shall be based upon the aggregate amount of Registrable Shares owned by all entities and individuals included in such "holder," as provided defined in Section 2.1(c) belowthis sentence (and the aggregate amount so allocated to such "holder" shall be allocated among the entities and individuals included in such "holder" in such manner as such Purchaser may reasonably determine). Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-1 or Form S-2 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (cb) If At any time after the Initiating Holder intends Company becomes eligible to distribute file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $500,000 (based on the then current public market price). Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, an of the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect by all Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon their total ownership of shares of Common Stock (giving effect to the conversion into Common Stock of all securities convertible thereunto). For purposes of making any such reduction, each Purchaser which is a partnership, together with the affiliates, partners and retired partners of such Purchaser, 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 Company held by officers or directors of the Company (other than Registrable Shares) foregoing persons shall be excluded from deemed to be a single "holder," and any pro-rata reduction with respect to such registration "holder" shall be based upon the aggregate amount of Registrable Shares owned by all entities and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be individuals included in such registration "holder," as defined in this sentence (and underwriting the aggregate amount so allocated to such "holder" shall be allocated among all Other Holders the entities and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion individuals included in such registration "holder" in such manner as provided above disapproves of the terms of the underwriting, such person Purchaser may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registrationreasonably determine). If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwrittenThereupon, the Company may include securities for shall, as expeditiously as possible, use its own account in best efforts to effect the registration on Form S-3 (or such registration if successor form) of all Registrable Shares which the managing underwriter Company has been requested to so agrees and if the register. The Stockholders shall be entitled to an unlimited number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested registrations pursuant to Section 2.1(athis paragraph (b), subject to the approval of the Company, which approval will not be unreasonably withheldlimitations described above. (ec) The Company shall not be required to effect more than one registration two registrations pursuant to Section 2.1(a). For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission paragraph (unless the Initiating Holder withdraws its request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requesteda) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)above. (fd) If at the time of any request to register Registrable Shares by the Initiating Holder pursuant to this Section 2.11.2, the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering as to which the Stockholders may include Registrable Shares pursuant to Section 1.3 or 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 registrationregistration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 90 120 days from the effective date of such requestoffering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12two-month year period.

Required Registrations. (a) At any time after the first anniversary earlier of (x) two years from the date hereof or (y) six months after the closing of the Subscription AgreementsInitial Public Offering, a Stockholder or Stockholders may request, in writing, that the Investor Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders having an aggregate value of at least $20,000,000 (based on the then current market price or fair value of the Common Stock as determined in good faith by the Board of Directors). (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 (or any its successor form or any other registration statement form which the Company is eligible to use) form), of Registrable Shares owned by the Investor having an aggregate value of at least $5,000,000 10,000,000 (based on the then current public market price or fair valueof the Common Stock). (bc) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c2.1(d) below. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so registerregister (provided, however, that in the case of a registration requested under Section 2.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form)). (cd) If the Initiating Holder intends Holders intend to distribute the Registrable Shares covered by its their request by means of an underwriting, it they shall so advise the Company as a part of its their request made pursuant to Section 2.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1(b2.1(c). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) or (b), as the case may be, shall be conditioned upon such other Stockholders' Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to this Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion2.1(d), the Company may include the securities of such officers, officers and directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, officers and directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c2.1(d), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata requesting registration in proportion proportion, as nearly as practicable, to the respective number shares they have requested of Registrable Shares held by them at the time of the request for registration made by the Initiating Holders pursuant to be registeredSection 2.1(a) or (b), as the case may be. If any holder of Registrable Shares, officer, officer or director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (de) The Initiating Holder Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. (ef) The Company shall not be required to effect more than one registration three registrations pursuant to Section 2.1(a) in total, or in any 12-month period more than two registrations pursuant to Section 2.1(b). In addition, the Company shall not be required to effect any Registration Statement hereunder (other than on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of the Registration Statement relating to the Initial Public Offering or within three months after the effective date of any other Registration Statement relating to an underwritten public offering. For purposes of this Section 2.1(e2.1(f), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws its Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). For purposes of this Section 2.1(f), a Registration Statement shall not be counted if, as a result of an exercise of the underwriter's cut-back provisions, less than seventy-five percent (75%) of the total number of Registrable Shares that Stockholders have requested to be included in such Registration Statement are so included. (fg) If at the time of any request to register Registrable Shares by the Initiating Holder Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or 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, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Required Registrations. (a) At any time after Commencing on the first anniversary of the closing of the Subscription AgreementsInitial Public Offering of the Company, a Stockholder or Stockholders holding in the Investor aggregate at least 50% of the Registrable Shares or stockholders holding in the aggregate at least 50% of the Series 5 Stock or the Common Stock into which the Series 5 Stock is convertible, may request, in writing, that the Company effect the registration on Form S-3 S-1 or Form SB-2 (or any successor form or any other registration statement form which the Company is eligible to useforms) of Registrable Shares owned by the Investor having an anticipated net aggregate value offering price in excess of at least $5,000,000 (based on the then current market price or fair valueafter deducting underwriting discounts and commissions). (b) Upon receipt of any request for . Any demand registration pursuant to this Section 22 must be underwritten on a firm commitment basis and the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting upon the same terms and conditions. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the underwriter managing underwriter as provided in Section 2.1(c) belowthe offering. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration registrations, on Form S-1 or Form SB-2 (or any successor form), of all Registrable Shares which the Company has been requested to so register. (cb) If At any time after the Initiating Holder intends Company becomes eligible to distribute file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding in the aggregate Registrable Shares having a market value of $1,000,000, may request the Company, in writing, to effect the registration on Form S-3 (or any successor form), of all or such portion of the Registrable Shares covered by its request by means as such holder or holders shall specify. Upon receipt of an underwritingany such request, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its promptly give written notice referred of such proposed registration to in Section 2.1(b)all Stockholders. The right of any other Stockholder Such Stockholders shall have the right, by giving written notice to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of within 30 days after the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereofprovides its notice, to elect to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders such of their Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion as such Stockholders may request in such registration as provided above disapproves notice of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registrationelection. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwrittenThereupon, the Company may include securities for shall, as expeditiously as possible, use its own account in such best efforts to effect the registration if the managing underwriter so agrees and if the number on Form S-3 (or any successor form) of all Registrable Shares and other securities which would otherwise have the Company has been included in such registration and underwriting will not thereby be limitedso requested to register. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (ec) The Company shall not be required to effect more than one two registrations pursuant to paragraph (a) above provided however the Additional Stockholders shall be entitled to demand the filing of a registration statement pursuant to paragraph (a) above on not less than two occasions whether or not they have included any of their Registrable Shares in prior Registration Statements filed as a result of the demand by other Stockholders pursuant to paragraph (a) above. Unless otherwise requested by the selling Stockholders, a registration pursuant to Section 2.1(a)paragraph (a) above shall not count as one of the permitted registrations until it has become effective. For purposes Unless otherwise requested by the selling Stockholders, the last registration pursuant to paragraph (a) above shall not count as one of this Section 2.1(e)the permitted registrations unless the holders of Registrable Shares are able to register and sell at least ninety percent (90%) of the Registrable Shares requested to be included in such registration. In addition, a Registration Statement the Company shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws its request for such required to effect any registration (other than as a result of information concerning the business on Form S-3 or financial condition of the Company which is made known any successor form relating to the Stockholders secondary offerings) within six months after the effective date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (f) If at the time of any request to register Registrable Shares by the Initiating Holder pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination Registration Statement of the Company's Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.the

Required Registrations. (a) At any time after the first anniversary of the closing of the Subscription AgreementsInitial Public Offering, the Investor Banyan may request, in writing, that the Company effect the registration on Form S-3 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by the Investor Banyan, having an aggregate value of at least $5,000,000 10,000,000 (based on the then current market price or fair value). For avoidance of doubt, the parties agree that the Company shall not be required to file a registration statement on Form S-1 or Form S-2 (or any successor form which does not allow the incorporation by reference of subsequently filed Exchange Act reports). (b) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 10 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so register. (c) If the Initiating Holder Banyan intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, with the Company prior to the date hereofCompany, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors Stockholders and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall shall, except as otherwise provided in any contract to which the Company is a party, be allocated among all Other Holders and holders of Registrable Shares pro rata and Other Holders requesting registration in proportion proportion, as nearly as practicable, to the respective number of shares they have held by them at the time of the request for registration made pursuant to Section 2.1(a). For the avoidance of doubt, the parties agree that no Stockholder shall be entitled to include any shares in a registration requested pursuant to be registeredits rights under this Section 2.1 unless each Other Holder under the following listed agreements (which term includes Banyan to the extent so provided in one of the following listed agreements) is entitled to include in such registration all of the shares of Common Stock which it desires to include and which are registrable shares under one of the following listed agreements: (1) Amended and Restated Registration Rights Agreement, dated as of February 20, 1998, as amended, among the Company, America Online, Inc., Digital City Inc. and Banyan; (2) Registration Rights Agreement dated as of December 31, 1997, between the Company and Continuum Software, Inc.; (3) Amended and Restated Registration Rights Agreement dated as of May 3, 1999 between the Company and Banyan; and (4) Registration Rights Agreement dated as of June 30, 1999 between the Company and CBS Corporation. If any holder of Registrable Shares, officer, director Shares or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder Company shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the CompanyBanyan, which approval will not be unreasonably withheld. (e) The Company shall not be required to effect more than one registration pursuant to Section 2.1(a)) per year. In addition, the Company shall not be required to effect any registration within six months after the effective date of any other Registration Statement of the Company. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder Banyan withdraws its request for such registration (other than as a result of material information concerning the business or financial condition of the Company which is first made known to the Stockholders Banyan after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). In the event Banyan is, as a result of the cut-back provisions in Section 2.1(c), prohibited from selling at least 50% of the Registrable Shares with respect to which it requested registration, then such registration shall not count as a registration under this Section 2.1(e). (f) If at the time of any request to register Registrable Shares by the Initiating Holder Banyan pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or 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, then the Company, upon furnishing a certificate signed by an executive officer or the Chairman of the Board of the Company stating that the Board has made the foregoing determination, may at its option direct that such request be delayed for a period not in excess of 90 75 days from the date of such request; provided, such right to delay a request to be exercised by however, that the Company may not utilize this right more than once twice in any 12-twelve month period.

Required Registrations. (a) At any time after the first anniversary Company's Initial Public Offering, the Preferred Stockholders holding in the aggregate at least thirty-five percent (35%) of the Registrable Shares then outstanding may request, in writing, that the Company effect the registration on Form S-l or Form S-2 (or any successor form) of Registrable Shares owned by such Preferred Stockholder or Preferred Stockholders. The Company shall not register any additional shares of stock of the Company on a Registration Statement at the same time as a demand registration pursuant to this Section 2.1 without the prior written consent of the Preferred Stockholders holding at least a majority of the Registrable Shares to be included in the demand registration. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), any Preferred Stockholder that held greater than 8,177,284 shares of Series A-l Preferred Stock immediately following closing of the Subscription AgreementsFinancing (each, the Investor a "Major Stockholder") may request, in writing, that the Company effect the registration on Form S-3 (or any such successor form or any other registration statement form which the Company is eligible to use) of Registrable Shares owned by the Investor having an aggregate value of at least $5,000,000 (based on the then current market price or fair valueform). (bc) Upon receipt of any request for registration pursuant to this Section 22.1 (a) or 2.1(b), the Company shall promptly give written notice of such proposed registration to all other StockholdersPreferred Stockholders in accordance with Section 6.1. Such Preferred Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its registration notice, to elect to have included in such registration such the number of their Registrable Shares as such Preferred Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval terms of the managing underwriter as provided in Section 2.1(c) below2.1(d). Thereupon, the Company shall, as expeditiously as possible, shall use commercially reasonable efforts to effect the registration on an appropriate Registration Statement of all Registrable Shares which that the Company has been requested to so register; provided however, that in the case of a registration requested under Section 2.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form). (cd) If the Initiating Holder intends Holders intend to distribute the Registrable Shares covered by its their request by means of an underwriting, it they shall so advise the Company as a part of its their request made pursuant to Section 2.1(a2.1 (a) or 2.1(b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1(b2.1(c). The In such event, (i) the right of any other Preferred Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) or 2.1(b) shall be conditioned upon such other Stockholders' Preferred Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c, and (ii) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders all Preferred Stockholders including Registrable Shares in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in upon customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) terms with the underwriter or underwriters managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the . The Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the CompanyInitiating Holders, which approval will shall not be unreasonably delayed or withheld. If any Preferred Stockholder who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such person may elect, by written notice to the Company, to withdraw its Registrable Shares from such registration and underwriting. In an underwritten offering, if the managing underwriter advises the Company in writing that market factors require a limitation on the number of shares to be underwritten, the number of Registrable Shares to be included in the Registration Statement and underwriting shall be allocated among all Preferred Stockholders requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a) or 2.1(b), as the case may be. If any Preferred Stockholder would thus be entitled to include more Registrable Shares than such Preferred Stockholder requested to be registered, the excess shall be allocated among other requesting Preferred Stockholders pro rata in the manner described in the preceding sentence. (e) The Company shall not be required to effect more than one registration two (2) registrations requested by the Preferred Stockholders pursuant to Section 2.1(a)) above. The Company shall not be required to effect in any twelve (12) month period more than three (3) registrations requested by the Major Stockholders pursuant to Section 2.1(b) above. For purposes of this Section 2.1(e), a Registration Statement shall not be counted (i) until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws its Holders withdraw their request for such registration (other than as a result of information concerning the business business, properties, assets or condition (financial condition or otherwise) of the Company which is made known to the Stockholders holders of Registrable Shares after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)2.5) or (ii) if (A) less than fifty percent (50%) of the total number of Registrable Shares that Preferred Stockholders have requested to be included in such Registration Statement are sold or (B) the Company or any other person registers additional shares of stock of the Company on a Registration Statement at the same time as a demand registration pursuant to this Section 2.1. (f) If at the time of any request to register Registrable Shares by the Initiating Holder pursuant to this Section 2.1, 2.1 the Company is engaged or has plans to engage in a registered public offering or 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, then the Company may at its option direct that such request be delayed for a period not in excess of 90 ninety (90) days from the effective date of such request, provided that such right to delay a request to may not be exercised by the Company not more than once twice in any 12-twelve month period, and the Company shall thereafter promptly file a Registration Statement and cause such Registration Statement to become effective as soon as practicable after filing.

Required Registrations. (a) At any time after the first anniversary earlier of (x) February 25, 2002 or (y) six months after the closing of the Subscription AgreementsInitial Public Offering, a Stockholder or Stockholders (excluding the Investor Founders) holding in the aggregate at least 35% of the Registrable Shares (excluding the Registrable Shares held by the Founders) may request, in writing, that the Company effect the registration on Form S-3 S-1 or Form S-2 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by the Investor such Stockholder or Stockholders having an aggregate value of at least $5,000,000 (based on the then current market price or fair value). (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders (excluding the Founders) holding in the aggregate at least 20% of the Registrable Shares (excluding the Registrable Shares held by the Founders) may request, in writing, that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate value of at least $1,000,000 (based on the then current public market price). (c) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other StockholdersStockholders (including the Founders). Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c2(d) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so registerregister (provided, however, that in the case of a registration requested under Section 2.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form)). (cd) If the Initiating Holder intends Holders intend to distribute the Registrable Shares covered by its their request by means of an underwriting, it they shall so advise the Company as a part of its their request made pursuant to Section 2.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1(b2.1(c). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) or (b), as the case may be, shall be conditioned upon such other Stockholders' Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c2.1(d) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, with the Company prior to the date hereofCompany, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c2.1(d), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) and the securities held by Other Holders (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata requesting registration in proportion proportion, as nearly as practicable, to the respective number shares they have requested of Registrable Shares held by them at the time of the request for registration made by the Initiating Holders pursuant to be registeredSection 2.1(a) or (b), as the case may be. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (de) The Initiating Holder Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld. (ef) The Company shall not be required to effect more than one registration two registrations pursuant to Section 2.1(a). In addition, the Company shall not be required to effect more than three registrations pursuant to Section 2.1(b) in any 12-month period. Moreover, the Company shall not be required to effect any registration (other than on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of any other Registration Statement of the Company. For purposes of this Section 2.1(e2.1(f), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws its Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (fg) If at the time of any request to register Registrable Shares by the Initiating Holder Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or 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, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Required Registrations. (a) At any time after October 1, 1998, a Stockholder or Stockholders holding in the first anniversary aggregate at least 51% of the closing Stockholder Registrable Shares (determined without regard to the second to last sentence under the definition of the Subscription Agreements, the Investor Stockholder Registrable Shares) may request, in writing, that the Company effect the registration on Form S-3 S-1 or Form S-2 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by the Investor having such Stockholder or Stockholders with an aggregate value of at least $5,000,000 5,000,000; PROVIDED, HOWEVER, that no Stockholder or Stockholders shall have the right to request a registration pursuant to this Section 2(a) at any time the Company is eligible to file a Registration Statement on Form S-3 (based on the then current market price or fair value)any successor form) or any other Form applicable to secondary offerings. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding in the aggregate at least 51% of the Stockholder Registrable Shares (determined without regard to the second to last sentence under the definition of Stockholder Registrable Shares) may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares held by such holders with an aggregate value of at least $1,000,000. (c) In the case of a registration requested pursuant to this Section 2, if the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting. (d) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering underwriting to the approval of the underwriter managing underwriter the offering as provided in Section 2.1(c2(e) below and to the priorities set forth in Section 2(g) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-1 or Form S-2 (or any successor forms) in the case of a registration requested pursuant to Section 2(a) above, or on Form S-3 (or such successor form), in the case of a registration requested pursuant to Section 2(b) above, of all Registrable Shares which the Company has been requested to so register. (ce) If the Initiating Holder intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of Notwithstanding any other Stockholder to include its Registrable Shares in such provision of this Section 2, if the managing underwriter advises the Stockholders initiating a registration pursuant to Section 2.1(a2(c) in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Stockholders initiating the registration shall so advise all other Stockholders holding Registrable Shares which would otherwise be included in the underwriting and the number of Registrable Shares that may be included in the underwriting shall be conditioned upon allocated among all such other Stockholders' participation , including the Stockholders initiating the registration, in proportion (as nearly as practicable) to the number of Registrable Shares of the Company owned by each such underwriting on the terms set forth hereinStockholder. If the Company desires that any officers or directors managing underwriter does not limit the number of Registrable Shares to be underwritten subject to Section 2(g) below, the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if and other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior have registration rights similar to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company those set forth herein may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute Common Stock for their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account accounts in such registration if the managing underwriter so agrees states that such inclusion would not adversely affect the offering of Registrable Shares for any reason and if the number of Registrable Shares and other securities held by the Stockholders which would otherwise have been included in such registration and underwriting will not thereby be limitedlimited or reduced. (d) The Initiating Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (ef) The Company shall not be required to effect more than one registration pursuant to Section 2.1(a2(a) above ("Demand Registration Statement") but may be required to effect Demand Registration Statements pursuant to Section 2(b) above without limitation other than as set forth in Section 2(b). In addition, the Company shall not be required to effect more than one registration pursuant to this Section 2 during any six month period. For purposes of this Section 2.1(e2(f), a Registration Statement shall not be counted as a Demand Registration Statement until such time as such Registration Statement has been declared effective by the Commission and has remained effective for 120 days, or if sooner, until all the Registrable Shares registered thereunder have been sold. (unless g) The Company will include Common Stock in an underwritten Demand Registration Statement required pursuant to Sections 2(a) or 2(b) above as follows: (i) First, among the Initiating Holder withdraws its request for holders of Stockholders who have requested to be included in such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)2 hereof, PRO RATA based upon the number of Registrable Shares owned by each Stockholder. (fii) If at Second, PRO RATA among the time of any request to register other persons or entities holding Other Registrable Shares by the Initiating Holder pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or 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, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month periodShares.

Required Registrations. (a) At any time after the first anniversary of following the closing of the Subscription AgreementsInitial Public Offering, a Stockholder or Stockholders holding in the Investor aggregate at least 35% of the Registrable Shares then outstanding may request, in writing, that the Company effect the registration on Form S-3 S-1 or Form S-2 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by the Investor such Stockholder or Stockholders having an aggregate value of at least $5,000,000 (based on the then current market price or fair value). (b) At any time while the Company is eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding Registrable Shares then outstanding may request, in writing, that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate value of at least $1,000,000 (based on the then current public market price). (c) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c2.1(d) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so registerregister (provided, however, that in the case of a registration requested under Section 2.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form)). (cd) If the Initiating Holder intends Holders intend to distribute the Registrable Shares covered by its their request by means of an underwriting, it they shall so advise the Company as a part of its their request made pursuant to Section 2.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1(b2.1(c). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) or (b), as the case may be, shall be conditioned upon such other Stockholders' Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company determines that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if marketing factors require a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Sharesunderwritten, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwrittenincluded in a Registration Statement filed pursuant to this Section 2.1, shall be reduced pro rata among the Company may include securities for its own account requesting Stockholders based on the quotient of (1) the total Registrable Shares to be included in such registration if the managing underwriter so agrees and if Registration Statement, divided by (2) the total number of Registrable Shares and other securities which would otherwise have been that the Stockholders requested to be included in such registration and underwriting will not thereby be limitedthe Registration Statement. (de) The Initiating Holder Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. (ef) The Company shall not be required to effect more than one registration two registrations pursuant to Section 2.1(a). In addition, the Company shall not be required to effect any registration (other than on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of the Registration Statement relating to the Initial Public Offering. For purposes of this Section 2.1(e2.1(f), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holder withdraws its Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). For purposes of this Section 2.1(f), a Registration Statement shall not be counted if, as a result of an exercise of the underwriter's cut-back provisions, less than 55% of the total number of Registrable Shares that Stockholders have requested to be included in such Registration Statement are so included. (fg) If at the time of any request to register Registrable Shares by the Initiating Holder Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or 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, then the Company may at its option direct that such request be delayed for a period not in excess of 90 120 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.