AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

Exhibit 4.2

SKINMEDICA, INC.

AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT

THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “ Agreement ”) is made as of March 31, 2005, by and among S KIN M EDICA , INC. , a Delaware corporation (the “ Company ”), and each of the persons listed on Schedule A hereto (collectively, the “ Investors ”).

R ECITALS

A. The Company and certain of the Investors are parties to that certain Amended and Restated Investor Rights Agreement dated as of July 9, 2004 (the “ Prior Rights Agreement ”).

B. In connection with the purchase and sale of Series E Preferred Stock pursuant to the terms of a Series E Preferred Stock Purchase Agreement of even date herewith by and among the Company and certain of the Investors (the “ Purchase Agreement ”), the Company and the parties to the Prior Rights Agreement desire to amend and restate the Prior Rights Agreement in its entirety to reflect the sale of the Series E Preferred Stock.

T HE P ARTIES A GREE AS F OLLOWS :

SECTION 1. CERTAIN DEFINITIONS.

As used in this Agreement, the following terms shall have the following respective meanings:

(a) “ Affiliate ” shall mean with respect to any Person, any Person which directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person.

(b) “ Board ” shall mean the Board of Directors of the Company.

(c) “ Commission ” shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

(d) “ Common Stock ” shall mean the Common Stock of the Company, par value of $0.001 per share.

(e) “ Convertible Securities ” shall mean the Company’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock.

(f) “ Form S-3 ” shall mean Form S-3 issued by the Commission or any substantially similar form then in effect.

(g) “ Holder ” shall mean any Person entering into this Agreement and any holder of outstanding Registrable Securities or an assignee or transferee of Registration rights as permitted by Section 3.8.

(h) “ Initiating Holders ” shall mean Holders who in the aggregate hold at least fifty percent (50%) of the Registrable Securities.

(i) “ Initiating Series D Holders ” shall mean Holders who in the aggregate hold at least fifty percent (50%) of the then outstanding Registrable Securities issued or issuable upon conversion of the Series D Preferred Stock.

(j) “ Initiating Series E Holders ” shall mean Holders who in the aggregate hold at least fifty percent (50%) of the then outstanding Registrable Securities issued or issuable upon conversion of the Series E Preferred Stock.

(k) “ Material Adverse Event ” shall mean an event that either (a) is materially adverse as to the business, properties, prospects or financial condition of the Company or (b) is reasonably expected to materially adversely affect the business, properties, prospects or financial condition of the Company.

(l) “ Person ” shall mean an individual, a corporation, a partnership, a trust or unincorporated organization or any other entity or organization.

(m) “ Qualified Public Offering ” shall mean a firmly underwritten public offering of the Company’s Common Stock Registered under the Securities Act and involving gross proceeds to the Company of at least Forty Million Dollars ($40,000,000) (prior to deduction for underwriters’ discounts and other expenses relating to such public offering, including, without limitation, fees of the Company’s counsel).

(n) The terms “ Register ,” “ Registered ” and “ Registration ” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act (“Registration Statement”), and the declaration or ordering of the effectiveness of such Registration Statement.

(o) “ Registrable Securities ” shall mean (i) all Common Stock not previously sold to the public issued or issuable upon conversion of any of the Convertible Securities purchased by or issued to the Investors, (ii) all shares of Common Stock owned by the Investors, (iii) any shares of Common Stock issued or issuable upon conversion of any Convertible Securities granted registration rights pursuant to Section 3.7 of this Agreement and (iv) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, such Common Stock.

(p) “ Registration Expenses ” shall mean all expenses incurred by the Company in complying with Sections 3.1 or 3.2 of this Agreement, including, without limitation, all federal and state registration, qualification and filing fees, printing expenses, fees and disbursements of counsel for the Company and fees and disbursements of not more than one (1) special counsel for the Holders (if different from the Company) not to exceed twenty-five thousand dollars ($25,000), blue sky fees and expenses, and the expense of any special audits incident to or required by any such Registration.

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(q) “ Securities Act ” shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

(r) “ Selling Expenses ” shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement.

(s) “ Special Registration Statement ” shall mean (i) a registration statement relating to any employee benefit plan, (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, including any registration statements related to the resale of securities issued in such a transaction or (iii) a registration related to stock issued upon conversion of debt securities.

SECTION 2. COVENANTS OF THE COMPANY

2.1 Financial Statements and Reports to Stockholders; Budget .

The Company shall deliver to each Investor:

(a) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, an audited consolidated balance sheet of the Company as of the end of such year and audited consolidated statements of income, stockholders’ equity and cash flows for such year, which year-end financial reports and all notes thereto shall be prepared in accordance with U.S. generally accepted accounting principles, and be in reasonable detail and shall be accompanied by the opinion of independent public accountants of recognized standing selected by the Company.

(b) For so long as an Investor or subsequent holder of Convertible Securities holds or is deemed to hold at least two hundred fifty thousand (250,000) shares of Registrable Securities (equitably adjusted for all stock splits, subdivisions, stock dividends, combinations and the like), as soon as practicable after the end of each fiscal quarter of the Company, and in any event within forty-five (45) days thereafter, unaudited financial statements of the Company on a quarterly basis prepared in accordance with U.S. generally accepted accounting principles and fairly reflecting the fiscal affairs of the Company to the date thereof (with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made).

(c) For so long as an Investor or subsequent holder of Convertible Securities holds or is deemed to hold at least two hundred fifty thousand (250,000) shares of Registrable Securities (equitably adjusted for all stock splits, subdivisions, stock dividends, combinations and the like), as soon as practicable after the end of each month, and in any event within thirty (30) days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of each such month and consolidated statements of income and cash flow for such month and for the current fiscal year to date, in each case prepared in accordance with U.S. generally accepted accounting principles and fairly reflecting the fiscal affairs of the Company to the date thereof (with the exception that (i) no notes need be attached to such statements and (ii) year-end audit adjustments may not have been made).

(d) For so long as an Investor or subsequent holder of Convertible Securities

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holds or is deemed to hold at least two hundred fifty thousand (250,000) shares of Registrable Securities (equitably adjusted for all stock splits, subdivisions, stock dividends, combinations and the like) within sixty (60) days prior to the end of each fiscal year, an operating budget and plan respecting the next fiscal year; which shall include quarterly management projections for such fiscal year.

(e) Contemporaneously with delivery to holders of Common Stock, a copy of each report of the Company delivered to holders of Common Stock.

2.2 Inspection .

For so long as an Investor or subsequent holder of Convertible Securities holds or is deemed to hold at least two hundred fifty thousand (250,000) shares of Registrable Securities (equitably adjusted for all stock splits, subdivisions, stock dividends, combinations and the like), the Company shall permit each Investor, at such Investor’s expense, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times as may be requested by each such Investor; provided, however, that the Company shall not be obligated pursuant to this Section 2.2 with respect to a competitor of the Company or with respect to any information which it reasonably considers to be a trade secret or confidential information. The rights of an Investor under this Section 2.2 may not be assigned as part of such Investor’s sale of any of the Registrable Securities or Convertible Securities except with the consent of the Company, which consent shall not be unreasonably withheld; provided that the consent of the Company shall not be required with respect to an assignment of such rights to one or more Affiliates of an Investor.

2.3 Confidentiality .

Each Investor agrees and will cause any representative of the Investor to hold in confidence and trust and not use or disclose any confidential, non-public information provided to or learned by it in connection with its rights under this Section 2, except that such Investor may disclose such information to any general partner, limited partner, member, subsidiary or parent (and their respective representatives and advisors) of such Investor for the purpose of evaluating its investment in the Company as long as such Investor uses its commercially reasonable efforts to ensure that such general partner, limited partner, member, subsidiary or parent holds such information in confidence and trust and will not use or disclose any information provided to or learned by it except as required by law. Notwithstanding the foregoing, however, the obligation of each Investor to hold information confidential as provided herein or any other document or agreement relating thereto shall not prohibit such Investor from disclosing such information: (i) to its board of directors, investment advisers, attorneys, accountants, consultants and other professionals to the extent necessary to obtain their services in connection with its investment in the Company, provided that such persons agree to hold such information confidential as provided herein and in such provisions (as modified by this paragraph); (ii) to any prospective purchaser of any shares of the Company owned by such Investor as long as such prospective purchaser agrees in writing to be bound by the confidentiality provisions as provided herein or in such provisions (as modified by this paragraph); (iii) to such Investor’s investment advisor or any investment companies managed by such Investors’s investment advisor, provided that such persons agree to hold such information confidential as provided herein or in such provisions (as modified by this

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paragraph); or (iv) as required by applicable law or regulation, regulatory body, stock exchange, court or administrative order, or any listing or trading agreement concerning such Investor or the Company. Furthermore, nothing in this Section 2.3 shall restrict any Investor’s ability to disclose the existence or nature of its relationship with the Company, the nature or amount of its investment in securities of the Company or to provide its affiliates with quarterly, annual or other reports and such other information about the Company prepared by such Investor in the ordinary course of its business, provided that said Investor takes commercially reasonable measures to ensure that any such affiliates protect the confidential nature of such confidential information.

2.4 Proprietary Information and Inventions Agreements .

The Company agrees to require (i) each employee and officer of the Company to execute a non-competition, proprietary information and inventions agreement (in a form reasonably acceptable to the Company and the Investors), (ii) each vice president of the Company to enter into an employment agreement and (iii) each consultant and advisor of the Company to execute an agreement that provides for confidential treatment of the Company’s proprietary information as a condition of employment or continued employment or engagement, as the case may be, unless otherwise approved by the board of directors of the Company.

2.5 Vesting .

Unless otherwise approved by the Board, the Company agrees that all Common Stock held by or issued to employees, consultants, advisors, directors and officers (i) shall be subject to a repurchase option which provides that upon termination of such individual’s employment or consulting relationship or directorship with the Company, with or without cause, the Company has the option to repurchase at cost any unvested shares held by the individual, which repurchase option shall lapse as follows: (a) twenty-five percent (25%) of such shares shall vest at the end of the first year following the earlier of the date of issuance or such person’s services commencement date with the company, and (b) seventy-five percent (75%) of such shares shall vest monthly over the remaining three (3) years, and (ii) shall be issued subject to the condition that the holder thereof make timely elections under Section 83(b) of the Internal Revenue Code. Unless otherwise approved by the Board, the Company also agrees that all stock options issued to employees, consultants, advisors, directors and officers in the future shall vest no more quickly than as follows: (a) twenty-five percent (25%) of such shares at the end of the first year following the earlier of the date of issuance or such person’s services commencement date with the company, and (b) seventy-five percent (75%) of such shares monthly over the remaining three (3) years; and shall provide that any unvested options shall be forfeited upon termination of the holder, with or without cause.

The Company and Holders agree that, until the time of a Qualified Public Offering, first, the Company, and second, the Investors will have a right of first refusal on all transfers of Common Stock by employees of the Company who received options to purchase such Common Stock after February 27, 2004, subject to transfers to family members or trusts for the benefit of family members and other limited exceptions as determined by the Board. The Company agrees to include appropriate language to this effect in its Bylaws or in all employment agreements, stock option and/or restricted stock grants, or other similar agreements with employees after February 27, 2004.

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2.7 Qualified Small Business .

The Company covenants that so long as any of the shares of Preferred Stock, or the Common Stock into which such shares are converted, are held by a Holder in whose hands such shares of Common Stock are eligible to qualify as “qualified small business stock” as defined in Section 1202(c) of the of the Internal Revenue Code of 1986, as amended (the “ Code ”) (“ Qualified Small Business Stock ”), it will (i) comply with any applicable filing or reporting requirements imposed by the Code on issuers of Qualified Small Business Stock and (ii) execute and deliver to each Holder, from time to time, such forms, documents, schedules and other instruments as may be reasonably requested thereby to cause the Preferred Stock, or the Common Stock into which such shares are converted, to qualify as Qualified Small Business Stock.

2.8 Board Meeting; Compensation of Directors .

The Company hereby covenants that so long as the holders of the Preferred Stock are entitled to appoint any members of the Board of Directors pursuant to the Company’s Amended and Restated Certificate of Incorporation, the Board shall not meet less frequently than quarterly. All non-employee directors will be compensated by the Company identically, and out-of-pocket and travel expenses of the directors incurred in attending Board meetings (or meetings of committees thereof) or in connection with the performance of their duties as directors shall be paid or reimbursed promptly by the Company.

2.9 Termination of Covenants .

The covenants of the Company set forth in this Section 2 shall be terminated and be of no further force or effect upon the earlier of (a) the effective date of the Company’s Registration Statement filed in connection with the Company’s first Qualified Public Offering and (b) the date when no shares of Registrable Securities or Convertible Securities shall be outstanding.

SECTION 3. REGISTRATION RIGHTS

3.1 Demand Registration .

3.1.1 Request for Registration on Form other than Form S-3 .

Subject to the terms of this Agreement, in the event that the Company shall receive from the Initiating Holders, the Initiating Series D Holders or the Initiating Series E Holders at any time after six (6) months after the effective date of the Company’s initial Registered public offering of shares of Common Stock under a Registration Statement, a written request that the Company effect any Registration (including a shelf Registration pursuant to Rule 415 of the Securities Act) with respect to all or a part of the Registrable Securities on a form other than Form S-3 for an offering of at least twenty percent (20%) of the then outstanding Registrable Securities (or twenty percent (20%) of the then outstanding Registrable Securities issued or issuable upon conversion of the Series D Preferred Stock in the case of a written request by the Initiating Series D Holders or twenty percent (20%) of the then outstanding

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Registrable Securities issued or issuable upon conversion of the Series E Preferred Stock in the case of a written request by the Initiating Series E Holders), the Company shall (i) promptly give written notice of the proposed Registration to all other Holders and shall (ii) as soon as practicable, use its reasonable best efforts to effect Registration of the Registrable Securities specified in such request, together with any Registrable Securities of any Holder joining in such request as are specified in a written request given within twenty (20) days after written notice from the Company.

The Company shall not be obligated to take any action to effect any such Registration pursuant to this Section 3.1.1:

(i) after the Company has effected two (2) such Registrations pursuant to this Section 3.1.1 and such Registrations have been declared effective; provided, however, that the Initiating Series D Holders and the Initiating Series E Holders shall each be entitled to request two (2) such Registrations pursuant to this Section 3.1.1 in addition to any such Registrations requested by the Initiating Holders;

(ii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to any public offering of the Company’s securities, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective as soon as practicable after such one hundred eighty (180) day period;

(iii) if within thirty (30) days of receipt of a written request from the Initiating Holders, the Initiating Series D Holders or the Initiating Series E Holders pursuant to Section 3.1.1, the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement, within ninety (90) days of receipt of such written request; or

(iv) if the Initiating Holders, the Initiating Series D Holders or the Initiating Series E Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 3.1.3 below.

3.1.2 Right of Deferral of Registration on Form other Than Form S-3 .

If the Company shall furnish to all such Holders who joined in the request pursuant to Section 3.1.1 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board (which conclusion shall be evidenced by a Board resolution), it would be seriously detrimental to the Company for any Registration to be effected as requested under Section 3.1.1, the Company shall have the right to defer the filing of a Registration Statement with respect to such offering for a period of not more than ninety (90) days from delivery of the request of the Initiating Holders, the Initiating Series D Holders or the Initiating Series E Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12)-month period. In connection with the foregoing right, if exercised, the Company shall use commercially reasonable efforts to not disclose any information to any holder of Registrable Securities included in a registration statement that is subject to such postponement or withdrawal which could reasonably likely be deemed to be material non-public information with respect to the Company.

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3.1.3 Request for Registration on Form S-3 .

Subject to the terms of this Agreement, in the event that the Company receives from one or more Holders of at least twenty-five percent (25%) of Registrable Securities, a written request that the Company effect any Registration on Form S-3 (or any successor form to Form S-3 regardless of its designation) (including a shelf Registration pursuant to Rule 415 of the Securities Act) at a time when the Company is eligible to Register securities on Form S-3 (or any successor form to Form S-3 regardless of its designation) for an offering of Registrable Securities which such Holders in their good faith discretion determine would have an anticipated offering price of at least One Million Dollars ($1,000,000), the Company will promptly give written notice of the proposed Registration to all the Holders and will as soon as practicable use its best efforts to effect Registration of the Registrable Securities specified in such request, together with all or such portion of the Registrable Securities of any Holder joining in such request as are specified in a written request delivered to the Company within thirty (30) days after written notice from the Company of the proposed Registration. There shall be no limit to the number of occasions on which the Company shall be obligated to effect Registration under this Section 3.1.3, but the Company shall not be required to effect more than two (2) such Registrations in any twelve (12)-month period. Notwithstanding the foregoing, the Company shall not be obligated to effect any Registration pursuant to this Section 3.1.3:

(i) if Form S-3 (or a successor form to Form S-3) is not available for such offering by the Holders;

(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than One Million Dollars ($1,000,000);

(iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 3.1.3, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days of receipt of such written request, other than pursuant to a Special Registration Statement; or

(iv) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company for any Registration to be effected as requested under Section 3.1.3, the Company shall have the right to defer the filing of a Registration Statement with respect to such offering for a period of not more than ninety (90) days from delivery of the request of the Initiating Holders, the Initiating Series D Holders or the Initiating Series E Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12)-month period. In connection with the foregoing right, if exercised, the Company shall use commercially reasonable efforts to not disclose any information to any holder of Registrable Securities included in a registration statement that is subject to such postponement or withdrawal which could reasonably likely be deemed to be material non-public information with respect to the Company.

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3.1.4 Registration of Other Securities in Demand Registration .

Any Registration Statement filed pursuant to the request of the Initiating Holders, the Initiating Series D Holders or the Initiating Series E Holders under this Section 3 may, subject to the provisions of Section 3.1.5, include securities of the Company other than Registrable Securities.

3.1.5 Underwriting in Demand Registration .

a. Notice of Underwriting .

If the Initiating Holders, the Initiating Series D Holders or the Initiating Series E Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company, as a part of their request made pursuant to Section 3.1.1, and the Company shall include such information in the written notice referred to in Section 3.1.1 or 3.1.3. The right of any Holder to Registration pursuant to Section 3 shall be conditioned upon such Holder’s agreement to participate in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting.

b. Inclusion of other Holders in Demand Registration .

If the Company, officers or directors of the Company holding Common Stock other than Registrable Securities or holders of securities issued by the Company other than Registrable Securities, request inclusion in such Registration, the Initiating Holders, the Initiating Series D Holders or the Initiating Series E Holders in their sole discretion and after consultation with other participating Holders, to the extent they deem advisable and consistent with the goals of such Registration, shall, on behalf of all Holders, offer to any or all of the Company, such officers or directors and such holders of securities other than Registrable Securities that such securities other than Registrable Securities be included in the underwriting and may condition such offer on the acceptance by such persons of the terms of this Section 3.1.

c. Selection of Underwriter in Demand Registration .

The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement with the representative (“ Underwriter’s Representative ”) of the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being Registered by the Initiating Holders, the Initiating Series D Holders or the Initiating Series E Holders and agreed to by the Company. In no event shall any Holder be required to provide any representations or warranties regarding the Company and/or its business and/or any Person other than such Holder and its Affiliates, which shall not include the Company or any other Holder that may be deemed to be an Affiliate solely by virtue of such Holder’s interest in the Company.

d. Marketing Limitation in Demand Registration .

In the event the Underwriter’s Representative advises the Initiating Holders, the Initiating Series D Holders or the Series E Holders in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock requested to be Registered, the general condition of the market, and the status of the persons proposing to sell

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securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, then (i) first the securities other than Registrable Securities and (ii) next the securities requested to be registered by the Company, shall be excluded from such Registration to the extent required by such limitation. If a limitation of the number of shares is still required, the Initiating Holders, the Initiating Series D Holders or the Series E Holders shall so advise all Holders and the number of shares of Registrable Securities that may be included in the Registration and underwriting shall be allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities entitled to inclusion in such Registration held by such Holders at the time of filing the Registration Statement. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 3.1.5(d) shall be included in such Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the Underwriter’s Representative may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. To the extent more than twenty-five percent (25%) of the Registrable Securities so requested to be registered by the Holders participating in the registration in question are excluded from an offering under this Section 3.1.5(d) (a “ Reload Event ”), then the Initiating Holders, the Initiating Series D Holders or the Initiating Series E Holders, as the case may be, shall have the right to one additional demand registration under Section 3.1 upon the occurrence of each Reload Event.

e. Right of Withdrawal in Demand Registration .

If any Holder of Registrable Securities, or a holder of other securities entitled (upon request) to be included in such Registration, disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders, the Initiating Series D Holders or the Initiating Series E Holders delivered at least seven (7) business days prior to the effective date of the Registration Statement. The securities so withdrawn shall also be withdrawn from the Registration Statement.

3.1.6 Blue Sky in Demand Registration .

In the event of any Registration pursuant to Section 3.1, the Company will exercise its reasonable best efforts to Register and qualify the securities covered by the Registration Statement under such other securities or Blue Sky laws of such jurisdictions (not exceeding twenty (20) at the expense of the Company) as shall be reasonably appropriate for the distribution of such securities; provided, however, that (i) the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, and (ii) notwithstanding anything in this Agreement to the contrary, in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholders, such expenses shall be payable pro rata by selling stockholders.

3.2 Piggyback Registration .

3.2.1 Notice of Piggyback Registration and Inclusion of Registrable Securities .

Subject to the terms of this Agreement, in the event the Company decides

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to Register any of its Common Stock (either for its own account or the account of a security holder or holders exercising their respective demand Registration rights) on a form that would permit or otherwise be suitable for a Registration involving solely Registrable Securities, the Company will: (i) promptly give each Holder written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable Blue Sky or other state securities laws) and (ii) include in such Registration (and any related qualification under Blue Sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request delivered to the Company by any Holder within fifteen (15) days after delivery of such written notice from the Company.

3.2.2 Underwriting in Piggyback Registration .

a. Notice of Underwriting in Piggyback Registration .

If the Registration of which the Company gives notice pursuant to Section 3.2.1 is for a Registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.2.1. In such event the right of any Holder to Registration shall be conditioned upon such underwriting and the inclusion of such Holder’s Registrable Securities in such underwriting to the extent provided in this Section 3. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement with the Underwriter’s Representative for such offering. In no event shall any Holder be required to provide any representations or warranties regarding the Company and/or its business and/or any Person other than such Holder and its Affiliates, which shall not include the Company or any other Holder that may be deemed to be an Affiliate solely by virtue of such Holder’s interest in the Company. The Holders shall have no right to participate in the selection of the underwriters for an offering pursuant to this Section 3.2.

b. Marketing Limitation in Piggyback Registration .

Notwithstanding any other provision of this Section 3, in the event the Underwriter’s Representative advises (i) the Company in the case of the Company’s initial Registered public offering or (ii) the Holders seeking Registration of Registrable Securities pursuant to Section 3.2 in the case of any subsequent Registered public offering, in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock requested to be Registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, the Underwriter’s Representative (subject to the allocation priority set forth in Section 3.2.2(c)) may in its sole discretion:

i. in the case of the Company’s initial Registered public offering, exclude some or all Registrable Securities from such Registration and underwriting; and

ii. in the case of any subsequent Registered public offering, limit the number of shares of Registrable Securities to be included in such Registration and underwriting to not less than thirty percent (30%) of the securities included in such Registration (based on aggregate market values).

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c. Allocation of Shares in Piggyback Registration .

In the event that the Underwriter’s Representative limits the number of shares to be included in a Registration pursuant to Section 3.2.2(b), the number of shares to be included in such Registration shall be allocated (subject to Section 3.2.2(b)) in the following manner: The number of shares, if any, that may be included in the Registration and underwriting by selling stockholders shall first be allocated among all the requesting Holders pro rata according to the respective amounts of Registrable Securities entitled to be included in such offering by such requesting Holders and then among all other holders of securities other than Registrable Securities requesting and legally entitled to include shares in such Registration, in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) which such Holders and such other holders would otherwise be entitled to include in such Registration. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 3.2.2(c) shall be included in the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the Underwriter’s Representative may round the number of shares allocated to any Holder to the nearest one hundred (100) shares.

d. Withdrawal in Piggyback Registration .

If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter delivered at least seven (7) business days prior to the effective date of the Registration Statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such Registration.

3.2.3 Blue Sky in Piggyback Registration .

In the event of any Registration of Registrable Securities pursuant to Section 3.2, the Company will exercise its best efforts to Register and qualify the securities covered by the Registration Statement under such other securities or Blue Sky laws of such jurisdictions (not exceeding twenty (20) unless otherwise agreed to by the Company) as shall be reasonably appropriate for the distribution of such securities; provided, however, that (i) the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, and (ii) notwithstanding anything in this Agreement to the contrary, in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholders, such expenses shall be payable pro rata by selling stockholders.

3.3 Expenses of Registration .

All Registration Expenses incurred in connection with all Registrations pursuant to Section 3.1.1, all Registrations pursuant to Section 3.1.3 and all Registrations pursuant to Section 3.2 shall be borne by the Company. Notwithstanding the above, the Company shall not be required to pay for any expenses of any Registration proceeding begun pursuant to Section 3.1

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if the Registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be Registered (which Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to demand Registration pursuant to Section 3.1; provided further, however, that if at the time of such withdrawal, the Holders have learned of a Material Adverse Event either (i) not known to the Holders at the time of their request or (ii) not made known to the Holders within fifteen (15) days after their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 3.1. All Selling Expenses shall be borne by the respective holders of the securities Registered pro rata on the basis of the number of shares registered.

3.4 Registration Procedures . In the case of each registration, qualification or compliance effected by the Company pursuant to this Section 3, the Company will:

(i) Keep each Holder whose Registrable Securities are included in any Registration pursuant to this Agreement advised as to the initiation and completion of such Registration. At its expense the Company will: (a) use its best efforts to keep such Registration effective for a period of one hundred twenty (120) days or until the Holder or Holders have completed the distribution described in the Registration Statement relating thereto, whichever first occurs; and (b) furnish such number of prospectuses (including preliminary prospectuses) and other documents as a Holder from time to time may reasonably request. With respect to clause (a) of the preceding sentence, the Company may at any time upon written notice to the participating Holders (which notice shall include a Board resolution authorizing the issuance of such notice) and for a period not to exceed sixty (60) days thereafter (the “ Suspension Period ”) delay the filing or effectiveness of any registration statement or suspend the use or effectiveness of any registration statement (and the Holders hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during the Suspension Period) if the Company reasonably believes that the Company may, in the absence of such delay or suspension hereunder, be required under state or federal securities laws to disclose any corporate development the disclosure of which could reasonably be expected to have an adverse effect upon the Company, its stockholders, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto. In the event that the Company shall exercise its rights hereunder, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period. The Company may extend the Suspension Period for an additional consecutive sixty (60) days with the consent of the holders of a majority of the Registrable Securities proposed to be sold by the Holders in the applicable Registration, which consent shall not be unreasonably withheld. If so directed by the Company, the Holders shall use their best efforts to deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holders’ possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.

(ii) Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statements as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for a period of up to one hundred twenty (120) days;

(iii) Promptly notify each Holder of Registrable Securities covered by the

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registration statement at any time when the Company becomes aware of the happening of any event as a result of which the registration statement or the prospectus included in such registration statement or any supplement to the prospectus (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading or, if for any other reason it shall be necessary during such time period to amend or supplement the registration statement or the prospectus in order to comply with the Securities Act, whereupon, in either case, each Holder shall immediately cease to use such registration statement or prospectus for any purpose and, as promptly as practicable thereafter, the Company shall prepare and file with the Commission, and furnish without charge to the appropriate Holders and managing underwriters, if any, a supplement or amendment to such registration statement or prospectus which will correct such statement or omission or effect such compliance and such copies thereof as the Holders and any underwriters may reasonably request;

(v) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions except as may be required by law;

(vi) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed;

(vii) Provide a transfer agent and registrar for all Registrable Securities and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

(viii) In the event of any underwritten public offering, enter into and perf