EXHIBIT 4.02 FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

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Exhibit 4.02

OMNEON VIDEO NETWORKS, INC.

FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

March 26, 2004

TABLE OF CONTENTS

				Page
SECTION 1. Restrictions on Transferability; Registration Rights				2
1.1.		Certain Definitions		2
1.2.		Restrictions		3
1.3.		Restrictive Legend		3
1.4.		Notice of Proposed Transfers		4
1.5.		Requested Registration		4
1.6.		Company Registration		6
1.7.		Registration on Form S-3		7
1.8.		Limitations on Subsequent Registration Rights		9
1.9.		Expenses of Registration		9
1.10.		Registration Procedures		9
1.11.		Indemnification		10
1.12.		Information by Holder		12
1.13.		Rule 144 Reporting		12
1.14.		Transfer of Registration Rights		13
1.15.		Standoff Agreement		13
1.16.		Termination of Rights		13
SECTION 2. Right of First Offer				14
2.1.		Right of First Offer		14
2.2.		Termination of Right of First Offer		16
SECTION 3. Affirmative Covenants of the Company				16
3.1.		Financial Information		16
3.2.		Operating Plan and Budget		17
3.3.		Inspection		17
3.4.		Assignment of Rights to Financial Information		18
3.5.		Termination of Covenants		18
3.6.		Delivery of Qualified Small Business Stock Representations		18
3.7.		Definition of Investor		18
3.8.		Certain Covenants Relating to SBA Matters		18
SECTION 4. Miscellaneous				19
4.1.		Assignment		19
4.2.		Third Parties		19
4.3.		Governing Law		19
4.4.		Aggregation of Shares		19
4.5.		Counterparts		19
4.6.		Notices		19
4.7.		Severability		19
4.8.		Amendment and Waiver		20
4.9.		Rights of Parties		20
4.10.		Delays or Omissions		20
4.11.		Entire Agreement; Effect on Prior Rights Agreement; Attorneys' Fees; Waiver of Rights		20
4.12.		Specific Performance		21

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EXHIBITS

Exhibit A    Certificate of Representations Regarding Qualified Small Business Stock

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FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

        THIS FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this "Agreement") is entered into as of the 26th day of March 2004 ("Effective Date"), by and among (i) OMNEON VIDEO NETWORKS, INC., a Delaware corporation (the "Company"), (ii) Donald M. Craig, Michael M. Gilbert, Edward P. Hobson, II and Lawrence R. Kaplan (each a "Founder" and collectively the "Founders"), (iii) Comerica Bank (f/k/a Imperial Bank) ("Comerica"), as the holder of a warrant to purchase Common Stock, (iv) holders of outstanding shares of the Company's Series A-1 Preferred Stock (the "Series A-1 Holders") acquired pursuant to the Company's Series A-1, Series A-2.1 and Series A-2.2 Preferred Stock Purchase Agreement dated October 29, 2002 (the "Series A Stock Purchase Agreement"), (v) the Former Preferred Holders (as defined below), (vi) holders of outstanding shares of the Company's Series A-2.1 Preferred Stock (the "Series A-2.1 Holders") acquired pursuant to the Series A Stock Purchase Agreement and the Company's Loan Restructuring Agreement dated October 29, 2002 with Lighthouse Capital Partners II, L.P. and Lighthouse Capital Partners III, L.P., (vii) purchasers of the Company's Series B-1 Preferred Stock ("Series B-1 Investors") pursuant to the Company's Series B-1 Preferred Stock Purchase Agreement dated March 26, 2004 (the "Stock Purchase Agreement"), and (viii) BMC Software, Inc. ("BMC" and together with the Series B-1 Investors, the Series A-1 Holders and the Series A-2.1 Holders, the "Investors"), as the holder of a warrant to purchase Series A-6 Preferred Stock.

RECITALS

        A.    Certain stockholders of the Company (collectively, the "Former Preferred Holders") held shares of the Company's Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, which they acquired pursuant to the Company's Series A Preferred Stock Purchase Agreement dated May 22, 1998, Series B Preferred Stock Purchase Agreement dated June 30, 1999, and Series C Preferred Stock Purchase Agreement dated October 10, 2000, respectively.

        B.    Such Former Preferred Holders had such shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (the "Former Preferred Stock") converted into shares of Common Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock and/or Series A-5 Preferred Stock of the Company pursuant to the Company's certificate of incorporation, as amended and restated on October 28, 2002 in connection with the Company's sale of shares of its Series A-1 Preferred Stock pursuant to the Series A Stock Purchase Agreement.

        C.    The Company shall as of the Effective Date sell to certain entities and individuals shares of the Company's Series B-1 Preferred Stock, and execution of this Agreement is a condition precedent to the purchase and sale of such Series B-1 Preferred Stock.

        D.    The Founders, Comerica, the Series A-1 Holders, the Series A-2.1 Holders, the Former Preferred Holders, and BMC are parties to the Company's Third Amended and Restated Investor Rights Agreement dated as of October 29, 2002 (the "Prior Rights Agreement"), pursuant to which such parties were granted certain rights.

        E.    Those Former Preferred Holders who acquired Series A-1 Preferred Stock pursuant to the Series A-1 Stock Purchase Agreement, continued as parties to the Prior Rights Agreement, and, as such, have the right to enter into this Agreement.

        F.     The Company and Series B-1 Investors have requested and the holders of a majority of the aggregate outstanding Registrable Securities (as defined in the Prior Rights Agreement) held by the Investors (as defined in the Prior Rights Agreement) and of a majority of the aggregate outstanding Shares (as defined in the Prior Rights Agreement) held by the Founders (such holders, the "Amending Parties") have agreed, pursuant to Section 4.8 of the Prior Rights Agreement, to amend and restate in its entirety the Prior Rights Agreement in the manner set forth herein.

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        G.    The Company and Comerica are parties to that certain Amended and Restated Loan Agreement dated January 28, 2000 pursuant to which Comerica was granted a warrant to purchase 6,875 shares of Common Stock (the "Comerica Shares"), which shares have registration rights contained in Section 1.6 herein. Comerica is a party to this Agreement for purposes of Sections 1 (with the exception of Sections 1.5 and 1.7) and 4 only. The Founders are parties to this Agreement for purposes of Sections 1 and 4 only.

        NOW, THEREFORE, the parties agree as follows:

SECTION 1.

Restrictions on Transferability; Registration Rights

        1.1.    Certain Definitions.    As used in this Agreement, the following terms shall have the following respective meanings:

        "Commission" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

        "Common Stock" shall mean the Company's common stock, par value $0.001 per share.

        "Conversion Shares" shall mean the Common Stock issued or issuable upon conversion of the Former Preferred Stock, the Series B-1 Preferred Stock and the Company's Series A-1 Preferred Stock, Series A-2.1 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Preferred Stock and Series A-6 Preferred Stock.

        "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or any similar successor federal statute, and the rules and regulations thereunder, all as the same shall be in effect from time to time.

        "Holder" shall mean (i) any Founder, Former Preferred Holder or Investor holding Registrable Securities and (ii) any person holding Registrable Securities to whom the rights under this Agreement have been transferred in accordance with Section 1.14 hereof, provided, however, that for purposes of this Agreement, a record holder of shares of Preferred Stock (or warrants to purchase Preferred Stock) of the Company that is convertible into such Registrable Securities shall be deemed to be the Holder of such Registrable Securities; and provided, further, that the Company shall in no event be obligated to register shares of Preferred Stock or warrants of the Company, and that Holders of Registrable Securities will not be required to exercise their warrants or convert their shares of Preferred Stock into Common Stock in order to exercise the registration rights granted hereunder, until immediately before the closing of the offering to which the registration relates. "Holder" shall also mean Comerica except with respect to Sections 1.5 and 1.7 hereof.

        "Initiating Holders" shall mean (i) any Investors (or transferees of Investors under Section 1.14 hereof) who in the aggregate are Holders of not less than twenty percent (20%) of the Registrable Securities then held (or deemed held) by all Investors (or transferees of Investors under Section 1.14 hereof) and (ii) who propose to register securities the aggregate offering price of which, net of underwriting discounts and commissions, exceeds $10,000,000.

        The terms "register", "registered" and "registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

        "Registrable Securities" shall mean (i) Common Stock held by the Founders free of any right of repurchase in favor of the Company, (ii) the Conversion Shares, (iii) any Common Stock of the Company issued or issuable in respect of the Conversion Shares upon any stock split, stock dividend, recapitalization, or similar event, or any Common Stock otherwise issued or issuable with respect to the

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Conversion Shares and (iv) the Comerica Shares for the purposes of Section 1, with the exception of Sections 1.5 and 1.7, only; provided, however, that shares of Common Stock or other securities shall only be treated as Registrable Securities if and so long as they have not been (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, (B) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale, or (C) transferred in a transaction pursuant to which the registration rights are not also assigned in accordance with Section 1.14 hereof.

        "Registration Expenses" shall mean all expenses incurred by the Company in complying with Sections 1.5, 1.6 and 1.7 hereof, including, without limitation, all registration, qualification, listing and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company) and excluding the Selling Expenses.

        "Restricted Securities" shall mean the securities of the Company required to bear the legend set forth in Section 1.3(a) hereof.

        "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder 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.

        "Selling Expenses" shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the securities registered by the Holders and all fees and disbursements of counsel for the Holders (other than as specified in Section 1.9).

        "Shares" shall mean any shares of capital stock of the Company or any securities of the Company convertible into or exchangeable for such capital stock held by any Founder, Investor or Comerica as of the date of this Agreement.

        1.2.    Restrictions.    None of the Founders, Investors, Former Preferred Holders and Comerica shall sell, assign, transfer or pledge any Shares except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. Each Founder, Investor and Former Preferred Holder and Comerica will cause any proposed purchaser, assignee, transferee or pledgee of any Shares held by such Founder, Investor, Former Preferred Holder or Comerica to agree to take and hold such Shares subject to the provisions and upon the conditions specified in this Agreement.

        1.3.    Restrictive Legend.    Each certificate representing the Shares held by the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in substantially the following form (in addition to any legend required under applicable state securities laws):

(a)

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT."

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(b)

"THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY."

        Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.

        1.4.    Notice of Proposed Transfers.    The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Section 1. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and if reasonably requested by the Company shall be accompanied at such holder's expense by either (i) an unqualified written opinion of legal counsel who shall, and whose legal opinion shall, be satisfactory to the Company, addressed to the Company to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, or (iii) any other evidence satisfactory to counsel to the Company, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company. The Company will not require such a legal opinion, "no action" letter or other evidence satisfactory to counsel to the Company (a) in any transaction in compliance with Rule 144 under the Securities Act ("Rule 144"), (b) in any transaction in which an Investor which is a corporation distributes Restricted Securities solely to its majority owned subsidiaries or affiliates for no consideration, or (c) in any transaction in which an Investor which is a partnership or limited liability company distributes Restricted Securities solely to partners, affiliates (as defined in the Securities Act) or members thereof for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 1.4. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the restrictive legends set forth in Section 1.3 above, except that such certificate shall not bear the restrictive legend set forth in Section 1.3(a) above if, in the opinion of counsel for such holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act. In either such case, the Company shall be obligated to reissue promptly legended or unlegended certificates at the request of any holder thereof.

        1.5.    Requested Registration.    

        (a)    Request for Registration.    If the Company shall receive from the Initiating Holders a written request with respect to the Registrable Securities held by such Initiating Holders that the Company effect any registration, qualification or compliance, the Company will:

          (i)  promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and

         (ii)  as soon as practicable thereafter, use its best efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable

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Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within thirty (30) days after the deemed receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 1.5:

(1)

In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(2)

Prior to the earlier of (A) six (6) months following the effective date of the first public offering of the Common Stock of the Company to the general public which is effected pursuant to a registration statement filed with, and declared effective by, the Commission under the Securities Act (the "IPO") or (B) three (3) years following the closing of the sale and issuance of the Series B-1 Preferred Stock pursuant to the Series B-1 Purchase Agreement;

(3)

During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the later of (A) six months from the date sixty (60) days prior to the Company's estimated date of filing of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the registration statement has not become effective during such time period or (B) the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided in the case of clauses (A) or (B) that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith;

(4)

After the Company has effected two (2) such registrations pursuant to this subparagraph 1.5(a), such registrations having been declared or ordered effective and the securities offered pursuant to such registrations having been sold; or

(5)

If the Company shall furnish to such Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the board of directors of the Company (the "Board of Directors") it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.5 shall be deferred for a period not to exceed one-hundred and twenty (120) days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).

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        Subject to the foregoing clauses (1) through (5), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

        (b)    Underwriting.    In the event that a registration pursuant to Section 1.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 1.5(a)(i). The right of any Holder to registration pursuant to Section 1.5 shall be conditioned upon such Holder's participation in the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder's Registrable Securities in the underwriting, to the extent requested, to the extent provided herein.

        The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into and perform its obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (which managing underwriter shall be reasonably acceptable to the Holders of a majority of the Registrable Securities to be registered). Notwithstanding any other provision of this Section 1.5, if the managing underwriter advises the Initiating Holders that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders desiring to participate in such registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all such Holders at the time of filing the registration statement; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities to be registered by the Company for its own account or by any other holders of the Company's securities are first entirely excluded from the underwriting and registration. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. The Company may include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company or (ii) shares of Common Stock held by holders other than the Holders of Registrable Securities but only to the extent that such inclusion of securities in Sections 1.5(b)(i) and (ii) will not diminish the number of securities included by the Holders of Registrable Securities who have requested their securities to be included in such registration.

        If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration.

        1.6.    Company Registration.    

        (a)   Notice of Registration. If at any time or from time to time, the Company shall determine to register any of its securities, either for its own account or the account of a security holder or holders other than (i) a registration relating solely to employee benefit plans, (ii) a registration relating solely to a Commission Rule 145 transaction, or (iii) a registration on any registration form that does not permit secondary sales, the Company will:

          (i)  promptly give to each Holder written notice thereof; 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

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specified in a written request or requests made within fifteen (15) days after the deemed receipt of such written notice from the Company by any Holder, but only to the extent set forth in Section 1.6(b) herein.

        (b)   Underwriting. If the registration of which the Company gives notice 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 1.6(a)(i). In such event, the right of any Holder to registration pursuant to Section 1.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. 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 and perform their obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting on a pro rata basis based on the total number of securities (including, without limitation, Registrable Securities) entitled to registration pursuant to registration rights granted to the participating Holders by the Company; provided, that, (i) with respect to the IPO, the managing underwriter may exclude all of such Registrable Securities and (ii) with respect to any registration following the IPO, the managing underwriter may exclude only such number of Registrable Securities as would provide the Holders requesting registration with at least thirty percent (30%) of the total number of shares to be registered and sold pursuant to such registration; provided further that (X) in no event shall any Registrable Securities be excluded from such offering unless all other shareholders' securities are first excluded and (Y) any Registrable Securities held by a Founder shall be excluded before any other Registrable Securities are excluded. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other holder to the nearest 100 shares. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.

If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto.

        (c)   Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.6 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses of such withdrawn registration shall be born by the Company in accordance with Section 1.9 hereof.

        1.7.    Registration on Form S-3.    

        (a)   The Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form. To that end the Company shall register (whether or not required by law to do so) its Common Stock under the Exchange Act in accordance with the provisions of the

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Exchange Act following the effective date of the first registration of any securities of the Company on Form S-1 or any comparable or successor form or forms.

        (b)   If, at any time after the Company is entitled to use Form S-3 (or any successor form to Form S-3) for a public offering of Registrable Securities, any Holder or Holders request that the Company file a registration statement on Form S-3, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form. The Company will (i) promptly give written notice of the proposed registration to all other Holders, and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within thirty (30) days after the deemed receipt of the written notice from the Company referred in the preceding clause (i). The applicable substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7.

        (c)   Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 1.7: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) during the period starting with the date sixty (60) days prior to the filing of, and ending on the later of (x) six months from the date sixty (60) days prior to the Company's estimated date of filing of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the registration statement has not become effective during such time period, or (y) a date six (6) months following the effective date of any registration statement (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities), provided in the case of clauses (A) or (B) that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) if the Company shall furnish to such Holder a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company or its stockholders for registration statements to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one-hundred twenty (120) days from the receipt of the request to file such registration by such Holder or Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).

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        (d)   Registrations effected pursuant to this Section 1.7 shall not be counted as a request for registration pursuant to Section 1.5.

        1.8.    Limitations on Subsequent Registration Rights.    From and after the date hereof, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities unless such new registration rights, including standoff obligations, are on a pari passu basis or are subordinate to the registration rights granted to the Holders hereunder.

        1.9.    Expenses of Registration.    All Registration Expenses incurred in connection with any registration pursuant to Sections 1.5, 1.6 and 1.7 and the reasonable cost of one special legal counsel to represent all of the Holders together in any such registration shall be borne by the Company, provided that the Company shall not be required to pay the Registration Expenses of any registration proceeding begun pursuant to Section 1.5, the request of which has been subsequently withdrawn by the Initiating Holders, unless the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders were not aware at the time of such request, in which case the Company shall pay all Registration Expenses. In such case, (i) the Holders of Registrable Securities to have been registered shall bear all such Registration Expenses pro rata on the basis of the number of shares to have been registered, and (ii) the Company shall be deemed not to have effected a registration pursuant to subparagraph 1.5(a) of this Agreement. Unless otherwise agreed, all Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders of the registered securities included in such registration pro rata on the basis of the number of shares so registered.

        1.10.    Registration Procedures.    In the case of each registration, qualification or compliance effected by the Company pursuant to this Section 1, the Company will keep each Holder advised in writing as to the initiation of each registration, qualification and compliance and as to the completion thereof and, at its expense, the Company will:

        (a)   Prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for at least ninety (90) days or until the distribution described in the registration statement has been completed; provided, however, that in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, provided that if Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (y) includes any prospectus required by Section 10(a)(3) of the Securities Act or (z) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (y) and (z) above shall be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement;

        (b)   In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering;

        (c)   Furnish to the Holders participating in such registration and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities;

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        (d)   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;

        (e)   Notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchaser of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in light of the circumstances then existing;

        (f)    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;

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

        (h)   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;

        (i)    Make available for inspection by any Holder participating in such registration, any underwriter participating in any disposition pursuant to such registration, and any attorney or accountant retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers and directors to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such registration statement; provided, however, that such Holder, underwriter, attorney or accountant shall agree in writing to hold in confidence and trust all non-public information so provided.

        1.11.    Indemnification.    

        (a)   The Company will indemnify each Holder, each of its officers and directors and partners, and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Section 1, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities laws, rules or regulations applicable to the Company in connection with any such registration, qualification or compli