RECRUITSOFT, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

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Title: RECRUITSOFT, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Governing Law: Delaware Date: 3/31/2004

RECRUITSOFT, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, Parties: recruitsoft inc

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EXHIBIT 4.3

RECRUITSOFT, INC.

SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

OCTOBER 21, 2003

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TABLE OF CONTENTS

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1. Registration Rights........................................................................................ 1

1.1 Definitions....................................................................................... 1

1.2 Piggyback Registration Rights..................................................................... 2

1.3 Required Registration............................................................................. 4

1.4 Registration on Form S-3.......................................................................... 5

1.5 Registration Procedures........................................................................... 6

1.6 Furnish Information............................................................................... 8

1.7 Expenses of Registration.......................................................................... 8

1.8 No Delay of Registration.......................................................................... 8

1.9 Indemnification................................................................................... 8

1.10 Reports under Securities Exchange Act of 1934..................................................... 10

1.11 Assignment of Registration Rights................................................................. 11

1.12 "Market Stand-Off" Agreement...................................................................... 11

1.13 Registrations outside U........................................................................... 12

1.14 Termination of Registration Rights................................................................ 12

2. Right of First Refusal on Company Issuance................................................................. 12

2.1 Right of First Refusal............................................................................ 12

2.2 Over-Allotment Option............................................................................. 12

2.3 Pro Rata Share.................................................................................... 12

2.4 New Securities.................................................................................... 13

2.5 Procedure......................................................................................... 13

2.6 Waiver of Right of First Refusal.................................................................. 15

2.7 Termination and Assignment........................................................................ 15

2.8 Company Right to Terminate Issuance of New Securities............................................. 15

3. Restrictions on Transfer of Shares......................................................................... 15

3.1 Restrictions on Transfer.......................................................................... 15

3.2 Restricted Shares................................................................................. 16

3.3 Sales to Competitors.............................................................................. 16

3.4 Right of First Refusal on Communicade's Series B Preferred Stock.................................. 16

3.5 Termination and Nonassignment..................................................................... 18

4. Right of First Refusal on Restricted Shares................................................................ 19

4.1 General........................................................................................... 19

4.2 Exceptions........................................................................................ 19

4.3 Investors' Right of First Refusal on Restricted Shares............................................ 20

4.4 Termination and Nonassignment..................................................................... 20

5. Right of Co-Sale Respecting Shares......................................................................... 20

5.1 Grant; Notice..................................................................................... 20

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TABLE OF CONTENTS

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5.2 Right of Co-Sale................................................................................... 21

5.3 Transfer of Shares upon Failure to Exercise Right of Co-Sale....................................... 22

5.4 Binding Effect of Right of Co-Sale................................................................. 22

5.5 Termination of Right of Co-Sale.................................................................... 22

5.6 Delivery Requirements.............................................................................. 22

5.7 Exceptions......................................................................................... 22

5.8 Legend............................................................................................. 23

5.9 Conditions to Exercise of the Investors' Rights.................................................... 23

5.10 Assignment of Right of Co-Sale..................................................................... 23

6. Covenants of the Company.................................................................................... 23

6.1 Delivery of Financial Statements................................................................... 23

6.2 Inspection......................................................................................... 24

6.3 Board of Directors................................................................................. 24

6.4 Negative Covenants................................................................................. 26

6.5 Termination of Covenants........................................................................... 27

7. Miscellaneous............................................................................................... 27

7.1 Successors and Assigns............................................................................. 27

7.2 Governing Law...................................................................................... 27

7.3 Counterparts....................................................................................... 27

7.4 Titles and Subtitles............................................................................... 27

7.5 Notices............................................................................................ 27

7.6 Expenses........................................................................................... 28

7.7 Amendments and Waivers............................................................................. 28

7.8 Aggregation of Stock............................................................................... 28

7.9 Severability....................................................................................... 28

7.10 Entire Agreement................................................................................... 28

7.11 Dispute Resolution................................................................................. 28

7.12 Remedies........................................................................................... 29

7.13 No Inconsistent Agreements......................................................................... 29

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RECRUITSOFT, INC.

SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this

"Agreement") is made as of the 21st day of October 2003, by and among

Recruitsoft, Inc., a Delaware corporation (the "Company") and the Investors

listed on Exhibit A hereto (collectively, the "Investors").

RECITALS

WHEREAS, the Company, Kangaroo Acquisition Corporation and White Amber,

Inc. ("White Amber") are entering into an Agreement and Plan of Merger (the

"Merger Agreement") of even date herewith;

WHEREAS, in order to induce certain stockholders of White Amber (the

"Series D Holders") to exchange their shares of White Amber capital stock for

shares of the Company's Series D Preferred Stock pursuant to the Merger

Agreement, the Company and certain of its stockholders (the "Prior Holders")

desire that the Company grant to the Series D Holders listed in Exhibit A

certain of the registration and other rights set forth herein; and

WHEREAS, all Investors desire that this Agreement shall govern the

registration and other rights of all Investors.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. Registration Rights. The Company covenants and agrees as

follows:

1.1 Definitions. For purposes of this Section 1:

(a) The term "1934 Act" shall mean the

Securities Exchange Act of 1934, as amended.

(b) The term "Act" means the Securities Act of

1933, as amended.

having the right to acquire Registrable Securities or any permitted assignee

thereof pursuant to the terms of Section 1.11.

(d) The term "Ownership Percentage" means and

includes, with respect to each Holder of Registrable Securities requesting

inclusion of Registrable Securities in an offering pursuant to this Agreement,

the number of Registrable Securities held by such Holder divided by the

aggregate of all Registrable Securities held by all Holders requesting

registration in such offering.

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(e) The term "Public Offering" means and

includes the closing of a firm commitment underwritten public offering pursuant

to an effective registration statement under the Act, covering the offer and

sale of securities to the general public for the account of the Company.

(f) The terms "register", "registered" and

"registration" refer to a registration effected by preparing and filing a

registration statement or similar document in compliance with the Act, and the

declaration or ordering of effectiveness of such registration statement or

document.

(g) The term "Registrable Securities" means (i)

Class A Common Stock issuable or issued upon conversion of the Company's Series

A Preferred Stock or the exercise of exchange rights of the Class A or Class B

preferred exchangeable shares of 9090-5415 Quebec Inc., as applicable and as

specified on Exhibit A hereto; (ii) Class A Common Stock issuable or issued upon

conversion of the Company's Series B Preferred Stock as specified on Exhibit A

hereto; (iii) Class A Common Stock issuable or issued upon conversion of the

Company's Series C Preferred Stock; (iv) Class A Common Stock issuable or issued

upon conversion of the Series D Preferred Stock (the "Series D Shares") acquired

by the Series D Holders pursuant to the Merger Agreement; provided, however,

that the term "Registrable Securities" shall not include the Series D Shares for

purposes of Sections 1.3 and 1.4 and provided further that the holders of Series

D Shares shall not be deemed to be Investors for purposes of Section 5; (v) the

additional shares of Class A Common Stock currently held by certain Investors as

specified on Exhibit A hereto; (vi) any Class A Common Stock issued (or issuable

upon conversion or exercise of any warrant, right or other security which is

issued) to the Bain Investors pursuant to Section 2 in connection with the

Company's issuance of securities in a firm commitment underwritten Public

Offering covering the offer and sale of securities of the Company; and (vii) any

Class A Common Stock of the Company issued as (or issuable upon the conversion

or exercise of any warrant, right or other security which is issued as) a

dividend or other distribution with respect to, or in exchange for or in

replacement of, the foregoing, excluding in all cases, however, any shares sold

or transferred by a person in a transaction in which the rights under this

Section 1 are not assigned.

(h) The term "SEC" shall mean the Securities and

Exchange Commission.

(i) The term "Qualified Public Offering" shall

mean a firm commitment underwritten public offering by the Company pursuant to a

registration statement on Form S-1 under the Act (or equivalent), with a price

per share of at least $1.4721 (as adjusted for subdivisions, combinations and

stock dividends with respect to such shares) and net proceeds to the Company of

at least Twenty-five Million Dollars ($25,000,000).

1.2 Piggyback Registration Rights.

(a) Registration Rights. If at any time the

Company shall determine to register under the Act (including pursuant to a

demand of any stockholder of the Company exercising registration rights other

than pursuant to Section 1.3 hereof) any of its common stock (other than a

registration relating solely to the sale of securities to participants in a

Company employee benefits plan, a registration on any form which does not

include substantially the same

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information as would be required to be included in a registration statement

covering the sale of Registrable Securities or a registration in which the only

common stock being registered is common stock issuable upon conversion of debt

securities which are also being registered), it shall send to each Holder

written notice of such determination and, if within fifteen (15) days after

receipt of such notice, such Holder shall so request in writing, the Company

shall use its commercially reasonable best efforts to include in such

registration statement all of the Registrable Securities that such Holder

requests to be registered.

(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 part of the written

notice given pursuant to Section 1.2(a). In such event, the right of any Holder

to registration pursuant to this Section 1.2 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 Registrable Securities through such underwriting

shall (together with the Company and the other holders distributing their

securities through such underwriting) enter into an underwriting agreement in

customary form with the managing underwriter selected for such underwriting by

the Company. Notwithstanding any other provision of this Section 1.2, if the

managing underwriter determines in its sole discretion that marketing factors

require a limitation of the number of shares to be underwritten, the managing

underwriter may limit on a pro rata basis the Registrable Securities to be

included in such registration (i) in the case of the Company's initial Public

Offering to an amount equal to zero, and (ii) in the case of any other Public

Offering to an amount not less than thirty percent (30%) of the total number of

securities to be included in the registration. The Company shall so advise all

Holders distributing their Registrable Securities through such underwriting, and

the number of shares of Registrable Securities and other securities that may be

included in the registration and underwriting on behalf of persons other than

the Company shall be allocated in the following order of priority (A) first, to

the Company, (B) second, among the Holders requesting to sell Registrable

Securities according to each Holder's Ownership Percentage, and (C) third, to

the extent additional securities may be included therein, pro rata among the

other selling stockholders according to the total amount of securities owned by

each such stockholder; provided, however, that the number of shares of

Registrable Securities to be included in such underwriting shall not be reduced

unless all other securities (other than securities of the Company) are first

entirely excluded from the underwriting. This order of priority cannot be

altered unless approved by the Holders of a majority of all outstanding shares

of the Registrable Securities. To facilitate the allocation of shares in

accordance with the above provisions, the Company may round the number of shares

allocated to any Holder or other holder to the nearest 100 shares.

If any of the Holders disapproves of the terms of any such

underwriting, he may elect to withdraw therefrom by written notice to the

Company and the managing underwriter.

shall have the right to terminate or withdraw any registration initiated by it

under this Section 1.2 prior to the effectiveness of such registration whether

or not any Holder has elected to include Registrable Securities in such

registration.

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1.3 Required Registration.

(a) On as many as but not more than two

occasions in the case of the Holders of Series C Preferred Stock and one

occasion in the case of Holders of Series B Preferred Stock, not earlier than

the earlier of either (i) one hundred eighty (180) days after the completion by

the Company of its initial Public Offering or (ii) January 1, 2004, the Holders

of at least thirty percent (30%) of the Series C Preferred Stock then

outstanding or the shares of Class A Common Stock issued on conversion thereof,

or the Holders of at least 30% of the Series B Preferred Stock then outstanding

or the shares of Class A Common Stock issued on conversion thereof, may require

the Company, at the Company's expense, to register some or all of such Holders'

Registrable Securities, provided that each such registration covers an offering

with an aggregate offering price that is not less than $5,000,000. Such

Holder(s) shall notify the Company in writing that it or they intend to offer or

cause to be offered for public sale all or any portion of the Registrable

Securities, and within ten (10) days of the receipt after such notice, the

Company will so notify all holders of Registrable Securities.

(b) Upon written request of any Holder given

within thirty (30) days after the receipt by such Holder from the Company of

such notification, the Company will use its commercially reasonable best efforts

to cause all of the Registrable Securities that may be requested by any Holder

thereof (including the Holder or Holders giving the initial notice of intent to

offer (each an "Initiating Holder" and collectively the "Initiating Holders"))

to be registered under the Act as expeditiously as possible. The Company shall

file a registration statement covering the Registrable Securities so requested

to be registered as soon as practical, but in any event within ninety (90) days

after receipt by the Company of the request of the Initiating Holder.

Section 1.3 or Section 1.4 to the contrary, if the Company furnishes to the

Holders requesting any registration pursuant to such sections a certificate

signed by the President of the Company stating that, in the good faith judgment

of the Board of Directors of the Company, such registration would be seriously

detrimental to the Company and that it is in the best interests of the Company

to defer the filing of a registration statement, then 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 receipt by the

Company of the request by the Initiating Holder; provided, however, that the

Company may not exercise such right more than once in any twelve-month period.

(d) If the Initiating Holders intend to

distribute the Registrable Securities covered by their request by means of an

underwriting, they shall so advise the Company as part of their request and the

Company shall include such information in the written notice referred to above.

(e) If the registration to be effected pursuant

to this Section 1.3 is a registration in connection with the Company's initial

Public Offering, the underwriter shall be selected by the Company and shall be

reasonably acceptable to the Holders of a majority of the Registrable Securities

included in such registration. In all subsequent registrations effected pursuant

to this Section 1.3, the underwriter shall be selected by the Holders of a

majority of the Registrable Securities included in such registration and shall

be reasonably acceptable to the Company. In any

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event, the right of any Holder to include his, her or its Registrable Securities

in such registration shall be conditioned upon such Holder's participation in

such underwriting and the inclusion of such Holder's Registrable Securities in

the underwriting to the extent provided herein. All Holders proposing to

distribute their securities through such underwriting shall enter into an

underwriting agreement in customary form with the underwriters selected for such

underwriting.

(f) Notwithstanding the foregoing, if the

managing underwriter advises the Holders of Registrable Securities included in

such registration in writing that marketing factors require a limitation of the

number of shares to be underwritten, then the Initiating Holders shall so advise

all Holders of Registrable Securities which would otherwise be underwritten

pursuant hereto, and the number of shares of Registrable Securities that may be

included in the underwriting shall be allocated among such Holders according to

each such Holder's Ownership Percentage. (g) Notwithstanding the foregoing, the

Company shall not be obligated to effect, or to take any action to effect, any

registration pursuant to this Section 1.3: (i) after the Company has effected

two (2) registrations in the case of the Holders of Series C Preferred Stock or

the shares of Class A Common Stock issued on conversion of the Series C

Preferred Stock, and one registration in the case of the Holders of Series B

Preferred Stock or the shares of Class A Common Stock issued on conversion of

the Series B Preferred Stock, pursuant to this Section 1.3 and such

registrations have been declared or ordered effective and kept effective for the

period set forth in Section 1.5(a) and the Company has registered at least 80%

of the total number of Registrable Securities requested to be included therein,

(ii) during the period starting with the date forty-five (45) days prior to the

Company's good faith estimate of filing of, and ending on a date one hundred

eighty (180) days after the effective date of, a registration statement filed

under the Act (other than a registration of securities in a Rule 145 transaction

or relating solely to the sale of securities to participants in a Company stock

plan), provided that the Company is actively employing in good faith its

commercially reasonable best efforts to cause such registration statement to

become effective and provided further that the Holders were given the

opportunity to fully participate in such registration pursuant to, and the

Company otherwise complied with its obligations under, Section 1.2 above, or

(iii) if the Company delivers notice to the Holders of Registrable Securities

within 30 days of any registration request of the Company's intent to file a

registration statement for the initial Public Offering within 45 days of such

notice, or (iv) if the Initiating 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 1.4 below; provided that in such

situation, the Company shall include in the Form S-3 registration statement any

information reasonably requested to be included in such registration, if any.

1.4 Registration on Form S-3. Notwithstanding Section

1.3, in case the Company shall receive from a Holder or Holders a written

request or requests that the Company effect a registration on Form S-3 (or any

similar form promulgated by the SEC) and any related qualification or compliance

with respect to all or a part of the Registrable Securities owned by such Holder

or Holders, the Company will, not more than twice in any year (365-day period):

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(a) promptly give written notice of the proposed

registration, and any related qualification or compliance, to all other Holders;

and

(b) as soon as practicable, use its commercially

reasonable best efforts to effect such registration and all such qualifications

and compliances as may be so requested and as would permit or facilitate the

sale and distribution of all or such portion of such Holder's or Holders'

Registrable Securities as are specified in such request, together with all or

such portion of the Registrable Securities of any other Holder or Holders

joining in such request as are specified in a written request given within

twenty (20) days after receipt of such written notice from the Company;

provided, however, that the Company shall not be obligated to effect any such

registration, qualification or compliance, pursuant to this Section 1.4: (1) if

Form S-3 is not available for such offering by the Holders; (2) 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 of Directors of the

Company, it would be seriously detrimental to the Company and its stockholders

for such Form S-3 Registration to be effected at such time, in which event the

Company shall have the right to defer the filing of the Form S-3 registration

statement for a period of not more than ninety (90) days after receipt of the

request of the Holder or Holders under this Section 1.4; provided, however, that

the Company shall not utilize this right more than once in any twelve month

period; (3) if such Form S-3 registration covers an offering with reasonably

anticipated aggregate proceeds of less than $500,000; or (4) if the Company has

effected two (2) registrations pursuant to this Section 1.4 within the past

twelve (12) months and such registrations have been declared or ordered

effective.

use Form S-3 under General Instruction I.A. of such form due to actions strictly

within the Company's control, the Company will use its commercially reasonable

best efforts to effect such registration on Form S-1 upon written request from

the Holders of a majority of the Registrable Securities requested to be included

in such registration, subject to the provisions under Section 1.3 of this

Agreement, and such registration on Form S-1 shall not count as a registration

effected pursuant to Section 1.3.

(d) Subject to the foregoing, the Company shall

use its commercially reasonable best efforts to file a registration statement

covering the Registrable Securities and other securities so requested to be

registered as soon as practicable after receipt of the request or requests of

the Holders. Registrations effected pursuant to this Section 1.4 shall not be

counted as demands for registration effected pursuant to Sections 1.2 or 1.3,

respectively. If the Holders giving the initial notice under this Section 1.4

propose to offer the Registrable Securities by means of an underwriting, the

terms of Sections 1.3(d) and (e) shall apply.

1.5 Registration Procedures. Whenever required under this

Section 1 to effect the registration of any Registrable Securities, the Company

shall, as expeditiously as reasonably possible:

(a) Prepare and file with the SEC a registration

statement with respect to such Registrable Securities and use its reasonable

best efforts to cause such registration statement to become effective and keep

such registration statement effective for a period of one hundred eighty

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(180) days or, if earlier, until the distribution contemplated in the

Registration Statement has been completed;

(b) Prepare and file with the SEC such

amendments and supplements to such registration statement and the prospectus

used in connection with such registration statement as may be necessary to

comply with the provisions of the Act;

registration such numbers of copies of a prospectus, including a preliminary

prospectus, in conformity with the requirements of the Act, and such other

documents as they may reasonably request in order to facilitate the public

offering of Registrable Securities owned by them;

(d) Use its reasonable 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 or process in any such state or jurisdictions;

(e) 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 (and each Holder participating in such underwriting shall also enter

into and perform its obligations under such an agreement);

(f) Use its reasonable best efforts to cooperate

with the Holders in the disposition of the securities covered by such

registration statement, including without limitation in the case of an

underwritten offering pursuant to Section 1.3 causing key executives of the

Company to participate under the direction of the managing underwriter in a

"road show" scheduled by such managing underwriter in such locations and of such

duration as in the judgment of such managing underwriter are appropriate for

such underwritten offering;

(g) Use its reasonable best efforts to obtain

all legal opinions, auditors' consents and comfort letters and experts

cooperation as may be required, including furnishing to each Holder

participating in such registration on the date that such Holder's Registrable

Securities are delivered to the underwriters for sale, or if such securities are

not being sold through underwriters on the date that the registration statement

with respect to such Registrable Securities becomes effective, (i) an opinion,

dated as of such date, of counsel for the Company and (ii) a "cold comfort"

letter, dated as of such date, signed by the independent certified public

accountants of the Company, in each case in form and substance as is customarily

given to underwriters in an underwritten public offering, addressed to the

underwriters, if any, and to the Holders participating in such registration;

(h) Notify each Holder of Registrable Securities

covered by such registration statement at any time when a prospectus relating

thereto is required to be delivered under the 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

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state a material fact required to be stated therein or necessary to make the

statements therein not misleading in the light of the circumstances then

existing;

(i) Cause all such Registrable Securities

registered pursuant hereunder to be listed on each securities exchange on which

similar securities issued by the Company are then listed; and

(j) Provide a transfer agent and registrar for

all Registrable Securities registered hereunder and a CUSIP number for all such

Registrable Securities, in each case not later than the effective date of such

registration.

1.6 Furnish Information. It shall be a condition

precedent to the obligations of the Company to take any action pursuant to this

Section 1 with respect to the Registrable Securities of any selling Holder that

such Holder shall furnish to the Company such information regarding itself, the

Registrable Securities held by it, and the intended method of disposition of

such securities as shall be required to effect the registration of such Holder's

Registrable Securities.

1.7 Expenses of Registration. The Company shall bear and

pay all expenses incurred in connection with any registration, filing or

qualification of Registrable Securities with respect to the registrations

pursuant to Sections 1.2, 1.3 and 1.4 for each Holder (which right may be

assigned as provided in Section 1.11), including (without limitation) all

registration, filing, and qualification fees, printers and accounting fees

relating or apportionable thereto and the fees and disbursements of counsel for

the Company and no more than one counsel for all the selling Holders, but

excluding underwriting discounts and commissions relating to Registrable

Securities.

1.8 No Delay of Registration. No Holder shall have any

right to obtain or seek an injunction restraining or otherwise delaying any such

registration as the result of any controversy that might arise with respect to

the interpretation or implementation of this Section 1.

1.9 Indemnification. In the event any Registrable

Securities are included in a registration statement under this Section 1:

(a) To the extent permitted by law, the Company

will indemnify and hold harmless each Holder, any underwriter (as defined in the

Act) for such Holder and each person, if any, who controls such Holder or

underwriter within the meaning of the Act or the 1934 Act, against any losses,

claims, damages, or liabilities (joint or several) to which they may become

subject under the Act, the 1934 Act or other federal or state law, insofar as

such losses, claims, damages, or liabilities (or actions in respect thereof)

arise out of or are based upon any of the following statements, omissions or

violations (collectively a "Violation"): (i) any untrue statement or alleged

untrue statement of a material fact contained in such registration statement,

including any preliminary prospectus or final prospectus contained therein or

any amendments or supplements thereto, (ii) the omission or alleged omission to

state therein a material fact required to be stated therein, or necessary to

make the statements therein not misleading, or (iii) any violation or alleged

violation by the Company of the Act, the 1934 Act, any state securities law or

any rule or regulation promulgated under the Act, the 1934 Act or any state

securities law; and the Company will pay to

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each such Holder, underwriter or controlling person any legal or other expenses

reasonably incurred by them in connection with investigating or defending any

such loss, claim, damage, liability, or action, as such expenses are incurred;

provided, however, that the indemnity agreement contained in this subsection

1.9(a) shall not apply to amounts paid in settlement of any such loss, claim,

damage, liability, or action if such settlement is effected without the consent

of the Company (which consent shall not be unreasonably withheld), nor shall the

Company be liable in any case for any such loss, claim, damage, liability, or

action to the extent that it arises out of or is based upon a Violation which

occurs in reliance upon and in conformity with written information furnished by

any such Holder, underwriter or controlling person for use in such registration.

(b) To the extent permitted by law, each Holder

will indemnify and hold harmless the Company, each of its directors, each of its

officers who has signed the registration statement, each person, if any, who

controls the Company within the meaning of the Act, any underwriter, any other

Holder selling securities in such registration statement and any controlling

person of any such underwriter or other Holder, severally but not jointly,

against any losses, claims, damages, or liabilities (joint or several) to which

any of the foregoing persons may become subject, under the Act, the 1934 Act or

other federal or state law, insofar as such losses, claims, damages, or

liabilities (or actions in respect thereto) arise out of or are based upon any

Violation, in each case to the extent (and only to the extent) that such

Violation occurs in reliance upon and in conformity with written information

furnished by such Holder; and each such Holder will pay any legal or other

expenses reasonably incurred by any person intended for use in such registration

to be indemnified pursuant to this subsection 1.9(b), in connection with

investigating or defending any such loss, claim, damage, liability, or action;

provided, however, that the indemnity agreement contained in this subsection

1.9(b) shall not apply to amounts paid in settlement of any such loss, claim,

damage, liability or action if such settlement is effected without the consent

of the Holder, which consent shall not be unreasonably withheld; provided, that,

in no event shall any indemnity by any Holder under this subsection 1.9(b)

exceed the net proceeds from the offering received by such Holder.

party under this Section 1.9 of notice of the commencement of any action

(including any governmental action), such indemnified party will, if a claim in

respect thereof is to be made against any indemnifying party under this Section

1.9, deliver to the indemnifying party a written notice of the commencement

thereof and the indemnifying party shall have the right to participate in, and,

to the extent the indemnifying party so desires, jointly with any other

indemnifying party similarly noticed, to assume the defense thereof with one

counsel mutually satisfactory to the parties; provided, however, that an

indemnified party (together with all other indemnified parties which may be

represented without conflict by one counsel) shall have the right to retain one

separate counsel, with the fees and expenses to be paid by the indemnifying

party, if representation of such indemnified party by the counsel retained by

the indemnifying party would be inappropriate due to actual or potential

differing interests between such indemnified party and any other party

represented by such counsel in such proceeding. The failure to deliver written

notice to the indemnifying party within a reasonable time of the commencement of

any such action shall not relieve such indemnifying party of any liability to

the indemnified party under this Section 1.9 unless and to the extent that the

failure to deliver notice is materially prejudicial to its ability to defend

such action. Any omission to so deliver written notice to the

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indemnifying party will not relieve it of any liability that it may have to any

indemnified party otherwise than under this Section 1.9.

(d) If the indemnification provided for in this

Section 1.9 is held by a court of competent jurisdiction to be unavailable to an

indemnified party with respect to any loss, liability, claim, damage, or expense

referred to therein, then the indemnifying party, in lieu of indemnifying such

indemnified party hereunder, shall contribute to the amount paid or payable by

such indemnified party as a result of such loss, liability, claim, damage, or

expense in such proportion as is appropriate to reflect the relative fault of

the indemnifying party on the one hand and of the indemnified party on the other

in connection with the statements or omissions that resulted in such loss,

liability, claim, damage, or expense as well as any other relevant equitable

considerations; provided, that, in no event shall any contribution by any Holder

under this subsection 1.9(d) exceed the net proceeds from the offering received

by such Holder. The relative fault of the indemnifying party and of the

indemnified party shall be determined by reference to, among other things,

whether the untrue or alleged untrue statement of a material fact or the

omission to state a material fact relates to information supplied by the

indemnifying party or by the indemnified party and the parties' relative intent,

knowledge, access to information, and opportunity to correct or prevent such

statement or omission.

(e) Notwithstanding the foregoing, to the extent

that the provisions on indemnification and contribution contained in the

underwriting agreement entered into in connection with the underwritten public

offering are in conflict with the foregoing provisions, the provisions in the

underwriting agreement shall control.

(f) The obligations of the Company and Holders

under this Section 1.9 shall survive the completion of any offering of

Registrable Securities in a registration statement under this Section 1, and

otherwise.

1.10 Reports under Securities Exchange Act of 1934. With a

view to making available to the Holders the benefits of Rule 144 promulgated

under the Act ("Rule 144") and any other rule or regulation of the SEC that may

at any time permit a Holder to sell securities of the Company to the public

without registration or pursuant to a registration on Form S-3, the Company

agrees to:

(a) make and keep public information available,

as those terms are understood and defined in Rule 144, at all times after ninety

(90) days after the effective date of the first registration statement filed by

the Company for the offering of its securities to the general public;

(b) file with the SEC in a timely manner all

reports and other documents required of the Company under the Act and the 1934

Act; and

owns any Registrable Securities, forthwith upon request (i) a written statement

by the Company that it has complied with the reporting requirements of Rule 144

(at any time after ninety (90) days after the effective date of

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the first registration statement filed by the Company), the Act and the 1934 Act

(at any time after it has become subject to such reporting requirements), or

that it qualifies as a registrant whose securities may be resold pursuant to

Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent

annual or quarterly report of the Company and such other reports and documents

so filed by the Company, and (iii) such other information as may be reasonably

requested in availing any Holder of any rule or regulation of the SEC which

permits the selling of any such securities without registration or pursuant to

such form.

1.11 Assignment of Registration Rights. The rights to

cause the Company to register Registrable Securities pursuant to this Section 1

may be assigned (but only with all related obligations) by a Holder to a

transferee or assignee of such securities who, after such assignment or

transfer, holds at least five hundred thousand (500,000) shares of Registrable

Securities (subject to appropriate adjustment for stock splits, dividends,

combinations and other recapitalizations), provided: (a) the Company is, within

a reasonable time before such transfer, furnished with written notice of the

name and address of such transferee or assignee and the securities with respect

to which such registration rights are being assigned; (b) such transferee or

assignee agrees in writing to be bound by and subject to the terms and

conditions of this Agreement, including without limitation the provisions of

Section 1.12 below; and (c) such assignment shall be effective only if

immediately following such transfer the further disposition of such securities

by the transferee or assignee is restricted under the Act. For the purposes of

determining the number of shares of Registrable Securities held by a transferee

or assignee of a holder of Registrable Securities, (i) the holdings of

affiliated partnerships, limited liability companies and other entities and

their constituent or retired partners or members or limited partners

(collectively, "Affiliated Persons"), and (ii) the holdings of spouses,

ancestors, lineal descendants and siblings who acquire Registrable Securities by

gift, will or intestate succession (collectively, "Family Members"), shall in

each case be aggregated together, provided that all assignees and transferees

who would not qualify individually for assignment of registration rights shall

designate in writing to the Company from time to time a single attorney in-fact

on behalf of the entire group of Affiliated Persons or Family Members, as the

case may be, for the purpose of exercising any rights, receiving notices or

taking any action under this Section 1.

1.12 "Market Stand-Off" Agreement. Each Holder hereby

agrees that, during the period of duration specified by the Company and the

underwriter of common stock or other securities of the Company, following the

effective date of a registration statement of the Company filed under the Act in

connection with its initial Public Offering, it shall not, to the extent

requested by the Company and such underwriter, directly or indirectly sell,

offer to sell, contract to sell (including, without limitation, any short sale),

grant any option to purchase or otherwise transfer or dispose of (other than to

donees or affiliated entities who agree to be similarly bound) any securities of

the Company held by it at any time during such period except Registrable

Securities included in such registration; provided, however, that:

(a) all officers, directors and all holders of

more than five percent (5%) of all outstanding shares of the voting stock of the

Company enter into similar agreements; and

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(b) such market stand-off time period shall not

exceed one hundred eighty (180) days.

Each Holder agrees to provide to the underwriters of the initial Public

Offering such further agreement as such underwriters may reaso

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