STRUCTURAL GENOMIX, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

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EXHIBIT 4.7

STRUCTURAL GENOMIX, INC.

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

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TABLE OF CONTENTS

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SECTION 1. GENERAL.............................................................. [ 2]

1.1 Definitions.......................................................... [ 2]

SECTION 2. REGISTRATION; RESTRICTIONS ON TRANSFER............................... [ 3]

2.1 Restrictions on Transfer............................................. [ 3]

2.2 Demand Registration.................................................. [ 5]

2.3 Piggyback Registrations.............................................. [ 6]

2.4 Form S-3 Registration................................................ [ 7]

2.5 Expenses of Registration............................................. [ 8]

2.6 Obligations of the Company........................................... [ 9]

2.7 Termination of Registration Rights................................... [10]

2.8 Delay of Registration; Furnishing Information........................ [10]

2.9 Indemnification...................................................... [10]

2.10 Assignment of Registration Rights.................................... [13]

2.11 Amendment of Registration Rights..................................... [13]

2.12 Limitation on Subsequent Registration Rights......................... [13]

2.13 "Market Stand-Off" Agreement; Agreement to Furnish Information....... [13]

2.14 Rule 144 Reporting................................................... [14]

SECTION 3. COVENANTS OF THE COMPANY............................................. [14]

3.1 Basic Financial Information and Reporting............................ [14]

3.2 Inspection Rights.................................................... [15]

3.3 Confidentiality of Records........................................... [15]

3.4 Reservation of Common Stock.......................................... [16]

3.5 Proprietary Information and Inventions Agreement..................... [16]

3.6 Assignment of Right of First Refusal................................. [16]

3.7 Directors' Liability and Indemnification............................. [16]

3.8 Termination of Covenants............................................. [16]

3.9 Use of Proceeds...................................................... [16]

3.10 Business Activity.................................................... [16]

3.11 Compliance........................................................... [16]

3.12 Information for SBIC Investor........................................ [17]

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i.

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TABLE OF CONTENTS

(CONTINUED)

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3.13 Number of Holders of Voting Securities............................... [17]

3.14 Regulatory Problem................................................... [17]

3.15 Board Committees..................................................... [17]

3.16 Observer Rights...................................................... [18]

SECTION 4. RIGHTS OF FIRST REFUSAL.............................................. [18]

4.1 Subsequent Offerings................................................. [18]

4.2 Exercise of Rights................................................... [18]

4.3 Issuance of Equity Securities to Other Persons....................... [18]

4.4 Termination and Waiver of Rights of First Refusal.................... [19]

4.5 Transfer of Rights of First Refusal.................................. [19]

4.6 Excluded Securities.................................................. [19]

SECTION 5. MISCELLANEOUS........................................................ [20]

5.1 Governing Law........................................................ [20]

5.2 Survival............................................................. [20]

5.3 Successors and Assigns............................................... [20]

5.4 Entire Agreement..................................................... [20]

5.5 Severability......................................................... [20]

5.6 Amendment and Waiver................................................. [21]

5.7 Delays or Omissions.................................................. [21]

5.8 Notices.............................................................. [21]

5.9 Attorneys' Fees...................................................... [21]

5.10 Titles and Subtitles................................................. [21]

5.11 Additional Investors................................................. [22]

5.12 Counterparts......................................................... [22]

5.13 Termination of Prior Agreement....................................... [22]

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ii.

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STRUCTURAL GENOMIX, INC.

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the "AGREEMENT")

is entered into as of April 21, 2005, by and among STRUCTURAL GENOMIX, INC., a

Delaware corporation (the "COMPANY"), and the investors listed on EXHIBIT A

hereto (the "INVESTORS" and each individually, an "INVESTOR").

RECITALS

WHEREAS, certain of the Investors are purchasing shares of the

Company's new Series B Preferred Stock (the "SERIES B STOCK"), pursuant to that

certain Series B Preferred Stock Purchase and Recapitalization Agreement (the

"PURCHASE AGREEMENT") of even date herewith (the "SERIES B FINANCING");

WHEREAS, the obligations in the Purchase Agreement are conditioned upon

the execution and delivery of this Agreement;

WHEREAS, certain of the Investors currently hold shares of the

Company's Common Stock issued upon conversion of the Company's previously

outstanding Series A Preferred Stock, Series B Preferred Stock, Series C

Preferred Stock and Series D Preferred Stock (BRIDGE CONVERTED COMMON STOCK) in

connection with the Company's 2004 secured bridge note financing (the "2004

BRIDGE FINANCING");

WHEREAS, certain of the Investors who participated in the 2004 Bridge

Financing currently hold shares of the Company's Series A-1 Preferred Stock,

Series A-2 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred

Stock and Series D-1 Preferred Stock (collectively, the "PRE-SERIES B CONVERSION

PREFERRED STOCK");

WHEREAS, in connection with the Series B Financing, all shares of

Pre-Series B Conversion Preferred Stock will either be converted into shares of

the Company's Common Stock or exchanged for shares of the Company's new Series A

Common Stock (the "SERIES A STOCK");

WHEREAS, the Company and the Investors who are parties to that certain

Restated Investor Rights Agreement dated September 12, 2000, as amended by that

First Amendment to Restated Investor Rights Agreement dated May 4, 2001 and that

Second Amended to Restated Investor Rights Agreement dated July 27, 2004 (the

"PRIOR AGREEMENT") desire to amend and restate the Prior Agreement in its

entirety and accept the rights and covenants hereof in lieu of their rights and

covenants thereunder; and

WHEREAS, in connection with the consummation of the Series B Financing,

the Company and the Investors have agreed to the registration rights,

information rights, and other rights as set forth below.

1.

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NOW, THEREFORE, in consideration of these premises and for other good

and valid consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:

SECTION 1. GENERAL.

1.1 DEFINITIONS. As used in this Agreement the following terms shall

have the following respective meanings:

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as

amended.

"FORM S-3" means such form under the Securities Act as in

effect on the date hereof or any successor or similar registration form under

the Securities Act subsequently adopted by the SEC which permits inclusion or

incorporation of substantial information by reference to other documents filed

by the Company with the SEC.

"HOLDER" means any person owning of record Registrable

Securities that have not been sold to the public or any assignee of record of

such Registrable Securities in accordance with Section 2.10 hereof.

"INITIAL OFFERING" means the Company's first firm commitment

underwritten public offering of its Common Stock registered under the Securities

Act.

"QUALIFIED OFFERING" means the closing of a firmly

underwritten public offering of shares of the Common Stock of the Company at a

per share purchase price of $5.00 (as adjusted for stock splits, dividends,

combinations and the like) with net proceeds to the Company (after deduction of

underwriters commission and expenses) of not less than $25 million.

"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

effectiveness of such registration statement or document.

"REGISTRABLE SECURITIES" means the (a) Common Stock of the

Company issued or issuable upon conversion of the Shares; (b) Bridge Converted

Common Stock; (c) Common Stock of the Company issued or issuable upon conversion

of the Conversion Securities (as those securities are defined in the Convertible

Promissory Note issued by the Company to mHoldings Trust ("MHOLDINGS") dated

December 21, 2001 (the "MILLENNIUM NOTE") (or in the event the Conversion

Securities (as those securities are defined in the Millennium Note) consist of

the Company's Common Stock, the Conversion Securities (as those securities are

defined in the Millennium Note)); (d) Common Stock of the Company issued or

issuable conversion of the Warrant Securities (or in the event the Warrant

Securities consist of the Company's Common Stock, the Warrant Securities); and

(e) 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,

such above-described securities. Notwithstanding the foregoing, Registrable

Securities shall not include any securities sold by a person to the public

either pursuant to a registration statement or

2.

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Rule 144 or sold in a private transaction in which the transferor's rights under

Section 2 of this Agreement are not assigned.

"REGISTRABLE SECURITIES THEN OUTSTANDING" shall be the number

of shares determined by calculating the total number of shares of the Company's

Common Stock that are Registrable Securities and either (a) are then issued and

outstanding or (b) are issuable pursuant to then exercisable or convertible

securities.

"REGISTRATION EXPENSES" shall mean all expenses incurred by

the Company in complying with Sections 2.2, 2.3 and 2.4 hereof, including,

without limitation, all registration and filing fees, printing expenses, fees

and disbursements of counsel for the Company, reasonable fees and disbursements

of a single special counsel for the Holders, 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).

"SEC" or "COMMISSION" means the Securities and Exchange

Commission.

"SECURITIES ACT" shall mean the Securities Act of 1933, as

amended.

"SELLING EXPENSES" shall mean all underwriting discounts and

selling commissions applicable to the sale.

"SHARES" shall mean (a) the Series A Stock and Series B Stock

now held or hereafter acquired by the Investors listed on EXHIBIT A hereto and

their permitted assigns; (b) the Pre-Series B Conversion Preferred Stock held by

the Investors listed on EXHIBIT A hereto and their permitted assigns; (c) the

Company securities issuable upon exercise of the Warrant (the "Warrant

Securities"); and (d) the Conversion Securities (as those securities are defined

in the Millennium Note) issued pursuant to the Millennium Note to mHoldings (or

its permitted assigns).

"SPECIAL REGISTRATION STATEMENT" shall mean a registration

statement relating to any employee benefit plan or with respect to any corporate

reorganization or other transaction under Rule 145 of the Securities Act.

"WARRANT" shall mean that certain warrant held by General

Electric Capital Corporation dated March 9, 2000, as such may be amended from

time to time.

SECTION 2. REGISTRATION; RESTRICTIONS ON TRANSFER.

2.1 RESTRICTIONS ON TRANSFER.

(a) Each Holder agrees not to make any disposition of all or

any portion of the Shares or Registrable Securities unless and until:

(i) there is then in effect a registration statement

under the Securities Act covering such proposed disposition and such disposition

is made in accordance with such registration statement; or

3.

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(ii) (A) the transferee has agreed in writing to be

bound by the terms of this Agreement, (B) such Holder shall have notified the

Company of the proposed disposition and shall have furnished the Company with a

detailed statement of the circumstances surrounding the proposed disposition,

and (C) if reasonably requested by the Company, such Holder shall have furnished

the Company with an opinion of counsel, reasonably satisfactory to the Company,

that such disposition will not require registration of such shares under the

Securities Act. It is agreed that the Company will not require opinions of

counsel for transactions made pursuant to Rule 144 except in unusual

circumstances.

(iii) Notwithstanding the provisions of paragraphs

(i) and (ii) above, no such registration statement or opinion of counsel shall

be necessary for a transfer by a Holder which is (A) a partnership to its

partners or former partners in accordance with partnership interests, (B) a

corporation to its shareholders in accordance with their interest in the

corporation, (C) a limited liability company to its members or former members in

accordance with their interest in the limited liability company, (D) an

affiliate that is actually controlled by or under common control with the

Holder, or (E) to the Holder's family member or trust for the benefit of an

individual Holder; provided that in each case the transferee will be subject to

the terms of this Agreement to the same extent as if he were an original Holder

hereunder.

(b) Each certificate representing Shares or Registrable

Securities shall (unless otherwise permitted by the provisions of the Agreement)

be stamped or otherwise imprinted with a legend substantially similar to the

following (in addition to any legend required under applicable state securities

laws):

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE

OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR

HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR

UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL

SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH

REGISTRATION IS NOT REQUIRED.

(c) The Company shall be obligated to reissue promptly

unlegended certificates at the request of any holder thereof if the holder shall

have obtained an opinion of counsel (which counsel may be counsel to the

Company) reasonably acceptable to the Company to the effect that the securities

proposed to be disposed of may lawfully be so disposed of without registration,

qualification or legend.

(d) Any legend endorsed on an instrument pursuant to

applicable state securities laws and the stop-transfer instructions with respect

to such securities shall be removed upon receipt by the Company of an order of

the appropriate blue sky authority authorizing such removal.

4.

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2.2 DEMAND REGISTRATION.

(a) Subject to the conditions of this Section 2.2, if the

Company shall receive a written request from the Holders of at least sixty-six

and two-thirds percent (66-2/3%) of the Registrable Securities (the "INITIATING

HOLDERS") voting together as a single class that the Company file a registration

statement under the Securities Act covering the registration of certain of such

Registrable Securities, then the Company shall, within thirty (30) days of the

receipt thereof, give written notice of such request to all Holders, and subject

to the limitations of this Section 2.2, use its best efforts to effect, as

expeditiously as reasonably possible, the registration under the Securities Act

of all Registrable Securities that the Holders request to be registered.

(b) 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 a part of their request made pursuant to

this Section 2.2 or any request pursuant to Section 2.4 and the Company shall

include such information in the written notice referred to in Section 2.2(a) or

Section 2.4(a), as applicable. In such event, the right of any Holder to include

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 underwriter or

underwriters selected for such underwriting by a majority in interest of the

Initiating Holders (which underwriter or underwriters shall be reasonably

acceptable to the Company). Notwithstanding any other provision of this Section

2.2 or Section 2.4, if the underwriter advises the Company that marketing

factors require a limitation of the number of securities to be underwritten

(including Registrable Securities) then the Company shall so advise all Holders

of Registrable Securities which would otherwise be underwritten pursuant hereto,

and the number of shares that may be included in the underwriting shall be

allocated to the Holders of such Registrable Securities on a pro rata basis

based on the number of Registrable Securities held by all such Holders

(including the Initiating Holders). Any Registrable Securities excluded or

withdrawn from such underwriting shall be withdrawn from the registration.

(c) The Company shall not be required to effect a registration

pursuant to this Section 2.2:

(i) prior to the earlier of (A) December 31, 2006 or

(B) one hundred eighty (180) days following the effective date of the

registration statement pertaining to the Initial Offering;

(ii) after the Company has effected two (2)

registrations pursuant to this Section 2.2, and such registrations have been

declared or ordered effective;

(iii) 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 the Initial Offering;

provided that the Company makes reasonable good faith efforts to cause such

registration statement to become effective;

5.

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(iv) if within thirty (30) days of receipt of a

written request from Initiating Holders pursuant to Section 2.2(a), the Company

gives notice to the Holders of the Company's good faith intention to make a

public offering, other than pursuant to a Special Registration Statement, within

ninety (90) days;

(v) if the Company shall furnish to Holders

requesting a registration statement pursuant to this Section 2.2, a certificate

signed by the Chairman of the Board 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 shareholders for such registration statement to be effected at

such time, in which event the Company shall have the right to defer such filing

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

the Initiating Holders; provided that such right to delay a request shall be

exercised by the Company not more than once in any twelve (12) month period; or

(vi) 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 2.4 below.

2.3 PIGGYBACK REGISTRATIONS. The Company shall notify all Holders in

writing at least twenty (20) days prior to the filing of any registration

statement under the Securities Act for purposes of a public offering of

securities of the Company (including, but not limited to, registration

statements relating to secondary offerings of securities of the Company, but

excluding Special Registration Statements) and will afford each such Holder an

opportunity to include in such registration statement all or part of such

Registrable Securities held by such Holder. Each Holder desiring to include in

any such registration statement all or any part of the Registrable Securities

held by it shall, within fifteen (15) days after the above-described notice from

the Company, so notify the Company in writing. Such notice shall state the

intended method of disposition of the Registrable Securities by such Holder. If

a Holder decides not to include all of its Registrable Securities in any

registration statement thereafter filed by the Company, such Holder shall

nevertheless continue to have the right to include any Registrable Securities in

any subsequent registration statement or registration statements as may be filed

by the Company with respect to offerings of its securities, all upon the terms

and conditions set forth herein.

(a) UNDERWRITING. If the registration statement under which

the Company gives notice under this Section 2.3 is for an underwritten offering,

the Company shall so advise the Holders of Registrable Securities in the

above-described notice. In such event, the right of any such Holder to be

included in a registration pursuant to this Section 2.3 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 Registrable Securities through

such underwriting shall enter into an underwriting agreement in customary form

with the underwriter or underwriters selected for such underwriting by the

Company. Notwithstanding any other provision of the Agreement, if the

underwriter determines in good faith that marketing factors require a limitation

of the number of shares to be underwritten, the number of shares that may be

included in the underwriting shall be allocated, first, to the Company; second,

to the Holders on a pro rata basis based on the total number of Registrable

Securities held by the Holders; and third, to any stockholder of the

6.

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Company (other than a Holder) on a pro rata basis. No such reduction shall (i)

reduce the securities being offered by the Company for its own account to be

included in the registration and underwriting; or (ii) reduce the amount of

securities of the selling Holders included in the registration below thirty-five

percent (35%) of the total amount of securities included in such registration,

unless such offering is the Initial Offering and such registration does not

include shares of any other selling stockholders, in which event any or all of

the Registrable Securities of the Holders may be excluded in accordance with the

immediately preceding sentence. If any Holder disapproves of the terms of any

such underwriting, such Holder may elect to withdraw therefrom by written notice

to the Company and the underwriter, delivered at least ten (10) business days

prior to the effective date of the registration statement. Any Registrable

Securities excluded or withdrawn from such underwriting shall be excluded and

withdrawn from the registration. For any Holder which is a partnership or

corporation, the partners, retired partners and shareholders 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 person shall be deemed to be a

single "Holder," and any pro rata reduction with respect to such "Holder" shall

be based upon the aggregate amount of shares carrying registration rights owned

by all entities and individuals included in such "Holder," as defined in this

sentence.

(b) RIGHT TO TERMINATE REGISTRATION. The Company shall have

the right to terminate or withdraw any registration initiated by it under this

Section 2.3 prior to the effectiveness of such registration whether or not any

Holder has elected to include securities in such registration. The Registration

Expenses of such withdrawn registration shall be borne by the Company in

accordance with Section 2.5 hereof.

2.4 FORM S-3 REGISTRATION. In case the Company shall receive from any

Holder or Holders a written request or requests that the Company effect a

registration on Form S-3 (or any successor to Form S-3) or any similar

short-form registration statement 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:

(a) promptly give written notice of the proposed registration,

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

(b) use best efforts to effect, as soon as practicable, 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 fifteen (15) 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 2.4:

(i) if Form S-3 is not available for such offering by

the Holders, or

(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), or

7.

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(iii) if within thirty (30) days of receipt of a

written request from any Holder or Holders pursuant to this Section 2.4, the

Company gives notice to such Holder or Holders of the Company's good faith

intention to make a public offering within sixty (60) days, other than pursuant

to a Special Registration Statement, or

(iv) if the Company shall furnish to the Holders a

certificate signed by the Chairman of the Board of Directors 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 shareholders

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 2.4; provided, that such

right to delay a request shall be exercised by the Company not more than once in

any twelve (12) month period, or

(v) in any particular jurisdiction in which the

Company would be required to qualify to do business or to execute a general

consent to service of process in effecting such registration, qualification or

compliance.

(c) Subject to the foregoing, the Company shall file a Form

S-3 registration statement covering the Registrable Securities and other

securities so requested to be registered within ninety (90) days after receipt

of the request of the Holder or Holders. Registrations effected pursuant to this

Section 2.4 shall not be counted as demands for registration or registrations

effected pursuant to Sections 2.2 or 2.3, respectively.

2.5 EXPENSES OF REGISTRATION. Except as specifically provided herein,

all Registration Expenses incurred in connection with any registration,

qualification or compliance pursuant to Section 2.2 or any registration under

Section 2.3 or Section 2.4 herein shall be borne by the Company. All Selling

Expenses incurred in connection with any registrations hereunder, shall be borne

by the holders of the securities so registered pro rata on the basis of the

number of shares so registered. The Company shall not, however, be required to

pay for expenses of any registration proceeding begun pursuant to Section 2.2 or

2.4, the request of which has been subsequently withdrawn by the Initiating

Holders unless (a) 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 or (b) the Holders of a majority of Registrable Securities

agree to forfeit their right to one requested registration pursuant to Section

2.2 or Section 2.4, as applicable, in which event such right shall be forfeited

by all Holders. If the Holders are required to pay the Registration Expenses,

such expenses shall be borne by the holders of securities (including Registrable

Securities) requesting such registration in proportion to the number of shares

for which were ultimately included in such registration. If the Company is

required to pay the Registration Expenses of a withdrawn offering pursuant to

clause (a) above, then the Holders shall not forfeit their rights pursuant to

Section 2.2 or Section 2.4 to a demand registration.

8.

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2.6 OBLIGATIONS OF THE COMPANY. Whenever required 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 best efforts to cause

such registration statement to become effective, and, upon the request of the

Holders of a majority of the Registrable Securities registered thereunder, keep

such registration statement effective for up to one hundred twenty (120) days

or, if earlier, until the Holder or Holders have completed the distribution

related thereto.

(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 Securities Act with respect to the disposition of all

securities covered by such registration statement for the period set forth in

paragraph (a) above.

(c) Furnish to the Holders such number of copies of a

prospectus, including a preliminary prospectus, in conformity with the

requirements of the Securities Act, and such other documents as they may

reasonably request in order to facilitate the disposition of Registrable

Securities owned by them.

(d) 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.

(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(s) of such offering. Each Holder

participating in such underwriting shall also enter into and perform its

obligations under such an agreement.

(f) 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 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 in the light of the circumstances then

existing. The Company will use reasonable efforts to amend or supplement such

prospectus in order to cause such prospectus not to include any 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 in the light

of the circumstances then existing.

(g) Use its reasonable efforts to furnish, on the date that

such Registrable Securities are delivered to the underwriters for sale, if such

securities are being sold through underwriters, (i) an opinion, dated as of such

date, of the counsel representing the Company for the purposes of such

registration, in form and substance as is customarily given to underwriters

9.

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in an underwritten public offering, addressed to the underwriters, if any, (and

with copies thereof provided to the Holders requesting registration of

Registrable Securities), and (ii) a letter dated as of such date, from the

independent certified public accountants of the Company, in form and substance

as is customarily given by independent certified public accountants to

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

2.7 TERMINATION OF REGISTRATION RIGHTS. All registration rights granted

under this Section 2 shall terminate and be of no further force and effect at

the earlier of (a) five (5) years after the date of the Company's Initial

Offering or (b) after the Company's Initial Offering, with respect to a

particular Holder, at such time as (i) the Holder is entitled to sell all of its

shares in any ninety (90) day period pursuant to SEC Rule 144 and (ii) the

Holder owns less than one percent (1%) of the Registrable Securities.

2.8 DELAY OF REGISTRATION; FURNISHING INFORMATION.

(a) 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 2.

(b) It shall be a condition precedent to the obligations of

the Company to take any action pursuant to Section 2.2, 2.3 or 2.4 that the

selling Holders shall furnish to the Company such information regarding

themselves, the Registrable Securities held by them and the intended method of

disposition of such securities as shall be required to effect the registration

of their Registrable Securities.

(c) The Company shall have no obligation with respect to any

registration requested pursuant to Section 2.2 or Section 2.4 if, due to the

operation of subsection 2.2(b), the number of shares or the anticipated

aggregate offering price of the Registrable Securities to be included in the

registration does not equal or exceed the number of shares or the anticipated

aggregate offering price required to originally trigger the Company's obligation

to initiate such registration as specified in Section 2.2 or Section 2.4,

whichever is applicable. Where a registration requested pursuant to Section 2.2

or Section 2.4 is not completed because the number of shares or the anticipated

aggregate offering price of the Registrable Securities to be included in the

registration does not equal or exceed the number of shares or the anticipated

aggregate offering price required to originally trigger the Company's obligation

to initiate such registration, the request to initiate such registration shall

not count against the number of requests permitted to be made pursuant to

Section 2.2 or 2.4. Where a registration requested pursuant to Section 2.2 or

Section 2.4 is completed even though the number of shares of the anticipated

aggregate offering price of the Registrable Securities to be included in the

registration is less than the number of shares or the anticipated aggregate

offering price required to originally trigger the Company's obligation to

initiate such registration, the request to initiate such registration shall

count against the number of requests permitted to be made pursuant to Section

2.2 or Section 2.4.

2.9 INDEMNIFICATION. In the event any Registrable Securities are

included in a registration statement under Sections 2.2, 2.3 or 2.4:

10.

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

and hold harmless each Holder, the partners, officers, directors and

shareholders of each Holder, legal counsel and accountants for each Holder, any

underwriter (as defined in the Securities Act) for such Holder and each person,

if any, who controls such Holder or underwriter within the meaning of the

Securities Act or the Exchange Act, against any losses, claims, damages, or

liabilities (joint or several) to which they may become subject under the

Securities Act, the Exchange 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") by the Company: (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 Securities Act, the Exchange Act, any state

securities law or any rule or regulation promulgated under the Securities Act,

the Exchange Act or any state securities law in connection with the offering

covered by such registration statement; and the Company will pay as incurred to

each such Holder, partner, officer, director, legal counsel, underwriter or

controlling person for any legal or other expenses reasonably incurred by them

in connection with investigating or defending any such loss, claim, damage,

liability or action; provided however, that the indemnity agreement contained in

this Section 2.9(a) shall not apply to amounts paid in settlement of any such

loss, claim, damage,