(c)   Short-Form Registrations .  In addition to the Long-Form Registration provided pursuant to Section 1(b) , the holders of a majority of the Sun Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations.  Demand Registrations shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form and if the managing underwriters (if any) agree to the use of a Short-Form Registration Statement.  The Company shall use commercially reasonable efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities.  Short-Form Registrations may be underwritten registrations, resale registrations or “shelf registrations” pursuant to Rule 415 under the Securities Act (“ Shelf Registrations ”) or otherwise, in each case at the sole discretion of the requesting holders.

(d)   Priority on Demand Registrations . The Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration, which consent will not be unreasonably withheld.  If a Demand Registration is an underwritten offering and the managing underwriters advise the Company that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of such offering, the Company will include in such registration   (i) first, the Sun Registrable Securities requested to be included in such registration which in the opinion of such underwriters can be sold without adverse effect, pro rata among the holders thereof on the basis of the number of Registrable Securities owned by each such holder, (ii) second, the Other Registrable Securities requested to be included in such Demand Registration, pro rata among the holders thereof on the basis of the number of Registrable Securities owned by each such holder and (iii) third, the other securities requested to be included in such Demand Registration which in the opinion of such underwriters can be sold without adverse effect, pro rata among the holders thereof on the basis of the number of such other securities owned by each such holder.

(e)   Restrictions on Demand Registrations .  The Company will not be obligated to effect any Demand Registration within six months after the effective date of a previous Long-Form Registration or Short-Form Registration, as the case may be, in which the offering was completed and there was no reduction in the number of Registrable Securities requested to be included.  The Company may postpone, for up to 90 days (from the date of the request), the filing or the effectiveness of a registration statement for a Demand Registration if the Company is in possession of material non-public information concerning it or its business and affairs and the Company’s board of directors determines in good faith that (i) disclosure of such information is legally required in connection with such registration and (ii) public disclosure of such information in a registration statement would have a materially detrimental effect on the Company; provided , that in such event, the holders of the Sun Registrable Securities requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder.  The Company may delay a Demand Registration hereunder only once in any 12-month period.

(f)    Selection of Underwriters .  The holders of a majority of the Registrable Securities initially requesting registration hereunder will have the right to select the investment

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banker(s) and manager(s) to administer the offering under such Demand Registration, subject to the Company’s approval, which will not be unreasonably withheld.

(g)   Other Registration Rights .  The Company will not grant to any Persons the right to request that the Company register any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any such securities, except as provided in this Agreement, except pursuant to registrations on Form S-4 or Form S-8 (or any successor or similar forms), or as otherwise consistent with the terms hereof  (“ Other Registration Rights ”).  All such Other Registration Rights will be subordinate in priority to the rights of the Sun Registrable Securities and the Other Registrable Securities as set forth herein.

2.     Piggyback Registrations .

(a)   Right to Piggyback .  Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a “ Piggyback Registration ”), whether or not for sale for its own account, the Company will give prompt written notice (either before or after the filing of the registration statement) to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(b)  and 2(c)  below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 7 days after the sending by the Company of the Company’s notice.

(b)   Priority on Primary Registrations . If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company and the holders of Registrable Securities that have requested inclusion in such offering that, in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of such offering, then the Company will include in such registration (i) first, the securities that the Company proposes to sell, (ii) second, the Sun Registrable Securities and Other Registrable Securities requested to be included in such registration, which in the opinion of such underwriters can be sold without adverse effect, pro rata among the holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (iii) third, the other securities requested to be included in such registration which in the opinion of such underwriters can be sold without adverse effect, pro rata among the holders thereof on the basis of the number of such other securities owned by each such holder.

(c)   Priority on Secondary Registrations . If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities (it being understood that Demand Registrations on behalf of holders of Registrable Securities are addressed in Section 1 above rather than in this Section 2(c)) , and the managing underwriters advise the Company and the holders of Registrable Securities that have requested inclusion in such offering that, in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of such offering, the Company will include in such registration (i) first, the securities requested

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to be included therein by the holders requesting such registration, (ii) second, the Sun Registrable Securities and Other Registrable Securities requested to be included in such registration, which in the opinion of such underwriters can be sold without adverse effect, pro rata among the holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (iii) third, the other securities requested to be included in such registration which in the opinion of such underwriters can be sold without adverse effect, pro rata among the holders thereof on the basis of the number of such other securities owned by each such holder.

(d)   Selection of Underwriters .  If any Piggyback Registration is an underwritten offering, the selection of the investment banker(s) and manager(s) for the offering shall be made by the Company in its sole discretion.

(e)   Withdrawal by Company .  If, at any time after giving notice of its intention to register any of its securities as set forth in Section 2(a)  and before the effective date of such registration statement filed in connection with such registration, the Company shall determine, for any reason, not to register such securities, the Company shall give written notice of such determination to each holder of Registrable Securities and shall promptly return any materials provided by the holders of Registrable Securities to the Company in connection with such registration.

3.     Holdback Agreements .

(a)   Each holder of Registrable Securities agrees not to effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities, options, or rights convertible into or exchangeable or exercisable for such securities, including, without limitation, any short sale, loan or hedge, during the Applicable Period (as defined in this paragraph) (except as part of such underwritten registration), unless the underwriters managing the registered public offering otherwise agree.  If requested by the Company or managing underwriters, each holder of Registrable Securities agrees to execute customary lock-up agreements consistent with the foregoing obligations with the managing underwriter(s) of an underwritten offering with a duration not to exceed the Applicable Period in such form as agreed to by the holders of a majority of the Registrable Securities participating in such underwritten offering.  The “Applicable Period” shall begin seven days before the Closing, and continue for 180 days following the effective date of the registration statement for the initial public offering of the Company’s equity securities and shall begin seven days before the Closing, and continue for 90 days following the effective date of the registration statement for any other underwritten public offering of the Company’s equity securities (including Demand and Piggyback Registrations) or in each case such longer period agreed to by the holders of a majority of the Sun Registrable Securities participating in such offering.

(b)   The Company agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Applicable Period (except as part of such underwritten registration or pursuant to registrations on Form S-4 or S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree, and (ii) to use commercially reasonable efforts to cause each beneficial holder of 5% or more of its Common Stock outstanding, or any securities convertible into or exchangeable or exercisable for 5% or more of its Common Stock outstanding, purchased or otherwise acquired from the Company at any time after the date of this

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Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during any such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree.

4.     Registration Procedures .  Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company will as expeditiously as possible:

(a)   prepare and (in the case of underwritten registrations, within a commercially reasonable period of time after receiving a request for registration, and in the case of Shelf Registrations, within 30 days after receiving a request for registration) file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and thereafter use commercially reasonable efforts to cause such registration statement to become effective ( provided , that, before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish a reasonable period of time prior to filing to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be furnished within a reasonable period of time prior to filing and will be subject to review of such counsel);

(b)   notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the Securities and Exchange Commission such amendments and supplements or take such other action to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for such period as will terminate, at the earlier of six months in the case of underwritten registrations, 36 months in the case of Shelf Registrations or, in any event, when all of the securities covered by such registration statement during such period have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (but, in any event, not before the expiration of any longer period required under the Securities Act, or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer), and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement;

(c)   furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(d)   use commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller

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reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller ( provided , that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction);

(e)   notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening of any event as a result of which, the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, at the request of any such seller, the Company will prepare and furnish to such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made; provided, however , that at any time, upon written notice to the participating holders of Registrable Securities and for a period not to exceed 60 days thereafter (the “ Suspension Period ”), the Company may suspend the use or effectiveness of any registration statement (and the holders of Registrable Securities hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during the Suspension Period) if the Company reasonably believes that there is or may be in existence material nonpublic information or events involving the Company, the failure of which to be disclosed in the prospectus included in the registration statement could constitute a material misstatement or omission.  In the event that the Company shall exercise its right to delay or suspend the use or effectiveness of a registration hereunder, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period.  The Company may extend the Suspension Period for an additional consecutive 60 days with the consent of the holders of a majority of the Registrable Securities registered under the applicable registration statement.  If so directed by the Company, all holders of Registrable Securities registering shares under such registration statement shall (i) not offer to sell any Registrable Securities pursuant to the registration statement during the period in which the delay or suspension is in effect after receiving notice of such delay or suspension and (ii) use commercially reasonable efforts to deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such holders’ possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice;

(f)    use commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange;

(g)   use commercially reasonable efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(h)   enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable

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Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;

(i)    make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant, or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives, and independent accountants to supply all such information reasonably requested by any such seller, underwriter, attorney, accountant, or agent in connection with such registration statement; provided, however that any such information furnished by the Company that is non-public shall be used in connection with such registration only, and shall be kept confidential by any of the foregoing recipients;

(j)    take all reasonable actions to ensure that any Free-Writing Prospectus utilized in  connection with any Demand Registration or Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumsta