Execution
      Version


**INVESTOR’S
      RIGHTS AGREEMENT**















Page1.
            Definitions
            12.
            Registration
                Rights
            52.1
            Demand
                Registration
            52.2
            Company
                Registration
            72.3
            Underwriting
                Requirements
            72.4
            Obligations
                of the Company
            82.5
            Furnish
                Information
            102.6
            Expenses
                of Registration
            102.7
            Delay
                of Registration
            102.8
            Indemnification
            102.9
            Reports
                Under Exchange Act
            122.10
            Limitations
                on Subsequent Registration Rights
            132.11
            “Market
                Stand-off” Agreement
            132.12
            Restrictions
                on Transfer
            142.13
            Termination
                of Registration Rights
            153.
            Information
                Rights
            153.1
            Delivery
                of Financial Statements
            153.2
            Inspection
            173.3
            Termination
                of Information Rights
            173.4
            Confidentiality
            174.
            Rights
                to Future Stock Issuances
            174.1
            Right
                of Participation
            174.2
            Termination
            185.
            Intentionally
                Omitted.
            186.
            Miscellaneous
            186.1
            Successors
                and Assigns
            186.2
            Governing
                Law
            196.3
            Counterparts;
                Facsimile
            196.4
            Titles
                and Subtitles
            196.5
            Notices
            196.6
            Amendments
                and Waivers
            196.7
            Severability
            206.8
            Aggregation
                of Stock
            206.9
            Entire
                Agreement
            206.10
            Delays
                or Omissions
            20




Schedule
                  A
              -
              Schedule
                  of Key Holders







i


**INVESTOR’S
      RIGHTS AGREEMENT**




THIS
      INVESTOR’S RIGHTS AGREEMENT (the “ **Agreement** ”)
      is
      made as of the 25 th day of
      July, 2007, by and among Unity
      Business Networks, L.L.C., an Arizona limited liability company (the
“ **Company** ”),
      Zoom
      Technologies, Inc., a Delaware corporation (the “ **Investor** ”),
      and
      each of the holders of the Company’s Common Interests listed on Schedule A hereto,
      each of whom is referred to herein as a “ **Key
      Holder** ” .




**RECITALS**




**WHEREAS** ,
      the
      Company and the Investor are parties to the Series A Preferred Share Purchase
      Agreement of even date herewith (the “ **Purchase
      Agreement** ”);
      and




**WHEREAS** ,
      in
      order to induce the Company to enter into the Purchase Agreement and to induce
      the Investor to invest funds in the Company pursuant to the Purchase Agreement,
      the Investor and the Company hereby agree that this Agreement shall govern
      the
      rights of the Investor to cause the Company to register Common Shares issuable
      to the Investor, to receive certain information from the Company, and to
      participate in future equity offerings by the Company, and shall govern certain
      other matters as set forth in this Agreement.




**AGREEMENT**




**NOW,
      THEREFORE** ,
      the
      parties hereby agree as follows:




1.  Definitions . **** For
      purposes of this Agreement:




1.1 “ **Affiliate** ”
means,
      with respect to any specified Person, any other Person who, directly or
      indirectly, controls, is controlled by, or is under common control with such
      Person, including without limitation any general partner,
      manager, managing member, officer or director  of
      such
      Person.




1.2  “ **Board
      of Managers** ”
means
      the Board of Managers as such term is used in the Operating Agreement.




1.3  “ **Common
      Interests** ”
means
      the Common Shares in the Company representing membership interests in the
      Company with the rights, preferences and privileges as set forth in the
      Operating Agreement.




1.4  **“Common
      Shares”** means
      (i) for so long as the Company shall remain a limited liability company, the
      Common Interests; or (ii) from and after such time as the Company may convert
      into, or merge with, or otherwise become, a corporation, the Conversion
      Stock .




1.5  **“Conversion
      Stock”** means
      any common stock or other capital stock of a corporation into or with which
      the
      Company may be converted or merged in connection with the change in form of
      the
      Company to a corporation and which is received by the holders of the Common
      Interests in exchange for the Common Interests in connection with such
      conversion or merger.




1




1.6  “ **Damages** ”
means
      any loss, damage,
      or liability (joint or several) to which a party hereto may become subject
      under
      the Securities Act, the Exchange Act, or other federal or state law, insofar
      as
      such loss, damage,
      or liability (or any action in respect thereof) arises out of or is based upon
      (i) any untrue statement or alleged untrue statement of a material fact
      contained in any registration statement of the Company, including any
      preliminary prospectus or final prospectus contained therein or any amendments
      or supplements thereto; (ii) an 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  indemnifying **** party (or
      any
      of its agents or Affiliates) **** 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.




1.7  “ **Derivative
      Securities** ”
means
      any securities or rights convertible into, or exercisable or exchangeable
      for (in each
      case, directly or indirectly) ,
      Common
      Shares, including without limitation options and warrants.




1.8  “ **Exchange
      Act** ”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder.




1.9  “ **Excluded
      Registration** ”
means (i) a
      registration relating  to
      the
      sale of securities to employees of the Company or
      a
      subsidiary pursuant
      to a stock option, stock purchase, or similar plan ;
      (ii) a
      registration relating to an
      SEC Rule 145 transaction; (iii) a
      registration on any form that does not include substantially the same
      information as would be required to be included in a registration statement
      covering the sale of the Registrable Securities; or (iv) a
      registration in which the only Common Shares being registered are Common Shares
      issuable upon conversion of debt securities that are also being
      registered.




1.9  **“Exempted
      Securities”** means (i)
      Common Shares issued or issuable upon conversion or exchange of any Derivative
      Securities outstanding on the date hereof; (ii) Common Shares issued or issuable
      as a dividend or distribution on Series A Preferred Shares; (iii) Common
      Shares issued or issuable by reason of a dividend, stock split, split-up or
      other distribution on Common Shares; (iv) Common Shares (or options with respect
      thereto), or other interests in the Company issued or issuable to officers,
      employees or directors of, or consultants or advisors to, the Corporation
      pursuant to a plan or arrangement approved by the Board of Managers of the
      Company; (v) Common Shares issued solely in consideration for the acquisition
      (whether by merger or otherwise) by the Company or any of its subsidiaries
      of
      all or substantially all of the stock or assets of any other entity approved
      by
      the Board of Managers of the Company; and (vi) Common Shares, or warrants
      therefor, issued in connection with any present or future borrowing, loan,
      line
      of credit, leasing or similar financing arrangement approved by the Board of
      Managers of the Company.




1.10 “ **Form
      S-1** ”
means
      such form under the Securities Act as in effect on the date hereof or any
      successor registration form under the Securities Act subsequently adopted by
      the
      SEC.




2




1.11 “ **Form
      S-2** ”
means
      such form under the Securities Act as in effect on the date hereof or any
      successor registration form under the Securities Act subsequently adopted by
      the
      SEC.




1.12 “ **Form
      S-3** ”
means
      such form under the Securities Act as in effect on the date hereof or any
      registration form under the Securities Act subsequently adopted by the SEC
      that
      permits incorporation of substantial information by reference to other documents
      filed by the Company with the SEC.




1.13 “ **GAAP** ”
means
      generally accepted accounting principles in the United States.




1.14 “ **Holder** ”
means
      any holder of Registrable Securities who is a party to this
      Agreement.




1.15 “ **Immediate
      Family Member** ”
means
      a
      child , stepchild,
      grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law,
      father-in-law, son-in-law, daughter-in-law, brother-in-law, **** or **** sister-in-law,
      including adoptive relationships, of a natural person referred to
      herein.




1.16 “ **Initiating
      Holders** ”
means,
      collectively, Holders who properly initiate a registration request under this
      Agreement.




1.17 “ **IPO** ”
means
      the Company’s first underwritten public offering of its Common Shares under the
      Securities Act.




1.17  **“Key
      Holder Registrable Securities”** means
      (i) the Common Shares held by the Key Holders, and (ii) any Common Shares issued
      as (or issuable upon the conversion or exercise of any warrant, right, or other
      security that is issued as) a dividend or other distribution with respect to,
      or
      in exchange for or in replacement of such shares.




1.18  “ **New
      Securities** ”
means,
      collectively, equity securities of the Company, whether or not currently
      authorized, as well as rights, options, or warrants to purchase such equity
      securities, or securities of any type whatsoever that are, or may become,
      convertible or exchangeable into or exercisable for such equity
      securities.




1.19  **“Operating
      Agreement”** means
      the Second Amended and Restated Operating Agreement of the Company, as the
      same
      may be further amended and/or restated from time to time.




1.20  “ **Person** ”
means
      any individual, corporation, partnership, trust, limited liability company,
      association or  other entity .




1.21 **“Qualified
      IPO”** means an
      underwritten public offering of the Company’s Common Shares under the Securities
      Act with an offering price per share of at least $0.21 ( subject
      to appropriate adjustment for stock splits, stock dividends, combinations and
      other similar recapitalizations affecting such shares) and resulting in
      aggregate proceeds in excess of $25 million.




3




1.22  “ **Registrable
      Securities** ”
means
      (i) the Common Shares issuable or issued upon conversion of th **e** Series
      A Preferred
      Shares ;
      (ii)
      any Common Shares ,
      or any
      Common Shares **** issued
      or
      issuable **** (directly
      or indirectly) **** upon
      conversion and/or
      exercise of **** any other **** securities **** of
      the
      Company , acquired
      by the Investors after the date hereof; (iii) the Key Holder
      Registrable Securities ,  provided,
      however ,
      that
      such Key
      Holder Registrable Securities **** shall
      not
      be deemed Registrable Securities and the Key Holders shall not be deemed Holders
      for the purposes of Sections 2.10 and 6.6 ;
      and (iv) any
      Common Shares issued as (or issuable upon the conversion or exercise of any
      warrant, right, or other security that is issued as) a dividend or other
      distribution with respect to, or in exchange for or in replacement of, the
      shares referenced in clauses (i)  and
      (ii) above;
      excluding in all cases, however, any Registrable Securities sold by a Person
      in
      a transaction in which the applicable **** rights
      under this
      Agreement are not
      assigned pursuant
      to Section
      6.1 ,
      and
      excluding for purposes of Section
      2 **** any
      shares for which registration rights have terminated pursuant to Section 2.13 **** of
      this
      Agreement.




1.23  “ **Registrable
      Securities then outstanding** ”
means
      the number of shares or membership interests, as applicable, determined by
      adding the number
      of
      shares (or membership interests) of outstanding Common
      Shares that
      are
      Registrable Securities and
      the number
      of shares (or membership interests) of **** Common
      Shares issuable (directly
      or indirectly) pursuant
      to then exercisable and/ or
      convertible securities that are Registrable Securities.




1.24  “ **Restricted
      Securities** ”
means
      the securities of the Company required to bear the legend set forth in Section 2.12 (b) hereof.




1.25  “ **SEC** ”
means
      the Securities and Exchange Commission.




1.26  “ **SEC
      Rule 144** ”
means
      Rule 144 promulgated by the SEC under the Securities Act.




1.27  “ **SEC
      Rule 144(k)** ”
means
      Rule 144(k) promulgated by the SEC under the Securities Act.




1.28  “ **SEC
      Rule 145** ”
means
      Rule 145 promulgated by the SEC under the Securities Act.




1.29  “ **Securities
      Act** ”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.




1.30  “ **Selling
      Expenses** ”
means
      all underwriting discounts, selling commissions, and stock transfer taxes
      applicable to the sale of Registrable Securities, and fees and disbursements
      of
      counsel for any Holder, except for
      the
      fees and disbursements of the Selling Holder Counsel borne and paid by the
      Company as
      provided in Section 2.6.




1.31  **“Series
      A Preferred Conversion Stock”** means
      any preferred stock or other capital stock of a corporation into or with which
      the Company may be converted or merged in connection with the change in form
      of
      the Company to a corporation and which is received by the holders of the Series
      A Preferred Interests in exchange for the Series A Preferred Interests in
      connection with such conversion or merger.




4




1.32  “ **Series
      A Preferred Interests** ”
means
      the Series A Preferred Shares of the Company with
      the
      rights, preferences and privileges as set forth in the Operating
      Agreement .




1.33  **“Series
      A Preferred Shares”** means
      (i) for so long as the Company shall remain a limited liability company, the
      Series A Preferred Interests; or (ii) from and after such time as the Company
      may convert into, or merge with or otherwise become, a corporation, the Series
      A
      Preferred Conversion Stock .




At
      the
      time of the execution of this Agreement, the Company is a limited liability
      company organized and existing under the laws of the State of Arizona.
      Recognizing the possibility that the Company may later convert into or merge
      with or otherwise change its legal form to a corporation under the laws of
      the
      State of Arizona or other state or jurisdiction (whether in anticipation of
      or
      in connection with the IPO or otherwise), the parties hereto have attempted
      to
      draft this Agreement in such manner so that the provisions relating to ownership
      interests in the Company are flexible enough to accommodate the differences
      in
      terminology, rights, preferences, privileges, treatment under applicable law,
      and the like, between a limited liability company and a corporation. It is
      the
      parties’ intention that this Agreement and the defined and other terms hereof be
      construed broadly with respect to this matter so as to preserve, extend and
      apply the rights and obligations set forth herein as equally and similarly
      as
      possible to both the limited liability company membership interests in the
      Company held or to be held by the parties to this Agreement and to any shares
      of
      capital stock which may be issued to the parties to this Agreement upon any
      change in legal form of the Company to a corporation.




2.  Registration
      Rights . The
      Company covenants and agrees as follows:




2.1  Demand
      Registration .




(a) Form
      S-1 Demand . If
      at any
      time after one hundred eighty (180) days after
      the effective date of the registration statement for the IPO, the Company
      receives a request from Holders (other than the Key Holders) of at least
      twenty-five percent (25%) of the
      Registrable Securities then outstanding that the Company file a Form
      S-1 registration statement **** with
      respect to an offering with an anticipated
      aggregate offering price, net of Selling Expenses, of at least $10 million,
      then
      the Company shall (i) within ten (10) days after the date such request is given,
      give notice thereof (the “ **Demand
      Notice** ”)
      to all
      Holders other than the Initiating Holders; and (ii) as soon as practicable,
      and
      in any event within sixty (60) days after the date such request is given by
      the
      Initiating Holders, file a Form
      S-1 registration statement under the Securities Act covering all Registrable
      Securities that the I nitiating Holders requested **** to
      be
      registered and any
      additional Registrable Securities requested to be included in such registration
      by any other Holders, as specified by notice given by each such Holder to the
      Company within twenty (20) days of the date the Demand Notice is given, and
      in
      each case, subject
      to the limitations of Section 2.1( c ) and Section
      2.3.




(b) Form
      S-3 Demand .
      If at
      any time when it is eligible to use a Form S-3 registration statement, the
      Company receives a request from Holders of at least thirty percent (30%) of
      the
      Registrable Securities then outstanding that the Company file a Form S-3
      registration statement with respect to outstanding Registrable Securities of
      such Holders having an anticipated aggregate offering price, net of Selling
      Expenses, of at least $1 million, then the Company shall (i) within ten (10)
      days after the date such request is given, give a Demand Notice to all Holders
      other than the Initiating Holders; and (ii) as soon as practicable, and in
      any
      event within forty-five (45) days after the date such request is given by the
      Initiating Holders, file a Form S-3 registration statement under the Securities
      Act covering all Registrable Securities requested to be included in such
      registration by any other Holders, as specified by notice given by each such
      Holder to the Company within twenty (20) days of the date the Demand Notice
      is
      given, and in each case, subject to the limitations of Section
      2.1(c) and Section 2.3 .




5




(c)  Notwithstanding
      the foregoing obligations, if the Company furnishes to Holders requesting a
      registration pursuant to this Section
      2.1 a
      certificate signed by the Company’s chief executive officer stating that in the
      good faith judgment of the Company’s Board of Managers of the Company it would
      be materially detrimental to the Company and its stockholders for such
      registration statement to either become effective or remain effective for as
      long as such registration statement otherwise would be required to remain
      effective, because such action would (i) materially interfere with a significant
      acquisition, corporate reorganization, or other similar transaction involving
      the Company; (ii) require premature disclosure of material information that
      the
      Company has a bona fide business purpose for preserving as confidential; or
      (iii) render the Company unable to comply with requirements under the
      Securities Act or Exchange Act, then the
      Company shall have the right to defer taking action with respect to such filing,
      and any time periods with respect to filing or effectiveness thereof shall
      be
      tolled correspondingly, for a period of not more than ninety (90) days
      after the request of the Initiating Holders is given; provided,
      however ,
      that
      the Company may not invoke this right more than once in any twelve (12) month
      period ;
      and provided
      further that the
      Company shall not register any securities for its own account or that of any
      other stockholder during such ninety (90) day period other than an
      Excluded Registration .




(d)  The
      Company shall not be obligated to effect, or to take any action to effect,
      any
      registration pursuant to Section
      2.1 (a) (i)
      during the period that is sixty
      (60) days before the Company’s good faith estimate of the date of filing of, and
      ending on a date that is one hundred eighty (180) days after the effective
      date
      of, a Company-initiated registration, provided ,
      that
      the Company is actively employing in good faith commercially reasonable efforts
      to cause such registration statement to become effective; (ii)
      after the Company has effected two registrations pursuant
      to Section
      2.1(a) ;
      or
      (iii) 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 2.1(b) .
      The
      Company shall not be obligated to effect, or to take any action to effect,
      any
      registration pursuant to Section
      2.1(b) (i)
      during the period that is thirty (30) days before the Company’s good faith
      estimate of the date of filing of, and ending on a date that is ninety (90)
      days
      after the effective date of, a Company-initiated registration, provided, that
      the Company is actively employing in good faith commercially reasonable efforts
      to cause such registration statement to become effective; or (ii) if the Company
      has effected two registrations pursuant to Section
      2.1(b) within
      the twelve (12) month period immediately preceding the date of such
      request.  A
      registration shall not be counted as “effected” for purposes of this Section
      2.1 (d) until
      such time as the applicable registration statement has been declared effective
      by the SEC, unless the Initiating Holders withdraw their request for such
      registration, elect not to pay the registration expenses therefor, and
      forfeit their right to one demand registration statement pursuant
      to Section 2.6, in which
      case such withdrawn registration statement shall be counted as “effected” for
      purposes of this Section 2.1(d). ****




6




2.2  Company
      Registration .  If
      the
      Company proposes to register (including, for this purpose, a registration
      effected by the Company for stockholders other than the Holders) any of its securities under
      the Securities Act in connection with the public offering of such securities
      solely for cash (other than in an
      Excluded Registration), the Company shall, at such time, promptly give each
      Holder notice of such registration. Upon the request of each Holder given within
      twenty (20) days after such notice is given by the Company, the Company shall,
      subject to the provisions of Section 2.3 , cause to
      be registered all of the Registrable Securities that each such Holder has
      requested to be included in such registration. The Company shall have the right
      to terminate or withdraw any registration initiated by it under this Section
      2.2 before
      the effective date of such registration, whether or not any Holder has elected
      to include Registrable Securities in such registration. The expenses (other
      than Selling Expenses) of
      such
      withdrawn registration shall be borne by the Company in accordance with Section 2.6 .




2.3  Underwriting
      Requirements .




(a)  If,
      pursuant to Section  2.1 , 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 Section 2.1, and the
      Company shall include such information in the Demand Notice .
      The
      underwriter (s) will be
      selected by the Company and shall be reasonably acceptable to a majority in
      interest of the Initiating Holders .
      In such
      event, the right of any Holder to include such Holder’s 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 (together with
      the
      Company as provided in Section 2.4 (e) )
      enter
      into an underwriting agreement in customary form with the underwriter(s)
      selected for such underwriting. Notwithstanding any other provision of this Section 2.3, if the
      managing underwriter(s) advise(s) the Initiating Holders in writing that
      marketing factors require a limitation on the number of shares to be
      underwritten, then the Initiating Holders shall so advise all Holders of
      Registrable Securities that otherwise would be underwritten pursuant hereto,
      and
      the number of Registrable Securities that may be included in the underwriting
      shall be allocated among such Holders
      of Registrable Securities, including the Initiating Holders, in proportion
      (as
      nearly as practicable) to the number of Registrable Securities owned
      by
      each Holder or in
      such other proportion as shall mutually be agreed to by all such selling
      Holders ; provided,
      however ,
      (i)
      that the number of Registrable Securities held by the Holders to be included
      in
      such underwriting shall not be reduced unless all other securities are first
      entirely excluded from the underwriting; and (ii) unless the holders of a
      majority in interest of Series A Preferred Shares consent otherwise in writing,
      any Registrable Securities which
      are
      not Key Holder Registrable Securities will not
      be excluded from such underwriting unless all Key
      Holder Registrable
      Securities are first excluded from such offering. To
      facilitate the allocation of shares in accordance with the above provisions,
      the
      Company or the underwriters may round the number of shares allocated to any
      Holder to the nearest 100 shares. ****




(b)  In
      connection with any offering involving an underwriting of shares of the
      Company’s capital stock pursuant to Section
      2.2 ,
      the
      Company shall not be required to include any of the Holders’ Registrable
      Securities in such underwriting unless the Holders accept the terms of the
      underwriting as agreed upon between the Company and its underwriters, and then
      only in such quantity as the underwriters in their sole discretion determine
      will not jeopardize the success of the offering by the Company. If the total
      number of securities, including Registrable Securities, requested by
      stockholders to be included in such offering exceeds the number of securities
      to
      be sold (other than by the Company) that the underwriters in their reasonable
      discretion determine is compatible with the success of the offering, then the
      Company shall be required to include in the offering only that number of such
      securities, including Registrable Securities, which the underwriters and the
      Company in their sole discretion determine will not jeopardize the success
      of
      the offering. If
      the
      underwriters determine that less than all of the Registrable Securities
      requested to be registered can be included in such offering, then the
      Registrable Securities that are included in such offering shall be allocated among
      the selling Holders in
      proportion (as nearly as practicable to) the
      number of Registrable Securities owned by each selling Holder or in
      such other proportions as shall mutually be agreed to by all such selling
      Holders. To
      facilitate the allocation of shares in accordance with the above provisions,
      the
      Company or the underwriters may round the number of shares allocated to any
      Holder to the nearest 100 shares. Notwithstanding
      the foregoing, in no event shall (i) the
      number of Registrable Securities included in the offering be reduced unless
      all
      other securities (other than securities to be sold by the Company) are first
      entirely excluded from the offering, or (ii) the
      number of Registrable Securities included in the offering be reduced below
      thirty percent (30%) of the total number of securities included in such
      offering, unless such offering is the IPO, in which case the selling Holders
      may
      be excluded further if the underwriters make the determination described above
      and no other stockholder’s securities are included in such offering or
      ( iii ) notwithstanding
      ( ii )
      above,
      unless the holders of a majority in interest of Series A Preferred Shares
      consent otherwise in writing, any Registrable Securities which
      are
      not Key Holder Registrable Securities be
      excluded from such underwriting unless all Key
      Holder Registrable
      Securities are
      first excluded from such offering. For
      purposes of the provision in this Section 2.3 (b) concerning apportionment, for any selling Holder that
      is a
      partnership, limited liability company, or corporation, the partners, members,
      retired partners, retired members, stockholders, and Affiliates of such Holder,
      or the estates and Immediate Family Members of any such partners, retired
      partners, members, and retired members and any trusts for the benefit of any
      of
      the foregoing Persons, shall be deemed to be a single “selling Holder,” and any
      pro rata reduction with respect to such “selling Holder” shall be based upon the
      aggregate number of Registrable Securities owned by all Persons included in
      such
“selling Holder,” as defined in this sentence.




7




2.4  Obligations
      of the Company . Whenever
      required under this Section
      2 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 commercially reasonable 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 a period of up to one hundred twenty
      (120) days or, if earlier, until the distribution contemplated in the
      registration statement has been completed; provided,
      however ,
      that
      (i) such one hundred twenty (120) day period shall be extended for a period
      of
      time equal to the period the Holder refrains, at the request of an underwriter
      of Common Shares (or other securities) of the Company, from selling any
      securities included in such registration, and (ii) in the case of any
      registration of Registrable Securities on Form S-3 that are intended to be
      offered on a continuous or delayed basis, subject to compliance with applicable
      SEC rules, such one hundred twenty (120) day period shall be extended for up
      to
      an additional ninety (90) days, if necessary, to keep the registration statement
      effective until all such Registrable Securities are sold;




8




(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 Securities Act in order to
      enable the disposition of all securities covered by such registration
      statement;




(c)  furnish
      to the selling Holders such numbers of copies of a prospectus, including a
      preliminary prospectus, as required by the Securities Act, and such other
      documents as the Holders may reasonably request in order to facilitate their
      disposition of their Registrable Securities;




(d)  use
      its
      commercially reasonable 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 selling Holders; provided
      that the
      Company shall not be required to qualify to do business or to file a general
      consent to service of process in any such states or jurisdictions, unless
      the Company is already subject to service in such jurisdiction and except as
      may
      be required by the Securities Act;




(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 underwriter (s) of such
      offering;




(f)  use
      its
      commercially reasonable efforts to cause all such Registrable Securities covered
      by such registration statement to be listed on a national securities exchange
      or
      trading system and each securities exchange and trading system (if any) on
      which
      similar securities issued by the Company are then listed;




(g)  provide
      a
      transfer agent and registrar for all Registrable Securities registered pursuant
      to this Agreement and provide a CUSIP number for all such Registrable
      Securities, in each case not later than the effective date of such
      registration;




(h)  promptly
      make available for inspection by the selling Holders, any managing
      underwriter (s) participating in any disposition pursuant to such registration statement, and
      any attorney or accountant or other agent retained by any such underwriter
      or
      selected by the selling Holders, all financial and other records, pertinent
      corporate documents, and properties of the Company, and cause the Company’s
      officers, directors, employees, and independent accountants to supply all
      information reasonably requested by any such seller, underwriter, attorney,
      accountant, or agent ,
      in each
      case, as necessary or advisable to verify the accuracy of the information in
      such registration statement and to conduct appropriate due diligence in
      connection therewith ;




(i)  notify
      each selling Holder, promptly after the Company receives notice thereof, of
      the
      time when such registration statement has been declared effective or a
      supplement to any prospectus forming a part of such registration statement
      has
      been filed; and




9




(j)  after
      such registration statement becomes effective, notify each selling Holder of
      any
      request by the SEC that the Company amend or supplement such registration
      statement or prospectus.




2.5  Furnish
      Information .
      It
      shall be a condition precedent to the obligations of the Company to take any
      action pursuant to this Section
      2 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 is reasonably required to effect the registration of such Holder’s
      Registrable Securities.




2.6  Expenses
      of Registration .
      All
      expenses (other than Selling Expenses) incurred in connection wit h
      registrations, filings, or qualifications pursuant to Section 2 ,
      including all registration, filing, and qualification fees; printers’ and
      accounting fees; fees and disbursements of counsel for the Company; and the
      reasonable fees and disbursements, not to exceed $15,000, of one counsel for
      the
      selling Holders **** (“ **Selling
      Holder Counsel** ”) ,
      shall
      be borne and paid by the Company; provided,
      however ,
      that
      the Company shall not be required to pay for any expenses of any registration
      proceeding begun pursuant to Section
      2.1  if
      the
      registration request is subsequently withdrawn at the request of the Holders
      of
      a majority of the Registrable Securities to be registered (in which case all
      selling Holders shall bear such expenses pro rata based upon the number of
      Registrable Securities that were to be included in the withdrawn registration),
      unless the Holders of a majority of the Registrable Securities agree to forfeit
      their right to one registration pursuant to Section
      2.1 (a) or Section 2.1(b) , as the
      case may be; provided
      further that if,
      at the time of such withdrawal, the Holders shall have learned of a material
      adverse change in the condition, business, or prospects of the Company from
      that
      known to the Holders at the time of their request and have withdrawn the request
      with reasonable promptness after learning of such information then the Holders
      shall not be required to pay any of such expenses and shall not forfeit their
      right to one registration pursuant to Section
      2.1 (a) or Section 2.1(b) .
      All
      Selling Expenses relating to Registrable Securities registered pursuant to
      this Section
      2 shall be
      borne and paid by the Holders pro rata on the basis of the number of Registrable
      Securities registered on their behalf.




2.7  Delay
      of Registration .
      No
      Holder shall have any right to obtain or seek an injunction restraining or
      otherwise delaying any registration pursuant to this Agreement as the result
      of
      any controversy
      that might arise with respect to the interpretation or implementation of this Section
      2 .




2.8  Indemnification . If any
      Registrable Securities are included in a registration statement under this Section
      2 :




(a)  To
      the
      extent permitted by law, the Company will indemnify and hold harmless each
      selling Holder, and the partners, members, officers, directors, and stockholders
      of each such Holder; legal counsel and accountants for each such Holder; any
      underwriter (as defined in the Securities Act) for each 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 Damages, and the Company
      will pay to each such Holder, underwriter, controlling Person, or other
      aforementioned Person any legal or other expenses reasonably incurred thereby
      in
      connection with investigating or
      defending any claim
      or proceeding from which Damages may result, as such expenses are incurred; provided,
      however ,
      that
      the indemnity agreement contained in this Section 2.8 (a) shall
      not apply to amounts paid in settlement of any such claim or
      proceeding if such settlement is effected without the consent of the Company,
      which consent shall not be unreasonably withheld, nor shall the Company be
      liable for any Damages to the extent that they arise out of or are based upon
      actions or omissions made in reliance upon and in conformity with written
      information furnished by or on behalf of any such Holder, underwriter,
      controlling Person, or other aforementioned Person expressly for use in
      connection with such registration.




10




(b)  To
      the
      extent permitted by law, each selling Holder, severally and not jointly, will
      indemnify and hold harmless the Company, and 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 Securities Act, legal counsel
      and
      accountants for the Company, any underwriter (as defined in the Securities
      Act),
      any other Holder selling securities in such registration statement, and any
      controlling Person of any such underwriter or other Holder, against any Damages,
      in each case only to the extent that such Damages arise out of or are based
      upon
      actions or omissions made in reliance upon and in conformity with written
      information furnished by or on behalf of such selling Holder expressly for
      use
      in connection with such registration; and each such selling Holder will pay
      to
      the Company and each other aforementioned Person any legal or other expenses
      reasonably incurred thereby in connection with investigating or
      defending any claim
      or proceeding from which Damages may result, as such expenses are incurred; provided,
      however ,
      that
      the indemnity agreement contained in this Section 2.8 (b) shall
      not apply to amounts paid in settlement of any such claim or
      proceeding if such settlement is effected without the consent of the Holder,
      which consent shall not be unreasonably withheld; and provided
      further that in
      no event shall the aggregate amounts payable by any Holder by way of indemnity
      or contribution under Sections
      2.8(b) and 2.8(d)  exceed
      the proceeds from the offering received
      by such Holder (net
      of
      any Selling Expenses paid by
      such Holder ) ,
      except
      in the case of fraud or willful misconduct by such Holder.




(c)  Promptly
      after receipt by an indemnified party under this Section 2.8 **** of
      notice
      of the commencement of any action (including any governmental action) for which
      a party may be entitled to indemnification hereunder, such indemnified party
      will, if a claim in respect thereof is to be made against any indemnifying
      party
      under this Section 2.8 , give the
      indemnifying party notice of the commencement thereof. The indemnifying party
      shall have the right to participate in such action and, to the extent the
      indemnifying party so desires, participate jointly with any other indemnifying
      party to which notice has been given, and to assume the defense thereof with
      counsel mutually satisfactory to the parties; provided,
      however ,
      that an
      indemnified party (together with all other indemnified parties that 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 action .
      The
      failure to give notice to the indemnifying party within a reasonable time of
      the
      commencement of any such action shall relieve such indemnifying party of any
      liability to the indemnified party under this Section 2.8, to the extent that
      such failure materially prejudices the indemnifying party’s ability to defend
      such action. The failure to give notice to the indemnifying party will not
      relieve it of any liability that it may have to any indemnified party otherwise
      than under this Section 2.8.




11




(d)  To
      provide for just and equitable contribution to joint liability under the
      Securities Act in any case in which either (i) any party otherwise entitled
      to
      indemnification hereunder makes a claim for indemnification pursuant to this Section 2.8 but it
      is judicially determined (by the entry of a final judgment or decree by a court
      of competent jurisdiction and the expiration of time to appeal or the denial
      of
      the last right of appeal) that such indemnification may not be enforced in
      such
      case, notwithstanding the fact that this Section 2.8 provides
      for indemnification in such case, or (ii) contribution under the Securities
      Act
      may be required on the part of any party hereto for which indemnification is
      provided under this Section 2.8 , then,
      and in each such case, such parties will contribute to the aggregate losses,
      claims, damages, liabilities, or expenses to which they may be subject (after
      contribution from others) in such proportion as is appropriate to reflect the
      relative fault of each
      of the indemnifying party and the indemnified party in connection with the statements,
      omissions, or other actions that resulted in such loss, claim, damage,
      liability, or expense, as well as to reflect any other relevant equitable
      considerations. 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 allegedly untrue statement of a material fact, or the
      omission or alleged omission of 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; provided,
      however ,
      that,
      in any such case, (x) no Holder will be required to contribute any amount in
      excess of the public offering price of all such Registrable Securities offered
      and sold by such Holder pursuant to such registration statement, and (y) no
      Person guilty of fraudulent misrepresentation (within the meaning of Section
      11(f) of the Securities Act) will be entitled to contribution from any Person
      who was not guilty of such fraudulent misrepresentation; and provided
      further that in
      no event shall a Holder’s liability pursuant to this Section 2.8 (d) ,
      when
      combined with the amounts paid or payable by such Holder pursuant to Section 2.8 (b) ,
      exceed
      the proceeds from the offering received
      by such Holder (net
      of
      any Selling Expenses paid by such
      Holder ) ,
      except
      in the case of willful misconduct or fraud by such Holder.




(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)  Unless
      otherwise superseded by an underwriting agreement entered into in connection
      with the underwritten public offering, the obligations of the Company and
      Holders under this Section 2.8 shall
      survive the completion of any offering of Registrable Securities in a
      registration under this Section
      2 ,
      and
      otherwise shall survive the termination of this Agreement.




2.9  Reports
      Under Exchange Act .
      With a
      view to making available to the Holders the benefits of SEC 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 shall:




12




(a)  make
      and
      keep available
      adequate current public
      information ,
      as
      those terms are understood and defined in SEC Rule 144, at all times after
      the
      effective date of the registration statement filed by the Company for the
      IPO;




(b)  use
      commercially reasonable efforts to file with the SEC in a timely manner all
      reports and other documents required of the Company under the Securities Act
      and
      the Exchange Act (at any time after the Company has become subject to such
      reporting requirements); and




(c)  furnish
      to any Holder, so long as the Holder owns any Registrable Securities, forthwith
      upon request (i) to
      the
      extent accurate, a
      written
      statement by the Company that it has complied with the reporting requirements
      of
      SEC Rule 144 (at any time after ninety (90) days after the effective date of
      the
      registration statement filed by the Company for the IPO), the Securities Act,
      and the Exchange Act (at any time after the Company 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 the Company 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 that permits the selling of any such securities without
      registration (at any time after the Company has become subject to the reporting
      requirements under the Exchange Act) or pursuant to Form
      S-3
      (at any time after the Company so qualifies to use such form).




2.10  Limitations
      on Subsequent Registration Rights .
      Fr om
      and
      after the date of this Agreement, the Company shall not, without the prior
      written consent of the Holders of a majority of the Series A Preferred Shares
      then outstanding, enter into any agreement with any holder or prospective holder
      of any securities of the Company that (i) would allow such holder or
      prospective holder (i) to include such securities in any registration unless,
      under the terms of such agreement, such holder or prospective holder may include
      such securities in any such registration only to the extent that the inclusion
      of such securities will not reduce the number of the Registrable Securities
      of
      the Holders that are included.




2.11  “Market
      Stand-off” Agreement . Each
      Holder hereby agrees that it will not, without the prior written consent of
      the
      managing underwriter, during the period commencing on the date of the final
      prospectus relating to the registration
      by the Company for its own behalf of shares of its Common Shares or any other
      equity securities under the Securities Act on a **** registration
      statement relating
      to the IPO ,  and
      ending on the date specified by the Company and the managing underwriter (such
      period not to exceed one hundred eighty (180) days, which period may be extended
      upon the request of the managing underwriter, to the extent required by any
      NASD
      rules, for an additional period of up to fifteen (15) days if the Company issues
      or proposes to issue an earnings or other public release within fifteen (15)
      days of the expiration of the 180-day lockup period,  (i)
      lend;
      offer; pledge; sell; contract to sell; sell any option or contract to purchase;
      purchase any option or contract to sell; grant any option, right, or warrant
      to
      purchase; or otherwise transfer or dispose of, directly or indirectly, any
      Common Shares or any securities convertible into or exercisable or exchangeable (directly
      or indirectly) for
      Common Shares held
      immediately **** before
      the effective date of the registration statement for such offering or
      (ii) enter into any swap or other arrangement that transfers to another, in
      whole or in part, any of the economic consequences of ownership of such
      securities ,
      whether
      any such transaction described in clause (i) or (ii) above is to be settled
      by
      delivery of Common Shares or other securities, in cash, or otherwise. The
      foregoing provisions of this Section 2.11 **** shall
      apply only to the IPO, shall
      not apply to the sale of any shares to an underwriter pursuant to an
      underwriting agreement, and shall be applicable to the Holders only if all
      officers and directors are subject to the same restrictions and the Company
      uses
      commercially reasonable efforts to obtain a similar agreement from all
      stockholders individually owning more than one percent (1%) of the Company’s
      outstanding Common Shares. The underwriters in connection with such  registration are
      intended third-party beneficiaries of this Section 2.11 and
      shall have the right, power, and authority to enforce the provisions hereof
      as
      though they were a party hereto. Each Holder further agrees to execute such
      agreements as may be reasonably requested by the underwriters in connection
      with such registration that are
      consistent with this Section 2.11 or that
      are necessary to give further effect thereto. Any discretionary waiver or
      termination of the restrictions of any or all of such agreements by the Company
      or the underwriters shall apply pro rata to all Holders subject to such
      agreements, based on the number of shares subject to such
      agreements.




13




2.12  Restrictions
      on Transfer .




(a)  The
      Series A Preferred
      Shares and the
      Registrable Securities shall not be sold, pledged, or otherwise transferred,
      and
      the Company shall not recognize and shall issue stop-transfer instructions
      to
      its transfer agent with respect to any such sale, pledge, or transfer, except
      upon the conditions specified in this Agreement, which conditions are intended
      to ensure compliance with the provisions of the Securities Act. A transferring
      Holder will cause any proposed purchaser, pledgee, or transferee of the
      Series A Preferred
      Shares and the
      Registrable Securities held by such Holder to agree to take and hold such
      securities subject to the provisions and upon the conditions specified in this
      Agreement.




(b)  Any
      certificate or
      instrument representing
      (i) the Series A Preferred
      Shares ,
      (ii) the Registrable Securities, and (iii) any other securities issued
      in respect of the securities referenced in clauses (i) and (ii), upon
      any stock split, stock dividend, recapitalization, merger, consolidation, or
      similar event, shall (unless otherwise permitted by the provisions of Section 2.12 (c) )
      be
      stamped or otherwise imprinted with a legend substantially in
      the
      following form:




THE SECURITIES REPRESENTED HEREBY HAVE
      BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE
      OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS
      DELIVERY REQUIREMENTS OF SAID ACT.




THE SECURITIES REPRESENTED HEREBY MAY BE
      TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE
      COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY
      OF
      THE COMPANY.




14




The
      Holders consent to the Company making a notation in its records and giving
      instructions to any transfer agent of the Restricted Securities in order to
      implement the restrictions on transfer set forth in this Section 2.12.




(c)  The
      holder of each certificate representing Restricted Securities, by acceptance
      thereof, agrees to comply in all respects with the provisions of this Section 2 .
      Before
      any proposed sale, pledge, or transfer of any Restricted Securities, unless
      there is in effect a registration statement under the Securities Act covering
      the proposed transaction, the Holder thereof shall give notice to the Company
      of
      such Holder’s intention to effect such sale, pledge, or transfer. Each such
      notice shall describe the manner and circumstances of the proposed sale, pledge,
      or transfer in sufficient detail and, if reasonably requested by the Company,
      shall be accompanied at such Holder’s expense by either (i) a written
      opinion of legal counsel who shall, and whose legal opinion shall, be reasonably
      satisfactory to the Company, addressed to the Company, to the effect that the
      proposed transaction may be effected without registration under the Securities
      Act; (ii) a “no action” letter from the SEC to the effect that the proposed
      sale, pledge, or transfer of such Restricted Securities without registration
      will not result in a recommendation by the staff of the SEC that action be
      taken
      with respect thereto; or (iii) any other evidence reasonably satisfactory
      to counsel to the Company to the effect that the proposed sale, pledge, or
      transfer of the Restricted Securities may be effected without registration
      under
      the Securities Act, whereupon the Holder of such Restricted Securities shall
      be
      entitled to sell, pledge, or transfer such Restricted Securities in accordance
      with the terms of the notice given by the Holder to the Company. The Company
      will not require such a legal opinion or “no action” letter (x) in any
      transaction in compliance with SEC Rule
      144
      or (y) in any transaction in which such Holder distributes Restricted
      Securities to an Affiliate of such Holder for no consideration; provided that
      each transferee agrees in writing to be subject to the terms of this Section 2.12 . Each
      certificate or
      instrument evidencing
      the Restricted Securities transferred as above provided shall bear, except
      if
      such transfer is made pursuant to SEC Rule 144,
      the appropriate restrictive legend set forth in Section 2.12 (b) ,
      except
      that such certificate shall not bear such restrictive legend if, in the opinion
      of counsel for such Holder and the Company, such legend is not required in
      order
      to establish compliance with any provisions of the Securities Act.




2.13  Termination
      of Registration Rights .  The
      right
      of any Holder to request registration or inclusion of Registrable Securities
      in
      any registration pursuant to Section 2.1 or Section 2.2 shall
      terminate upon the earliest
      to occur of :




(a)  the
      closing of a Liquidation Event, as such term is defined in the Operating
      Agreement;




(b)  when
      all
      of such Holder’s Registrable Securities could be sold within any ninety (90) day
      period under SEC Rule 144 ; and




(c)  the
      fifth
      anniversary of the Qualified IPO.




3.  Information
      Rights .




3.1  Delivery
      of Financial Statements .   The
      Company shall deliver to the Investor :




15




(a)  as
      soon
      as practicable, but in any event within ninety (90) days (120 days in the case
      of fiscal year 2007) after the end of each fiscal year of the Company, (i)
      a
      balance sheet as of the end of such year ,
      (ii)
      statements of income and of cash flows for such year ;
      and
      (iii) a statement of stockholders’ equity (or, for such periods as the Company
      shall be organized as a limited liability company, statement of changes in
      member’s capital accounts, or similar statement), all such
      financial statements audited
      and certified by independent public accountants selected by the
      Company and
      reasonably acceptable to the Investor ;




(b)  as
      soon
      as practicable, but in any event within forty-five (45) days after the end
      of
      each of the first three (3) quarters of each fiscal year of the Company,
      unaudited statements of income and of cash flows for such fiscal quarter, and
      an
      unaudited balance sheet and an
      unaudited statement of stockholders’ equity (or, for such periods as the Company
      shall be organized as a limited liability company, statement of changes in
      member’s capital accounts, or similar statement) as
      of the
      end of such fiscal quarter ,
      all
      prepared in accordance with GAAP (except that such financial statements may (i)
      be subject to normal year-end audit adjustments and (ii) not contain all notes
      thereto that may be required in accordance with GAAP) ;




(c)  as
      soon
      as practicable, but in any event within thirty (30) days of the end of each
      month, an unaudited income statement and
      statement of cash flows for such month, and an
      unaudited balance sheet
      and an
      unaudited statement of stockholders’ equity (or, for such periods as the Company
      shall be organized as a limited liability company, statement of changes in
      member’s capital accounts, or similar statement) as of
      the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i)
      be subject to normal year-end audit adjustments and (ii) not contain all notes
      thereto that may be required in accordance with GAAP) ;




(d)  such
      other information relating
      to the financial condition, business, prospects, or corporate affairs of the
      Company as the Investor may from time to time reasonably request; provided,
      however ,
      that
      the Company shall not be obligated under this Section
      3.1(d) to
      provide information (i) that the Company reasonably determines in good faith
      to
      be a trade secret or confidential information (unless covered by an enforceable
      confidentiality agreement, in form acceptable to the Company) or (ii) the
      disclosure of which would adversely affect the attorney-client privilege between
      the Company and its counsel.




If,
      for
      any period, the Company has any subsidiary whose accounts are consolidated
      with
      those of the Company, then in respect of such period the financial statements
      delivered pursuant to the foregoing sections shall be the consolidated and
      consolidating financial statements of the Company and all such consolidated
      subsidiaries.




Notwithstanding
      anything else in this Section
      3.1 to the
      contrary, the Company may cease providing the information set forth in this Section
      3.1 during
      the period starting with the date thirty
      (30) days
      before the Company’s good-faith estimate of the date of filing of a
      registration statement if it reasonably concludes it must do so to comply with
      the SEC rules applicable to such registration statement and related
      offering ;
      provided that the Company’s covenants under this Section
      3.1 shall be
      reinstated at such time as the Company is no longer actively employing its
      commercially reasonable efforts to cause such registration statement to become
      effective.




16




3.2  Inspection .
      The
      Company shall permit the Investor ,
      at the
      Investor’s expense, to visit and inspect the Company’s properties; examine its
      books of account and records; and discuss the Company’s affairs, finances, and
      accounts with its officers, during normal business hours of the Company as
      may
      be reasonably requested by the Investor; provided,
      however ,
      that
      the Company shall not be obligated pursuant to this Section
      3.2 to
      provide access to any information that it reasonably and in good faith considers
      to be a trade secret or confidential information (unless covered by an
      enforceable confidentiality agreement, in form acceptable to the Company) or
      the
      disclosure of which would adversely affect the attorney-client privilege between
      the Company and its counsel.




3.3  Termination
      of Information Rights . The
      covenants set forth in Section
      3.1 , Section
      3.2 ,
      and Section
      3.3 shall
      terminate and be of no further force or effect (i) immediately before the
      consummation of the IPO,  (ii) when
      the Company first becomes subject to the periodic reporting requirements of
      Section 12(g) or 15(d) of the Exchange Act, (iii)
      upon the occurrence of a Liquidation Event (as such term is defined in the
      Operating Agreement), or (iv) upon the conversion of the Series A Preferred
      Shares into Common Shares (as set forth in the Operating Agreement), whichever
      event occurs first.




3.4  Confidentiality .
      The
      Investor agrees that it will keep confidential and will not disclose, divulge,
      or u se
      for
      any purpose (other than to monitor its investment in the Company and to evaluate
      its option to purchase the balance of the Company) any
      confidential information obtained from the Company pursuant to the terms of
      this
      Agreement (including notice of the Company’s intention to file a registration
      statement), unless such confidential information (a) is known or becomes known
      to the
      public in general (other than as a result of a breach of this Section
      3.4 by the
      Investor), (b) is or has been independently developed or conceived by the
      Investor without use of the Company’s confidential information, or (c) is or has
      been made known or disclosed to the Investor by a third party without a breach
      of any obligation of confidentiality such third party may have to the Company; provided,
      however ,
      that
      the Investor may disclose confidential information (i) to its attorneys,
      accountants, consultants, and other professionals to the extent necessary to
      obtain their services in connection with monitoring its investment in the
      Company and to evaluate its option to purchase the balance of the Company;
      (ii)
      to any prospective purchaser of any Registrable Securities from the Investor,
      if
      such prospective purchaser agrees to be bound by the provisions of this Section
      3.4 ; (iii) to
      any Affiliate,
      partner, member, stockholder, or wholly owned subsidiary of such Investor in
      the
      ordinary course of business, provided
      that the
      Investor informs such Person that such information is confidential and directs
      such Person to maintain the confidentiality of such information; or (iv)
      as may otherwise be required by law, provided
      that the
      Investor promptly notifies the Company of such disclosure and takes reasonable
      steps to minimize the extent of any such required disclosure.




4.  Rights
      to Future Stock Issuances .




4.1  Right
      of Participation .
      Subject
      to the terms and conditions of this Section
      4.1 and
      applicable securities laws, if the Company proposes to offer or sell any New
      Securities, the Company shall also offer the Investor the right to participate
      in the purchase of such New Securities. The
      Investor shall
      be
      entitled to apportion the right of participation hereby granted to it among
      itself and its Affiliates in such proportions as it deems
      appropriate.




17




(a)  At
      any
      time before or within thirty (30) days after the issuance of New Securities,
      the
      Company shall give notice (the “ **Offer
      Notice** ”)
      to the
      Investor, stating (i) its bona fide intention to offer and sell, or the
      fact that it has offered and sold, such New Securities, as applicable, (ii)
      the
      number of such New Securities offered or to be offered, and (iii) the type,
      price and terms of the New Securities .




(b)  By
      notification to the Company within twenty (20) days after the Offer Notice
      is
      given, the Investor may elect to purchase or otherwise acquire, at the price
      and
      on the terms specified in the Offer Notice, that portion of the New Securities
      that equals the proportion that the Common Shares issued and held, or issuable (directly
      or indirectly) upon
      conversion and/or
      exercise, as applicable, of
      the Series
      A Preferred Shares and any other Derivative Securities then held, by the Investor
      bears to the total Common Shares of the Company then outstanding (assuming
      full
      conversion and /or exercise ,
      as
      applicable, of all Series
      A
      Preferred Shares and other Derivative
      Securities) . The
      closing of any sale pursuant to this Section
      4.1(b) shall
      occur within sixty
      (60) days of
      the date that the Offer Notice is given .




(c)  If
      all
      N ew
      Securities referred to in the Offer Notice are not elected to be purchased
      or
      acquired by the Investor as provided in Section
      4.1(b) ,
      the
      Company may, following the expiration of the period provided in Section
      4.1(b) ,
      offer
      and sell the remaining unsubscribed portion of such New Securities to any Person
      or Persons at a price not less than, and upon terms no more favorable to the
      offeree than, those specified in the Offer Notice.




(d)  The
      right
      of participation in this Section
      4.1 shall
      not be applicable to (i) Exempted
      Securities **;** and (ii) Common
      Shares issued in the IPO .




4.2  Termination .
      The
      covenants set forth in Section
      4.1 shall
      terminate and be of no further force or effect (i) immediately before the
      consummation of the IPO , (ii) when
      the
      Company first becomes subject to the periodic reporting requirements of Section
      12(g) or 15(d) of the Exchange Act, (iii)
      upon the occurrence of a Liquidation Event (as such term is defined in the
      Operating Agreement), or (iv) upon the conversion of the Series A Preferred
      Shares into Common Shares (as set forth in the Operating Agreement), whichever
      event occurs first.




5.  Intentionally
      Omitted .




6.  Miscellaneous .




6.1  Successors
      and Assigns . The
      rights under this Agreement may  be **** assigned ( but
      only
      with all related obligations ) by
      a
      Holder to a transferee of Registrable Securities that
      (i)
      is an Affiliate of a Holder; (ii) is a Holder’s Immediate Family Member or trust
      for the benefit of an individual Holder or one or more of such Holder’s
      Immediate Family Members; (iii) after
      such transfer, holds at least four and one-half percent (4.5%) of the then
      outstanding Registrable Securities; or (iv) is the transferee of all of the
      Holder’s Registrable Securities; provided, however, that (x) the Company is,
      within a reasonable time after such transfer, furnished with written notice
      of
      the name and address of such transferee and the Registrable
      Securities with
      respect to which
      such rights are
      being
      transferred; and (y) such transferee agrees in a
      written instrument delivered to
      the
      Company to be
      bound by and
      subject to the
      terms and
      conditions of
      this Agreement,
      including the provisions of Section
      2.11 .
      For the
      purposes of determining the number of shares of Registrable Securities held
      by a
      transferee, the holdings of a
      transferee (1) that is an Affiliate or stockholder of a
      Holder; (2) who is
      a
      Holder’s Immediate
      Family Member; or (3) that is a trust for the benefit of an individual
      Holder or such Holder’s Immediate Family Member shall be
      aggregated together and with those of the transferring Holder; provided further
      that all transferees who would not qualify individually for assignment of rights
      shall have a single attorney-in-fact for the purpose of exercising any rights,
      receiving notices, or taking any action under this Agreement.
      The terms and conditions of this Agreement inure to the benefit of and are
      binding upon the respective successors and permitted assignees of the parties.
      Nothing in this Agreement, express or implied, is intended to confer upon any
      party other than the parties hereto or their respective successors and permitted
      assignees any rights, remedies, obligations or liabilities under or by reason
      of
      this Agreement, except as expressly provided herein.




18




6.2  Governing
      Law . This
      Agreement and any controversy arising out of or relating to this Agreement
      shall
      be governed by and construed in accordance with the internal laws of the State
      of Delaware, without regard to conflict of law principles that would result
      in
      the application of any law other than the law of the State of Delaware.




6.3  Counterparts ;
      Facsimile . This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. This Agreement may also be executed and delivered by facsimile
      signature and in two or more counterparts, each of which shall be deemed an
      original, but all of which together shall constitute one and the same
      instrument.




6.4  Titles
      and Subtitles . The
      titles and subtitles used in this Agreement are for convenience only and are
      not
      to be considered in construing or interpreting this Agreement.




6.5  Notices . All
      notices and other communications given or made pursuant to this Agreement shall
      be in writing and shall be deemed effectively given upon the
      earlier of actual receipt or: (i) personal delivery to the party to be notified;
      (ii) when sent, if sent by electronic mail or facsimile during the recipient’s
      normal business hours, and if not sent during normal business hours, then on
      the
      recipient’s next business day; (iii) five (5) days after having been sent by
      registered or certified mail, return receipt requested, postage prepaid; or
      (iv)
      one (1) business day
      after  deposit
      with a nationally recognized overnight courier, freight prepaid, specifying
      next-business day delivery, with written verification of receipt. All
      communications shall be sent to the respective parties at their addresses as
      set
      forth on the
      signature pages or Schedule A (as
      applicable) hereto, or to the
      principal office of the Company and to the attention of the Chief Executive
      Officer, in the case of the Company, or to such
      email address, facsimile number, or address as subsequently modified by written
      notice given in accordance with this Section
      6.5 .
      If
      notice is given to the Company, a copy shall also be sent to Faegre & Benson
      LLP, 1900 Fifteenth Street, Boulder, Colorado 80302, Attention: Deborah M.
      Kelly
      and if notice is given to the Investor, a copy shall also be given to Morse,
      Barnes-Brown & Pendleton, P.C., Reservoir Place, 1601 Trapelo Road, Waltham,
      Massachusetts 02451, Attention: Jeffrey P. Steele.




6.6  Amendments
      and Waivers .  Any
      term
      of this Agreement may be amended and the observance of any term of this
      Agreement may be waived (either generally or in a particular instance, and
      either retroactively or prospectively) only with the written consent of the
      Company and the holders of a majority of the Registrable Securities then
      outstanding; provided
      that the
      Company may in its sole discretion waive compliance with Section 2.12 (c) (and the
      Company’s failure to object promptly in writing after
      notification of a
      proposed assignment allegedly in violation of Section 2.12 (c) shall be
      deemed to be a waiver) ;
      and
      provided further that any provision hereof may be waived by any waiving party
      on
      such party’s own behalf, without the consent of any other party .
      Notwithstanding the foregoing, this Agreement may not be amended, and the
      observance of any term hereof may not be waived, in each case, in any way which
      would adversely affect the rights of the Key Holders hereunder in a manner
      disproportionate to any adverse effect such amendment or waiver would have
      on
      the rights of the Investor hereunder, without also the written consent of the
      holders of at least a majority of the Registrable Securities held by the Key
      Holders. The Company shall give prompt notice of any amendment or termination
      hereof or waiver hereunder to any party hereto that did not consent in writing
      to such amendment, termination, or waiver. Any amendment, termination, or waiver
      effected in accordance with this Section 6.6 shall be
      binding on all parties hereto, regardless of whether any such party has
      consented thereto. No waivers of or exceptions to any term, condition, or
      provision of this Agreement, in any one or more instances, shall be deemed
      to be
      or construed as a further or continuing waiver of any such term, condition,
      or
      provision.




19




6.7  Severability . In
      case
      any one or more of the provisions contained in this Agreement is for any reason
      held to be invalid, illegal or unenforceable in any respect, such invalidity,
      illegality, or unenforceability shall not affect any other provision of this
      Agreement, and such invalid, illegal, or unenforceable provision shall be
      reformed and construed so that it will be valid, legal, and enforceable to
      the
      maximum extent permitted by law.




6.8  Aggregation
      of Stock .  All
      shares of Registrable Securities held or acquired by Affiliates shall be
      aggregated together for the purpose of determining the availability of any
      rights under this Agreement and such Affiliated persons may apportion such
      rights as among themselves in any manner they deem appropriate.




6.9  Entire
      Agreement . This
      Agreement (including any Schedules and Exhibits hereto) constitutes the full
      and
      entire understanding and agreement among the
      parties with respect to the subject matter hereof, and any other written or
      oral
      agreement relating to the subject matter hereof existing between the parties
      is
      expressly canceled.




6.10  Delays
      or Omissions .
      No
      delay or omission to exercise any right, power, or remedy accruing to any party
      under this Agreement, upon any breach or default of any other party under this
      Agreement, shall impair any such right, power, or remedy of such nonbreaching
      or
      nondefaulting party, nor shall it be construed to be a waiver of or acquiescence
      to any such breach or default, or to any similar breach or default thereafter
      occurring, nor shall any waiver of any single breach or default be deemed a
      waiver of any other breach or default theretofore or thereafter occurring.
      All
      remedies, whether under this Agreement or by law or otherwise afforded to any
      party, shall be cumulative and not alternative.




20


IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      written above.


**COMPANY:**UNITY
                BUSINESS NETWORKS, L.L.C.By:
            /s/
                Anthony SheesleyName:
                Anthony
                SheesleyTitle:
                ManagerAddress:
                3900
                East Mexico AvenueDenver, CO 80210




**INVESTOR**:
              
              ZOOM
                  TECHNOLOGIES, INC.By:
            /s/
                Frank B. ManningName:
                Frank
                B. ManningTitle:
                Chief
                Executive OfficerAddress: 207
                South StreetBoston,
                MA 02111






21






**KEY HOLDERS**:Signature:
            /s/
                Anthony SheesleyName:ANTHONY SHEESLEY





Signature:
            /s/
                Robert PaulsenName:
                  ROBERT
                  PAULSEN




Signature:
            /s/
                Gregory MenardName:
                  GREGORY
                  MENARD


Signature:
              /s/
                  Isaac ElliottName:
                    ISAAC
                    ELLIOTT
 
 22