Common use of ALTERNATIVE REGISTRATION Clause in Contracts

ALTERNATIVE REGISTRATION. i. Without limiting the obligations of the Company pursuant to Section 2.A or any remedy available to the Purchasers for the breach thereof, if the Company cannot effect a registration pursuant to Section 2(A) hereof, and the Company receives a request from one or more Purchasers that the Company file a Registration Statement on Form S-1 with respect to at least twenty five percent (25%) of the Registrable Securities, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Purchasers; and (y) as soon as practicable, and in any event within seventy-five (75) days after the date such request is given by the Initiating Holders, file a Registration Statement on Form S-1 under the Securities Act covering all Registrable Securities that the Purchasers have requested to be registered as specified by notice given by each such Purchaser to the Company within twenty (20) days of the date the Demand Notice is given. If the Purchasers intend to distribute the Registrable Securities covered by their request by means of an underwriting, the right of any Purchaser to include such Purchaser’s Registrable Securities in such registration shall be conditioned upon such Purchaser’s participation in such underwriting and the inclusion of such Purchaser’s Registrable Securities in the underwriting to the extent provided herein. In the event the Purchasers intend to distribute the Registrable Securities by means of an underwriting, and the underwriters advise the Purchasers in writing that marketing factors require a limitation on the number of shares to be underwritten, then the number of Registrable Securities that may be included in the underwriting shall be allocated among such Purchasers, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Purchaser or in such other proportion as shall mutually be agreed to by all such selling Purchasers and other selling holders; provided that if any Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such underwriting, then the number of Registrable Securities that may be included in the underwriting shall be allocated among the Purchasers requesting registration and the other holders of Registrable Securities (as defined in the Stock Registration Rights Agreement) requesting registration, in proportion (as nearly as practicable) to the number of Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) owned by each Purchaser or other selling holder or in such other proportion as shall mutually be agreed to by all such selling Purchasers and other selling holders. The Company shall have no obligation to effect, or to take any action to effect, any registration pursuant to this Section 2(B)(i) after the Company has effected two registrations pursuant to this Section 2(B)(i).

ALTERNATIVE REGISTRATION. i. Without limiting the obligations of the Company pursuant to Section 2.A 2(A) or any remedy available to the Purchasers Purchaser for the breach thereof, if the Company cannot effect a registration pursuant to Section 2(A) hereof, and the Company receives a request from one or more Purchasers the Purchaser that the Company file a Registration Statement on Form S-1 with respect to at least twenty five fifty percent (2550%) of the Registrable Securities, then the Company shall (x) within ten (10) days after the date such request is givenshall, give notice thereof (the “Demand Notice”) to all Purchasers; and (y) as soon as practicable, and in any event within seventy-five (75) days after the date such request is given by the Initiating Holdersgiven, file a Registration Statement on Form S-1 under the Securities Act covering all Registrable Securities that the Purchasers have Purchaser has requested to be registered as specified by notice given by each such Purchaser to the Company within twenty (20) days of the date the Demand Notice is givenregistered. If the Purchasers intend Purchaser intends to distribute the Registrable Securities covered by their its request by means of an underwriting, the right of any the Purchaser to include such Purchaser’s its Registrable Securities in such registration shall be conditioned upon such the Purchaser’s participation in such underwriting and the inclusion of such Purchaser’s Registrable Securities in the underwriting to the extent provided herein. In the event the Purchasers intend Purchaser intends to distribute the Registrable Securities by means of an underwriting, and any Note Registrable Securities (as defined in the Note Registration Rights Agreement) are included in such underwriting, if the underwriters advise the Purchasers Purchaser in writing that marketing factors require a limitation on the number of shares to be underwritten, then the number of Registrable Securities that may be included in the underwriting shall be allocated among such Purchasers, in proportion proportionally (as nearly as practicable) to among the number Purchaser and the other holders of Registrable Securities owned by each Purchaser or in such other proportion as shall mutually be agreed to by all such selling Purchasers and other selling holders; provided that if any Note Registrable Securities (as defined in the Stock Note Registration Rights Agreement) are included in such underwritingrequesting registration, then based upon the total number of Registrable Securities that may be included in the underwriting shall be allocated among the Purchasers requesting registration and the other holders of Note Registrable Securities (as defined in the Stock Note Registration Rights Agreement) requesting registration, in proportion (as nearly as practicable) requested to the number of Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) owned by each Purchaser or other selling holder or be included in such other proportion as shall mutually be agreed to by all such selling Purchasers and other selling holdersunderwriting. The Company shall have no obligation to effect, or to take any action to effect, any registration pursuant to this Section 2(B)(i) after the Company has effected two registrations pursuant to this Section 2(B)(i).