Common use of Effective Registration Clause in Contracts

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, unless it has been declared effective by the SEC and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, that if, after it has become effective, (x) the offering of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereunder. If (x) a registration requested pursuant to this Section 2(a) is deemed not to have been effected or (y) the registration requested pursuant to this Section 2(a) does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a). The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a).

Effective Registration. The Company is only required Notwithstanding the provisions of Section 2.1.1 above or any other part of this Agreement, a Registration pursuant to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such a Demand Registration on the basis set forth herein). A registration will shall not be deemed to have been effected count as a Registration unless and until (a) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration, and thereby satisfy the obligation of the Company hereunder, unless it Registration has been declared effective by the SEC Commission and remains effective for not less than 180 days (or such shorter period as shall terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwriter or Underwriters, a Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter or dealer and (b) the Company has complied in with all material respects with of its obligations under this Agreement with respect thereto; provided, further, however, that if, after it such Registration Statement has become been declared effective, (x) the an offering of Registrable Securities in a Registration pursuant to such registration a Demand Registration is or becomes the subject of subsequently interfered with by any stop order, injunction or other order or requirement injunction of the SEC Commission, federal or state court or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant Registration Statement with respect to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will Registration shall be deemed not to have been effected as a Demand Registration declared effective for purposes of satisfying the obligation counting Registrations under Section 2.1.1 above unless and until (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Company hereunder. If (x) a registration requested pursuant to this Section 2(a) is deemed not to have been effected or (y) the registration requested pursuant to this Section 2(a) does not remain effective for the Effectiveness Period, then Demanding Holders initiating such requested registration shall not count as a Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, however, that the Company shall continue to not be obligated to effect the number of Demand Registrations or required to be effected immediately prior file another Registration Statement until the Registration Statement that has been previously filed with respect to the time such request had been made pursuant to this Section 2(a). The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (becomes effective or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)has been terminated.

Effective Registration. The Company is only required shall be deemed to effect two registrations as have effected a Demand Registrations under this Agreement (whether or not all of Registration if the Holders of Registrable Securities elect Registration Statement pursuant to participate in such Demand Registration on is declared effective by the basis set forth hereinSEC and remains effective until (i) the date as of which all Registrable Securities registered by such Registration Statement pursuant to such Demand Registration have been sold and (ii) such shorter period, if such Registration Statement relates to an underwritten offering, as the Demand Initiating Sponsor Holders and the underwriter may mutually determine or until the Holder or Holders have completed the distribution relating thereto (the applicable period, the “Demand Period”). A registration will not ; provided, that no Demand Registration shall be deemed to have been effected as a if (A) during the Demand Registration, and thereby satisfy the obligation of the Company hereunder, unless it has been declared effective by the SEC and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, that if, after it has become effective, (x) the offering of Registrable Securities pursuant to Period such registration is or becomes the subject of interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurscourt, (B) the market price conditions specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied other than by reason of the Common Stock on the day prior to the occurrence a wrongful act, misrepresentation or breach of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and such applicable underwriting agreement by a participating Holder and/or (C) the Demand Initiating Sponsor Holders do not sell all that initiated the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a applicable Demand Registration for purposes have terminated, withdrawn and/or delayed any Demand Registration initiated by them pursuant to, and in accordance with Section 2.4(d) and such termination, withdrawal and/or delay is made (1) (x) following the occurrence of satisfying the obligation a material adverse change of the Company hereunder. If (x) and its Subsidiaries taken as a registration requested pursuant to this Section 2(a) is deemed not to have been effected or whole, (y) the registration requested pursuant to this Section 2(a) does not remain effective for the Effectiveness Periodif, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a). The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant termination withdrawal or delay, the per share stock price of Shares has declined by ten percent (10%) or more as compared to a Demand Registration, and subsequently a sufficient number the closing per share stock price of Shares on the date of the Registrable Securities are withdrawn from delivery of the written notice requesting such Demand Registration or (z) following the discovery by the Demand Registration so Initiating Sponsor Holders that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of initiated the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the applicable Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (material adverse or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, undisclosed information concerning the Company may withdraw or its Subsidiaries of which such Person did not have prior actual knowledge or (2) because the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and registration would require the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)make an Adverse Disclosure.

Effective Registration. The Company is only required shall be deemed to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such have effected a Demand Registration on if the basis set forth herein)applicable Registration Statement is declared effective by the SEC and remains effective as follows: (1) if it is a Shelf Registration that is not a Shelf Underwritten Offering, it must remain effective for the Shelf Period; (2) if it is a Shelf Registration that is a Shelf Underwritten Offering, it must remain effective for the Underwritten Period; (3) if it is not a Shelf Registration and such Registration Statement does not contemplate an Underwritten Offering, it must remain effective for the Non-Underwritten Period; or (4) if it is not a Shelf Registration and such Registration Statement contemplates an Underwritten Offering, it must remain effective for the Underwritten Period. A registration will not Notwithstanding the foregoing, no Demand Registration (including any Shelf Demand) shall be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, unless it has been declared effective if an Underwritten Offering is contemplated by the SEC and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, that if, after it has become effective, (x) the offering of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereunder. If (x) a registration requested pursuant to this Section 2(a) is deemed not to have been effected or (y) the registration requested pursuant to this Section 2(a) does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the conditions to closing specified in the applicable underwriting agreement are not satisfied. Subject to Section 2.1(g), the Company shall continue not be deemed to be obligated have effected a Registration Statement, or to effect have used its best efforts to keep the number Registration Statement effective, if the Company voluntarily takes any action or omits to take any action that would result in the inability of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a). The Holders any Holder of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that covered by such Registration Statement does not cover that number of to be able to offer and sell any such Registrable Securities at least equal to 25% of during the Registrable Securities(or applicable Registration Period, unless such lesser number as permitted action or omission is required by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)applicable law.

Effective Registration. The Company is only required shall be deemed to effect two registrations as have effected a Demand Registrations under this Agreement (whether or not all of Registration if the Holders of Registrable Securities elect Registration Statement pursuant to participate in such Demand Registration on is declared effective by the basis set forth hereinSEC and remains effective until (i) the date as of which all Registrable Securities registered by such Registration Statement pursuant to such Demand Registration have been sold and (ii) such shorter period, if such Registration Statement relates to an underwritten offering, as the Demand Initiating Existing Holders and the underwriter may mutually determine or until the Holder or Holders have completed the distribution relating thereto (the applicable period, the “Demand Period”). A registration will not ; provided, that no Demand Registration shall be deemed to have been effected as a if (A) during the Demand Registration, and thereby satisfy the obligation of the Company hereunder, unless it has been declared effective by the SEC and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, that if, after it has become effective, (x) the offering of Registrable Securities pursuant to Period such registration is or becomes the subject of interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurscourt, (B) the market price conditions specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by (a) a participating Holder or (b) the Common Stock on underwriters chosen by the day prior Demand Initiating Existing Holders pursuant to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and Section 2.2(c) below and/or (C) the Demand Initiating Existing Holders do not sell all that initiated the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a applicable Demand Registration for purposes have terminated, withdrawn or delayed any Demand Registration initiated by them pursuant to, and in accordance with Section 2.3(d) and such termination, withdrawal or delay is made (1) (x) following the occurrence of satisfying the obligation a material adverse change of the Company hereunder. If (x) and its Subsidiaries taken as a registration requested pursuant to this Section 2(a) is deemed not to have been effected or whole, (y) the registration requested pursuant to this Section 2(a) does not remain effective for the Effectiveness Periodif, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a). The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant termination withdrawal or delay, the per share stock price of Shares has declined by 10% or more as compared to a Demand Registration, and subsequently a sufficient number the closing per share stock price of Shares on the date of the Registrable Securities are withdrawn from delivery of the written notice requesting such Demand Registration or (z) following the discovery by the Demand Registration so Initiating Existing Holders that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of initiated the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the applicable Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (material adverse or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, undisclosed information concerning the Company may withdraw or its Subsidiaries of which such Person did not have prior actual knowledge or (2) because the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and registration would require the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)make an Adverse Disclosure.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy Registration unless the obligation of the Company hereunder, unless it Registration Statement relating thereto has been declared effective by the SEC Commission and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, after it the Registration Statement has become effective, (x) the offering and/or sale of Registrable Securities pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC Commission or any other governmental or administrative agency, or if any court or other governmental or quasi-governmental agency prevents or otherwise limits the offer and/or sale of the Registrable Securities pursuant to the registration (for any reason Registration Statement, other than the act in each case primarily as a result of acts or omissions of the Holders) for the period of time contemplated hereby, Holder or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registrationany agent thereof, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) the registration Registration Statement relating to a Demand Registration requested pursuant to this Section 2(a) 2.1 does not remain effective for a period of at least 270 consecutive days beyond the Effectiveness Periodeffective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the Holders of the Registrable Securities included in such Registration Statement (such periods being referred to herein as the "Target Effective Periods"), then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made Registration pursuant to this Section 2(a)2.1. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration Statement at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so Statement; provided that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that event of such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawnwithdrawal, such Registration Statement will count as a Demand Registration effected pursuant Holders shall be responsible for the fees and expenses referred to this in Section 2(a)). Any 3.3(viii) hereof incurred by such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request Holders with respect to such withdrawn Demand Registration Statement was made pursuant prior to this Section 2(a)such withdrawal.

Effective Registration. The Company A registration request pursuant to Section 2.1.1 shall not be deemed a Demand Registration unless the Demand Registration Statement is only declared effective by the SEC and remains effective for not less than 180 days (or such shorter period when all Registrable Securities covered by such Demand Registration Statement have been sold), or if such Registration Statement relates to an Underwritten Offering, then such longer period as in the opinion of counsel for the underwriter or underwriters a Prospectus is required by law to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders be delivered in connection with sales of Registrable Securities elect to participate in such by an underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration on the basis set forth herein). A registration will not shall be deemed to have been effected as a if (a) during the Demand Registration, and thereby satisfy the obligation of the Company hereunder, unless it has been declared effective by the SEC and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, that if, after it has become effective, (x) the offering of Registrable Securities pursuant to Period such registration is or becomes the subject of interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or administrative agencycourt or (b) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied other than by reason of a wrongful act, misrepresentation or if breach of such applicable underwriting agreement by a participating Holder. The Company shall use its reasonable best efforts to keep any court prevents or otherwise limits Shelf Registration Statement continuously effective under the sale Securities Act in order to permit the Prospectus forming part of the Shelf Registration Statement to be usable by Holders until the earlier of: (i) the date as of which all Registrable Securities have been sold pursuant to the registration Shelf Registration Statement or another Registration Statement filed under the Securities Act (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day but in no event prior to the occurrence applicable period referred to in Section 4(a)(3) of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, Securities Act and Rule 174 thereunder); and (Cii) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected date as a Demand Registration for purposes of satisfying the obligation of the Company hereunder. If (x) a registration requested pursuant to this Section 2(a) is deemed not to have been effected or (y) the registration requested pursuant to this Section 2(a) does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a). The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the which no Holder holds Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number period of Registrable Securities is not so includedeffectiveness, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a“Shelf Period”).

Effective Registration. The Company is only required shall be deemed to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such have effected a Demand Registration on or Shelf Registration if the basis set forth herein)applicable Registration Statement is declared effective by the SEC and remains effective as follows: (1) if it is a Shelf Registration that is not a Shelf Underwritten Offering, for the Shelf Period; (2) if it is a Shelf Registration that is a Shelf Underwritten Offering, for the Underwritten Period; (3) if is it not a Shelf Registration and is not an Underwritten Offering, for the Non-Underwritten Period; or (4) if it is not a Shelf Registration and is an Underwritten Offering, for the Underwritten Period. A registration will not Notwithstanding the foregoing, no Demand Registration or Shelf Registration shall be deemed to have been effected as if an Underwritten Offering is contemplated by such Demand Registration or if a Demand RegistrationShelf Underwritten Offering is contemplated by such Shelf Registration and the conditions to closing specified in the applicable underwriting agreement are not satisfied. Subject to Section 2.1(h), and thereby satisfy the obligation of the Company hereundershall not be deemed to have effected a Registration Statement, unless it has been declared effective by or to have used its best efforts to keep the SEC and Registration Statement effective, if the Company has complied voluntarily takes any action or omits to take any action that would result in all material respects with its obligations under this Agreement with respect thereto; provided, that if, after it has become effective, (x) the offering inability of any Holder of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereunder. If (x) a registration requested pursuant to this Section 2(a) is deemed not to have been effected or (y) the registration requested pursuant to this Section 2(a) does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a). The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that covered by such Registration Statement does not cover that number of to be able to offer and sell any such Registrable Securities at least equal to 25% of during the Registrable Securities(or applicable Registration Period, unless such lesser number as permitted action or omission is required by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)applicable law.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand A Registration on the basis set forth herein). A registration Statement will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC and the Company has complied in a timely manner and in all material respects with all of its obligations under this Agreement with respect thereto; providedPROVIDED, HOWEVER, that if, after it such Registration Statement has become effective, (x) the offering of Registrable Securities pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agencyagency or court that prevents, or if any court prevents restrains or otherwise limits the sale of Registrable Securities pursuant to the registration (such Registration Statement for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior not attributable to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included any Holder participating in such registrationregistration and such Registration Statement has not become effective within a reasonable time period thereafter (not to exceed 60 days), such registration Registration Statement will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) a Demand Registration does not remain effective for under the Effectiveness PeriodSecurities Act until at least the earlier of (A) an aggregate of 90 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of an additional Demand Registrations required to be effected immediately prior to the time such request had been made Registration pursuant to this Section 2(a)2.1 provided, that a Demand Registration shall not be counted as such unless the Selling Holders have sold at least 80% of the Registrable Securities covered thereby. For purposes of calculating the 90-day period referred to in the preceding sentence, any period of time during which such Registration Statement was not in effect shall be excluded. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a).

Effective Registration. The Company shall use reasonable best efforts to cause any Demand Registration Statement to become effective and remain effective for not less than 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, if such Demand Registration Statement relates to an Underwritten Public Offering, such longer period as in the opinion of counsel for the underwriter or underwriters a U.S. Prospectus is only required by Law to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders be delivered in connection with sales of Registrable Securities elect to participate in by an underwriter or dealer; provided, however, if such Demand Registration on Statement is a shelf resale registration statement, the basis set forth herein). A Company shall use its reasonable best efforts to keep such registration will not statement continually effective under the Securities Act in order to permit the U.S. Prospectus forming part of the registration statement to be deemed to usable by Holders until the date as of which all Registrable Securities have been effected as a sold (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder) or, in the case of the Automatic Demand Registration, and thereby satisfy the obligation of the Company hereunder, unless it has been declared effective by the SEC and until such time as the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, filed a U.S. Shelf Registration Statement that if, after it has become effective, (x) the offering of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell effective registering all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereunder. If (x) a registration requested pursuant to this Section 2(a) is deemed not to have been effected or (y) the registration requested pursuant to this Section 2(a) does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a). The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a that remained registered on the Automatic Demand Registration Statement at any such time prior (unless a Holder provides written notice to the effective date Company within 11 months following the Closing Date that such U.S. Shelf Registration Statement shall cover a different number of the Holder’s Registrable Securities), and such Demand Registration. If a U.S. Shelf Registration Statement is filed then available for use by the Holders pursuant to a Section 2.2; and from the period beginning on the filing of any Demand Registration, and subsequently a sufficient number Canadian Preliminary Prospectus or Demand Canadian Prospectus until the completion of the distribution of the Registrable Securities are withdrawn from covered by such Demand Canadian Preliminary Prospectus or Demand Canadian Prospectus (or the Demand Registration so that closing date of the offering of such Registration Statement does not cover that number of Registrable Securities at least equal to 25% thereunder, if later), comply with section 57 of the Registrable Securities(or Securities Act (Ontario) and the comparable provisions of other applicable Canadian Securities Laws, and prepare and file promptly any prospectus or marketing material amendment which, in the opinion of the Company, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements and take all actions necessary to continue to qualify such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities for distribution in the Demand Registration so that applicable provinces and territories of Canada for as long as may be necessary to complete the distribution of such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)Securities.

Effective Registration. The Company shall be deemed to have effected a Demand Registration if the Registration Statement relating to such Demand Registration is only required to effect two registrations declared effective by the SEC and remains effective at all times until such date as Demand Registrations under this Agreement is the earlier of (whether or not i) the date on which all of the Holders of Registrable Securities elect have been sold and (ii) the date on which all of the Registrable Securities may be immediately sold to participate in such the public without registration under Rule 144(k) under the Securities Act (the "Registration Period"); provided, however, that no Demand Registration on the basis set forth herein). A registration will not shall be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, unless it has been declared effective by the SEC and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, that ifif (i) such registration, after it has become effective, (x) the offering of Registrable Securities pursuant to such registration is or becomes the subject of interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or administrative agencycourt for any reason not attributable to the selling holders of Registrable Securities, or if any court prevents (ii) the conditions to closing specified in the purchase agreement or otherwise limits underwriting agreement entered into in connection with such registration are not satisfied, other than by reason of a failure on the sale part of the selling holders of Registrable Securities pursuant to the registration (for any reason and other than the act or omissions by reasons of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock failure on the day prior to part of an underwriter selected by the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereunder. If (x) a registration requested pursuant to this Section 2(a) is deemed not to have been effected or (y) the registration requested pursuant to this Section 2(a) does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a). The Holders selling holders of Registrable Securities shall be permitted to withdraw all or any part of Securities. Notwithstanding the Registrable Securities from a Demand Registration foregoing, if at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number expiration of the Registration Period, in the good faith reasonable judgment of the Company's Board of Directors, the disposition of Registrable Securities are withdrawn from would require the Demand Registration so that premature disclosure of material non-public information which may reasonably be expected to have an adverse effect on the Company, then the Company shall not be required to maintain the effectiveness of or amend or supplement such Registration Statement does not cover that number for a period (a "Disclosure Delay Period") expiring upon the earlier to occur of (i) the date on which such material information is disclosed to the public or ceases to be material or (ii) subject to the following paragraph, up to 30 calendar days after the date on which the Company provides a notice to the holders of Registrable Securities at least equal stating that the failure to 25% of disclose such non-public information causes the Registrable Securities(or such lesser number prospectus included in the Registration Statement, as permitted by Section 2(a) (i))then in effect, the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. In no event shall a Disclosure Delay Period exceed 30 calendar days. The Company will give prompt written notice to the holders of Registrable Securities Securities, in the Demand Registration so that manner prescribed by Section 11(e) hereof, of each Disclosure Delay Period. Advance notice of the Disclosure Delay Period shall be given to the extent practicable. If practicable, such Registration Statement covers that number notice shall estimate the duration of such Disclosure Delay Period. Each holder of Registrable Securities at least equal Securities, by accepting such Registrable Securities, agrees that, upon receipt of such notice prior to 25% such holder's disposition of the all such Registrable Securities, such holder will forthwith discontinue disposition of such Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw pursuant to the Registration Statement (but, if and will not deliver any prospectus forming a part thereof in connection with any sale of such Registration Statement is not withdrawn, Registrable Securities until the expiration of such Registration Statement will count as a Demand Registration effected pursuant to Disclosure Delay Period. Notwithstanding anything in this Section 2(a)). Any such withdrawn Registration Statement will 3(b) to the contrary, there shall not count as a Demand Registration and be more than an aggregate of 30 calendar days in any 12 month period during which the Company shall continue to be obligated to effect is in a Disclosure Delay Period, nor more than an aggregate of 30 calendar days in any 90 calendar day period during which the number Company is in a Disclosure Delay Period, nor more than an aggregate of Demand Registrations required to be effected immediately prior to 60 calendar days during the time Registration Period during which the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)Company is in a Disclosure Delay Period.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand A Registration on the basis set forth herein). A registration Statement will not ---------------------- be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC and the Company has complied in a timely manner and in all material respects with all of its obligations under this Agreement with respect thereto; provided, however, that if, after it such Registration Statement has become effective, (x) the offering of Registrable Securities pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agencyagency or court that prevents, or if any court prevents restrains or otherwise limits the sale of Registrable Securities pursuant to the registration (such Registration Statement for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior not attributable to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included any Holder participating in such registrationregistration and such Registration Statement has not become effective within a reasonable time period thereafter (not to exceed 45 days), such registration Registration Statement will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) a Demand Registration does not remain effective under the Securities Act until at least the earlier of (A) an aggregate of 180 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby, then such registration requested shall not count towards determining if the Company has satisfied its obligation to effect one Demand Registration pursuant to this Section 2(a) does 2.1. For purposes of calculating the 180-day period referred to in the preceding sentence, any period of time during which such Registration Statement was not remain effective for the Effectiveness Period, then such requested registration in effect shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a)excluded. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a).

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC Commission and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, after it has become effective, (x) the offering of Registrable Securities shares of Common Stock pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC Commission or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities the shares of Common Stock pursuant to the registration (for at any reason other than time within 180 days after the act or omissions effective date of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registrationregistration statement, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) 2.1 does not remain effective for a period of at least 180 days beyond the Effectiveness Periodeffective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the Holders of the Registrable Securities included in such registration statement, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made registration pursuant to this Section 2(a)2.1. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so ; provided that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that event of such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawnwithdrawal, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration Holders shall be responsible for all fees and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately expenses (including counsel fees and expenses) incurred by them prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)withdrawal.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC Commission and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, however, that if, after it has become effective, (x) such registration or the offering related offer, sale or distribution of Registrable Securities pursuant to such registration thereunder is or becomes the subject of any stop order, injunction or other order or requirement of the SEC Commission or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of the Registrable Securities pursuant to the registration (for any reason other registration, and, as a result thereof, more than the act or omissions two-thirds of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registrationcovered thereby have not been sold, then such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.01 is deemed not to have been effected or (yii) with respect to an underwritten offering, the registration requested pursuant to this Section 2(a) 2.01 does not remain effective for until 45 days after the Effectiveness Periodcommencement of the distribution by the Holders of the Registrable Securities included in such underwritten offering, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number registration of the Registrable Securities included in such Demand Registrations required to be effected immediately prior to the time such request had been made Registration pursuant to this Section 2(a)2.01. The Holders Each Holder of Registrable Securities shall be permitted to withdraw all or any part of the its Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so provided that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities registration shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will nonetheless count as a Demand Registration effected pursuant under Section 2.01(a) hereof unless such withdrawing Holder(s) agree(s) to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration be responsible for all reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred by the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)withdrawal.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand A Registration on the basis set forth herein). A registration Statement will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC and the Company has complied in a timely manner and in all material respects with all of its obligations under this Agreement with respect thereto; provided, however, that if, after it such Registration Statement has become effective, (x) the offering of Registrable Securities pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agencyagency or court that prevents, or if any court prevents restrains or otherwise limits the sale of Registrable Securities pursuant to the registration (such Registration Statement for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior not attributable to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included any Holder participating in such registrationregistration and such Registration Statement has not become effective within a reasonable time period thereafter (not to exceed 45 days), such registration Registration Statement will be deemed not to have been effected effected. The Company shall keep any Demand Registration continuously effective under the Securities Act for the shorter of (A) an aggregate of 180 days after the effective date thereof (such 180 day period being referred to herein as the "EFFECTIVENESS PERIOD") or (B) such period of time as all of the Warrant Shares included in such registration statement shall have been sold thereunder, provided, however, that the Company may postpone the filing period, suspend the effectiveness of any registration statement, suspend the use of any prospectus and shall not be required to amend or supplement the registration statement any related prospectus or any document incorporated therein by reference (other than an effective registration statement being used for an underwritten offering) in the event that, and for a period (a "BLACK OUT PERIOD") not to exceed an aggregate of 45 days with respect to a Demand Registration: (i) an event or circumstance occurs and is continuing as is continuing as a Demand Registration for purposes result of satisfying which the obligation registration statement, any related prospectus or any document incorporated therein by reference as then amended or supplemented would, in the Company's good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) either (A) the Company hereunderdetermines in its good faith judgment that the disclosure of such an event at such time would have a material adverse effect on the business, operations or prospects of the Company, or (B) the disclosure otherwise relates to a material business transaction which has not yet been publicly disclosed; provided, further, that the Effectiveness Period shall be extended by the number of days in any Black Out Period. In the event of any "lock up" or "black out" period in any underwriting or purchase agreement, the Company will so notify the holders of Warrants and Warrant Shares. If (xi) a registration requested pursuant to this Section 2(a) 6.2 is deemed not to have been effected or (yii) a Demand Registration does not remain effective under the Securities Act in accordance with the immediately preceding sentence, then such registration requested shall not count towards determining if the Company has satisfied its obligation to effect one Demand Registration pursuant to this Section 2(a) does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a). The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)6.2.

Effective Registration. The (i) A registration initiated as a Demand Registration shall not be deemed a Demand Registration until such registration has become effective and (except in the case of a Shelf Registration) until the Registrable Securities included in such registration have actually been sold; provided, however, that a registration that does not become effective after the Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all has filed a registration statement with respect thereto solely by reason of the refusal to proceed by the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not shall be deemed to have been effected as a Demand Registrationby the Company unless the Holders shall have elected (without any obligation) to pay, and thereby satisfy in fact pay, all reasonable Registration Expenses in connection with such registration. (ii) The Company may delay the obligation filing of a registration statement for up to 90 days if, at the time of a request for registration under Section 5.01(a) above, (i) the Company is a party to a transaction involving the purchase, sale, conversion or issuance of securities of the Company hereunder(excluding the purchase, unless it has sale, conversion or issuance of the Notes), (ii) there is material undisclosed information concerning the Company or any subsidiary of the Company which cannot be disclosed for BONA FIDE and significant business reasons, which reason shall be provided to the Holders, in writing (without any obligation to disclose the exact nature of any material undisclosed information concerning the Company), (iii) financial statements required to be included or incorporated in the registration statement have not been declared effective prepared or are otherwise not available, or (iv) the Company reasonably expects to promptly commence an offering of securities of the Company and the investment banker for the Company shall advise the Company in writing (with a copy to the Holders) that, in its opinion, the offering contemplated by the SEC Company would be materially and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, that if, after it has become effective, (x) the offering of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits adversely affected by the sale of Registrable Securities by the Holders. The Company shall promptly notify the Holders of any delay in such filing, the reasons for such delay and proposed length of such delay (without any obligation to disclose the exact nature of any material undisclosed information concerning the Company). (iii) The Company may suspend the effectiveness of any registration statement filed pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated herebya Demand Registration or, or (y) (A) a Pending Event Suspension Period occurswithout suspending such effectiveness, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) instruct the Holders do not sell all the that no sales of Registrable Securities included in such registrationregistration statement may be made (a "Suspension Period") (and the Holders shall forthwith discontinue disposition of any such Registrable Securities) if, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying in the obligation of Company's reasonable good faith judgment, the Company hereunderwould be required to disclose any actions taken or proposed to be taken by the Company, which disclosure would have a material adverse effect on the Company or on such actions by providing the Holders with written notice of such Suspension Period and the reasons therefor (without any obligation to disclose the exact nature of any material undisclosed information concerning the Company). If (x) The Company shall use its reasonable best efforts to provide such notice as soon as reasonably practicable prior to the commencement of a registration requested pursuant to this Section 2(a) is deemed not to have been effected or (y) the registration requested pursuant to this Section 2(a) does not remain effective for the Effectiveness Suspension Period, then such requested registration shall not count as a Demand Registration and ; provided that in any event the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately provide such notice no later than two Business Days prior to the time commencement of such request had been made pursuant to this Section 2(a)Suspension Period. No more than three Suspension Periods may be commenced in any 12-month period and no Suspension Period shall exceed 45 days. The Company shall give prompt written notice to the Holders of Registrable Securities shall be permitted to withdraw all or the termination of any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)Suspension Period.

Effective Registration. The Company Issuer shall be deemed to have effected a Demand Registration if the applicable Registration Statement is only declared effective by the SEC and remains effective as follows: (i) if a Shelf Registration, it must remain effective for the Shelf Period; (ii) if not a Shelf Registration and such Registration Statement does not contemplate an Underwritten Offering, it must remain effective for not less than 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn); or (iii) if not a Shelf Registration and such Registration Statement contemplates an Underwritten Offering, it must remain effective for not less than 180 days plus such longer period (not to exceed 90 days after the 180th day) as, in the opinion of counsel for the underwriter or underwriters, is required to effect two registrations as Demand Registrations under this Agreement (whether or not all by law for the delivery of a Prospectus in connection with the Holders sale of Registrable Securities elect to participate in such by an underwriter or dealer. No Demand Registration on the basis set forth herein). A registration will not shall be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, unless it has been declared effective if an Underwritten Offering is contemplated by the SEC and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, that if, after it has become effective, (x) the offering of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereunder. If (x) a registration requested pursuant to this Section 2(a) is deemed not to have been effected or (y) the registration requested pursuant to this Section 2(a) does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the Company conditions to closing specified in the applicable underwriting agreement are not satisfied by reason of a wrongful act, misrepresentation or breach of such underwriting agreement or this Agreement by the Issuer. Subject to Section 2.1(g), the Issuer shall continue not be deemed to be obligated have effected a Shelf Registration Statement, or to effect have used its best efforts to keep the number Shelf Registration Statement effective, if the Issuer voluntarily takes any action or omits to take any action that would result in the inability of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a). The Holders any holder of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that covered by such Registration Statement does not cover that number of to be able to offer and sell any such Registrable Securities at least equal to 25% of the Registrable Securities(or during such lesser number as permitted Shelf Period, unless such action or omission is required by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)applicable law.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand A Registration on the basis set forth herein). A registration Statement will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC and the Company has complied in all material respects with all of its obligations under this Agreement with respect thereto; providedPROVIDED, HOWEVER, that if, after it such Registration Statement has become effective, (x) the offering of Registrable Securities pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agencyagency or court that prevents, or if any court prevents restrains or otherwise limits the sale of Registrable Securities pursuant to the registration (such Registration Statement for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior not attributable to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included any Holder participating in such registrationregistration and such Registration Statement has not become effective within a reasonable time period thereafter (not to exceed 30 days), such registration Registration Statement will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.2 is deemed not to have been effected or (yii) a Demand Registration does not remain effective under the Securities Act until at least the earlier of (A) an aggregate of 180 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby, then such registration requested shall not count towards determining if the Company has satisfied its obligation to effect two Demand Registrations pursuant to this Section 2(a) does 2.2. For purposes of calculating the 180-day period referred to in the preceding sentence, any period of time during which such Registration Statement was not remain effective for the Effectiveness Period, then such requested registration in effect shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a)excluded. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand RegistrationPROVIDED, and subsequently a sufficient number of HOWEVER, that should the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number Holders of Registrable Securities at least equal to 25% of remaining after such withdrawal own, individually or in the Registrable Securities(or such lesser number as permitted by Section 2(a) (i))aggregate, less than the Requisite Securities, the Holders who have not withdrawn their Registrable Securities Company shall have the opportunity right to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (terminate or such lesser number as permitted withdraw any registration initiated by it under Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately 2.2 prior to the time the request with respect to effectiveness of such withdrawn Registration Statement was made pursuant to this Section 2(a)registration.

Effective Registration. The As soon as practicable after the date on which the Company is only required eligible to effect two registrations as Demand Registrations register securities on Form S-3 (or any successor form) under this Agreement (whether or not the Securities Act, the Company shall use commercially reasonable efforts to deliver for filing a “shelf” registration statement pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission with respect to all of the Holders outstanding Registrable Securities (the “Shelf Registration”). This Agreement shall constitute the consent of each holder of Registrable Securities elect to participate the inclusion of such securities in the Shelf Registration upon its effectiveness (each such Demand consenting holder of Registrable Securities, an “S-3 Holder”), except with respect to any Registrable Securities the holder of which notifies the Company in writing no later than the Effective Time that it does not wish its Registrable Securities to be included in the Shelf Registration. The Holders shall not have demand or piggyback registration rights during the period in which the Shelf Registration is effective or during any period the Company has a Registration Statement on Form S-1 (or any successor form) under the Securities Act declared effective and during the time such Registration Statement remains effective. The Company agrees to use its efforts to have the Shelf Registration declared effective as soon as reasonably practicable after such filing and to keep the Shelf Registration continuously effective for a period expiring on the basis set forth herein)date of termination of this Agreement; provided, however, that the effectiveness of the Shelf Registration may be terminated earlier to the extent that none of the Registrable Securities registered therein are outstanding (but not prior to the expiration of the 90-day period referred to in Section 4(3) of the Securities Act or Rule 174 thereunder, if applicable) or are then Registrable Securities. A The Company further agrees, if necessary, to supplement or amend the Shelf Registration, as required by the registration will form utilized by the Company or by the instructions applicable to such registration form or by the Securities Act or the rules and regulations thereunder or as reasonably requested (which request shall result in the filing of a supplement or amendment subject to approval thereof by the Company, which approval shall not be deemed unreasonably withheld) by any seller or any managing underwriter of Registrable Securities to have been effected as a Demand which the Shelf Registration relates, including without limitation, such supplements and amendments necessary to permit underwritten sales under the Shelf Registration, and thereby satisfy the obligation of the Company hereunderagrees to furnish to the holders of Registrable Securities (and any managing underwriter) copies, unless it has been declared effective by in substantially the SEC and form proposed to be used and/or filed, of any such supplement or amendment prior to its being used and/or filed with the Commission. The Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, that if, after it has become effective, shall amend or supplement the Shelf Registration no less frequently than every thirty (x30) days to update the offering list of selling holders of Registrable Securities pursuant to written requests by such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason holders. The Shelf Registration may include securities other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereunder. If (x) a registration requested pursuant to this Section 2(a) is deemed not to have been effected or (y) the registration requested pursuant to this Section 2(a) does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a). The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)Securities.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC Commission and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, that if, after it has become effective, (x) the offering of Registrable Securities shares of Common Stock pursuant to such registration Demand Registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC Commission or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities the shares of Common Stock pursuant to the registration (for Demand Registration at any reason other than time within 180 days after the act or omissions effective date of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registrationregistration statement, such registration Demand Registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) Demand Registration is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) Demand Registration does not remain effective (A) for a period of at least 180 days beyond the Effectiveness Periodeffective date thereof or (B) with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the Selling Holders (or, in either event, until the Registrable Securities included in such Demand Registration have been disposed of pursuant thereto), then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of such Demand Registrations required to be effected immediately prior to the time such request had been made Registration pursuant to this Section 2(a)2.1. The Selling Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a ; provided, that in the event of such withdrawal, such Selling Holders shall be responsible for all fees and expenses (including counsel fees and expenses) incurred by them prior to such withdrawal; and provided, further, that if all of the Selling Holders withdraw the Registrable Securities from any Demand Registration Statement is filed prior to the effective date of such Demand Registration and do not reimburse the Company for expenses payable by the Company pursuant to a Section 3.2 hereof and incurred by the Company in connection with such Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the such Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal shall be deemed to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration been effected pursuant to this Section 2(a)). Any 2.1, unless such withdrawn Registration Statement will not count withdrawal is as a Demand Registration and result of (i) a stop order (or notice from the Commission of the possibility of a stop order) received by the Company, or (ii) any breach by the Company of its obligations hereunder, in which case no reimbursement shall continue to be obligated to effect the number of Demand Registrations made or required to be effected immediately prior to made by the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)Selling Holders.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand A Registration on the basis set forth herein). A registration Statement will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC and the Company has complied in all material respects with all of its obligations under this Agreement with respect thereto; provided, however, that if, after it such Registration Statement has become effective, (x) the offering of Registrable Securities pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agencyagency or court that prevents, or if any court prevents restrains or otherwise limits the sale of Registrable Securities pursuant to the registration (such Registration Statement for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior not attributable to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included any Holder participating in such registrationregistration and such Registration Statement has not become effective within a reasonable time period thereafter (not to exceed 30 days), such registration Registration Statement will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.2 is deemed not to have been effected or (yii) a Demand Registration does not remain effective under the Securities Act until at least the earlier of (A) an aggregate of 90 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby, then such registration requested shall not count towards determining if the Company has satisfied its obligation to effect two Demand Registrations pursuant to this Section 2(a) does 2.2. For purposes of calculating the 90-day period referred to in the preceding sentence, any period of time during which such Registration Statement was not remain effective for the Effectiveness Period, then such requested registration in effect shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a)excluded. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration; provided, and subsequently a sufficient number of however, that should the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number Holders of Registrable Securities at least equal to 25% of remaining after such withdrawal own, individually or in the Registrable Securities(or such lesser number as permitted by Section 2(a) (i))aggregate, less than the Requisite Securities, the Holders who have not withdrawn their Registrable Securities Company shall have the opportunity right to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (terminate or such lesser number as permitted withdraw any registration initiated by it under Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately 2.2 prior to the time the request with respect to effectiveness of such withdrawn Registration Statement was made pursuant to this Section 2(a)registration.

Effective Registration. On or before the date that is one hundred eighty days (180) after the Effective Date (the “Registration Rights Commencement Date”), the Company shall file with the SEC (i) a Registration Statement under the Securities Act in respect of the Investors so as to permit a non-underwritten public offering and resale of all outstanding Registrable Securities by the Investors as selling stockholders and, subject to SEC regulations, not as underwriters or, if eligible, (ii) a “shelf” registration statement pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission (“Rule 415”) with respect to all of the outstanding Registrable Securities (the “Required Registration Statement”). This Agreement shall constitute the consent of each holder of Registrable Securities to the inclusion of such securities in any Required Registration Statement upon its effectiveness, except with respect to any Registrable Securities the holder of which notifies the Company in writing no later than the date of filing the Required Registration Statement that it does not wish its Registrable Securities to be included in the Required Registration Statement. The Holders shall not have piggyback registration rights during the period in which the Required Registration Statement is effective. Notwithstanding the foregoing, and any previous filing of a Required Registration Statement on Form S-1, if, on or after the Registration Rights Commencement Date, the Company is eligible to use Form S-3 (or any successor form), the Company shall promptly file a Required Registration Statement on Form S-3 with respect to all of the outstanding Registrable Securities. The Company agrees to use its commercially reasonable best efforts to have the Required Registration Statement declared effective as soon as reasonably practicable after such filing but in no event later than one year after the Effective Date and to keep the Required Registration Statement continuously effective under the Securities Act until the date which is only (i) four (4) years from the date of filing, provided the Required Registration Statement is on Form S-3 (or any successor form) and qualifies under Rule 415 or (ii) 45 days if the Required Registration Statement is on any form other than Form S-3 (or any successor form) and/or does not qualify under Rule 415 (such applicable period, the “Effectiveness Period”), or such shorter period ending when all Registrable Securities covered by the Required Registration Statement (x) have been sold in the manner set forth and as contemplated in the Required Registration Statement or (y) may be sold under Rule 144(k), provided, however, that the effectiveness of the Required Registration Statement may be terminated earlier to the extent that (A) none of the Registrable Securities registered therein are outstanding (but not prior to the expiration of the 90-day period referred to in Section 4(3) of the Securities Act or Rule 174 thereunder, if applicable) or (B) none of such securities are then Registrable Securities. The Company will notify the Participating Holders of the effectiveness of the Required Registration Statement within one business day of such event. The Company further agrees, if necessary, to supplement or amend the Required Registration Statement, as required by the registration form utilized by the Company or by the instructions applicable to effect two registrations such registration form or by the Securities Act or the rules and regulations thereunder or as Demand Registrations reasonably requested (which request shall result in the filing of a supplement or amendment subject to approval thereof by the Company, which approval shall not be unreasonably withheld) by any seller or any managing underwriter of Registrable Securities to which the Required Registration Statement relates, including without limitation, such supplements and amendments necessary to permit underwritten sales under this Agreement (whether or not all of the Required Registration Statement, and the Company agrees to furnish to the Holders of Registrable Securities elect (and any managing underwriter) copies, in substantially the form proposed to participate in be used and/or filed, of any such Demand supplement or amendment prior to its being used and/or filed with the Commission. If the Required Registration Statement is on the basis set forth herein). A registration will not be deemed to have been effected as a Demand RegistrationForm S-3 and qualifies under Rule 415, and thereby satisfy the obligation of the Company hereunder, unless it has been declared effective by shall amend or supplement the SEC and Required Registration Statement no less frequently than every thirty (30) days to update the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, that if, after it has become effective, (x) the offering list of selling Holders of Registrable Securities pursuant to written requests by such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason Holders. A Required Registration Statement may include securities other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereunder. If (x) a registration requested pursuant to this Section 2(a) is deemed not to have been effected or (y) the registration requested pursuant to this Section 2(a) does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a). The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)Securities.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand A Registration on the basis set forth herein). A registration will Statement shall not be ---------------------- deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has shall have been declared effective by the SEC SEC, no later than the later of (i) 150 days after the request for a Demand Registration or (ii) 90 days after the end of any "lock up" period described in Section 2.1(a) hereof and the Company has complied in all material respects with all of its obligations under this Agreement with respect thereto; provided, however, that if, after it such Registration Statement has become effective, (x) the offering of Registrable Securities pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental governmental, judicial or administrative agencyorder or requirement that prevents, or if any court prevents restrains or otherwise limits the sale of Registrable Securities pursuant to the registration (such Registration Statement for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior not attributable to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included any Holder participating in such registration, and such registration will Registration Statement has not become effective within a reasonable time period thereafter, such Registration Statement shall be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) a Demand Registration does not remain effective under the Securities Act until at least the earlier of (A) an aggregate of 60 days (subject to Section 2.3 herein) after the effective date thereof or (B) the registration requested consummation of the distribution by the Holders of all of the Registrable Securities covered thereby, then such Demand Registration shall not count towards determining if the Company has satisfied its obligation to effect Demand Registrations pursuant to this Section 2(a) does 2.1. For purposes of calculating the 60-day period referred to in the preceding sentence, any period of time during which such Registration Statement was not remain effective for the Effectiveness Period, then such requested registration in effect shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a)excluded. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If Notwithstanding any such withdrawal by a Holder of Registrable Securities, if the Company has complied with all of its obligations hereunder and has effected a Demand Registration Statement is filed pursuant to within 150 days after the request for a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does withdrawal shall not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, require the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of any additional Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)Registrations.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand A Registration on the basis set forth herein). A registration Statement will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC and the Company has complied in all material respects with all of its obligations under this Agreement with respect thereto; provided, however, that if, after it such Registration Statement has become effective, (x) the offering of Registrable Securities pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC order, injunction or other order or requirement of the SEC or any other governmental or administrative agencyagency or court that prevents, or if any court prevents restrains or otherwise limits the sale of Registrable Securities pursuant to the registration (such Registration Statement for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior not attributable to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included any Holder participating in such registrationregistration and such restraint is not lifted within sixty (60) days after being imposed, such registration Registration Statement will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) a Demand Registration does not remain effective under the Securities Act until at least the earlier of (A) an aggregate of six months after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby, then such registration requested shall not count towards determining if the Company has satisfied its obligation to effect two Demand Registrations pursuant to this Section 2(a) does 2.1. For purposes of calculating the six month period referred to in the preceding sentence, any period of time during which such Registration Statement was not remain effective for the Effectiveness Period, then such requested registration in effect shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a)excluded. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration; provided, and subsequently a sufficient number of however, that should the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number Holders of Registrable Securities at least equal to 25% of remaining after such withdrawal own, individually or in the Registrable Securities(or such lesser number as permitted by Section 2(a) (i))aggregate, less than the Requisite Securities, the Holders who have not withdrawn their Registrable Securities Company shall have the opportunity right to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (terminate or such lesser number as permitted withdraw any registration initiated by it under Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately 2.1 prior to the time the request with respect to effectiveness of such withdrawn Registration Statement was made pursuant to this Section 2(a)registration.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC Commission and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, after it has become effective, (x) the offering of Registrable Securities shares of Common Stock pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC Commission or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities the shares of Common Stock pursuant to the registration (for at any reason other than time within 180 days after the act or omissions effective date of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registrationregistration statement, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) 2.1 does not remain effective for a period of at least 120 days beyond the Effectiveness Periodeffective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the Holders of the Registrable Securities included in such registration statement, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made registration pursuant to this Section 2(a)2.1. The Holders Any Holder of Registrable Securities shall be permitted to withdraw all or any part of the such Holder’s Registrable Securities from a Demand Registration or a Short-Form Demand Registration at any time prior to the effective date of such Demand Registration. If registration, provided, that in the event of such a Registration Statement is filed pursuant withdrawal, such Holder shall be responsible for all fees and expenses (including fees and expenses of counsel) incurred by such Holder prior to a Demand Registrationsuch withdrawal, and subsequently further provided, that, in the event of such a sufficient number withdrawal by the holders of a majority of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% then outstanding shares of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), Series A Stock or the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number holders of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% a majority of the Registrable Securities (or such lesser number outstanding shares of the Series A1 Stock, as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company case may withdraw the Registration Statement (but, if such Registration Statement is not withdrawnbe, such Registration Statement will withdrawal shall nonetheless count as a Demand Registration effected pursuant under Section 2.1(f) unless such withdrawing Holder(s) agree(s) to this Section 2(a)). Any be responsible for all reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred by the Company prior to such withdrawal, and further provided, that if at the time of such withdrawal, the Selling Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Selling Holders at the time of their request and have withdrawn Registration Statement will the request with reasonable promptness following disclosure of such material adverse change, then the Selling Holders shall not be required to pay any of such expenses and such withdrawal shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this under Section 2(a2.1(f).

Effective Registration. The Except as specifically provided herein, the Company is only required to effect two registrations one registration as a Demand Registrations Registration under this Agreement (whether or not all of the Holders holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, unless it has been declared effective by the SEC and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, after it has become effective, (x) the offering of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) 2.1 does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made an additional registration pursuant to this Section 2(a)2.1. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If at any time a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% one-third of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i))Shares originally issued, the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% one-third of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i))Shares originally issued. If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a))Statement. Any such Such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect a registration pursuant to this Section 2.1; provided the number of Demand Registrations required Holders that requested withdrawal shall be obligated to be effected immediately prior to reimburse the time the request Company for all customary and reasonable out-of-pocket expenses incurred by it in performing its obligations hereunder with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)Statement.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). i) A registration will not be deemed to have been effected count as a Demand Registration, and thereby satisfy Registration until the obligation Registration Statement filed with the Commission with respect to such Demand Registration registering all of the Company hereunderRegistrable Securities specified in the notice received pursuant to Section 2.1.1, unless it determined on the basis described in Section 2.1.1, has been declared effective by the SEC and the Company has complied in with all material respects with of its obligations under this Agreement with respect thereto; provided, that if, after it such Registration Statement has become been declared effective, (x) the offering of Registrable Securities pursuant to such registration a Demand Registration is or becomes the subject of interfered with by any stop order, injunction or other order or requirement injunction of the SEC Commission or any other governmental agency or administrative agencycourt, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant Registration Statement with respect to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration Demand Registration will be deemed not to have been effected declared effective, unless and until: (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a Majority-in-Interest of the Demanding Holders thereafter elect to continue the offering; provided, further, that the Company shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration for purposes of satisfying or is terminated. (ii) If the obligation holders of the Company hereunder. If (x) a registration requested pursuant to this Section 2(a) is deemed not to have been effected or (y) the registration requested pursuant to this Section 2(a) does not remain effective for the Effectiveness Period, then such requested registration shall not count as Registrable Securities initially requesting a Demand Registration elect to distribute the Registrable Securities covered by their request in an offering conducted by an Underwriter, they shall so advise the Company as part of their request made pursuant to Section 2.1.1 and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior include such information in its notice to the time other holders of Registrable Securities, and the right of any holder to include its Registrable Securities in such request had been made pursuant registration shall be conditioned upon such holder’s participation in such underwriting and agreement to this Section 2(a)enter into an underwriting agreement in customary form with the managing Underwriter or Underwriters. The Holders holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from Majority-in-Interest initially requesting the Demand Registration so that shall select the investment banking firm or firms to act as the managing Underwriter or Underwriters in connection with such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)offering.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy Registration unless the obligation of the Company hereunder, unless it Registration Statement relating thereto has been declared effective by the SEC Commission and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, after it the Registration Statement has become effective, (x) the offering and/or sale of Registrable Securities pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC Commission or any other governmental or administrative agency, or if any court or other governmental or quasi-governmental agency prevents or otherwise limits the offer and/or sale of the Registrable Securities pursuant to the registration (for any reason Registration Statement, other than the act in each case primarily as a result of acts or omissions of the Holders) for the period of time contemplated hereby, Holder or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registrationany agent thereof, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) the registration Registration Statement relating to a Demand Registration requested pursuant to this Section 2(a) 2.1 does not remain effective for a period of at least 180 consecutive days beyond the Effectiveness Periodeffective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the Holders of the Registrable Securities included in such Registration Statement, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made Registration pursuant to this Section 2(a)2.1. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration Statement at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so Statement; provided that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that event of such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawnwithdrawal, such Registration Statement will count as a Demand Registration effected pursuant Holders shall be responsible for the fees and expenses referred to this in Section 2(a)). Any 3.2(viii) hereof incurred by such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request Holders with respect to such withdrawn Demand Registration Statement was made pursuant prior to this Section 2(a)such withdrawal.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand A Registration on the basis set forth herein). A registration will Statement shall not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Shelf Registration unless it has shall have been declared effective by the SEC as set forth in Section 2.2(a) hereof and the Company has complied in all material respects with all of its obligations under this Agreement with respect thereto; providedPROVIDED, HOWEVER, that if, after it such Registration Statement has become effective, (x) the offering of Registrable Securities Subject Equity pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental governmental, judicial or administrative agencyorder or requirement that prevents, or if any court prevents restrains or otherwise limits the sale of Registrable Securities Subject Equity pursuant to the registration (such Registration Statement for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminatedreason, and (C) the Holders do such Registration Statement has not sell all the Registrable Securities included in such registrationbecome effective within a reasonable time period thereafter, such registration will Registration Statement shall be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.2 is deemed not to have been effected or (yii) a Shelf Registration does not remain effective under the Securities Act until at least the earlier of (A) an aggregate of 120 days (subject to Section 2.3 hereof) after the effective date thereof or (B) the registration requested consummation of the distribution by the Holders of all of the Subject Equity covered thereby, then such Shelf Registration shall not count towards determining if the Company has satisfied its obligation to effect Shelf Registrations pursuant to this Section 2(a) does 2.2. For purposes of calculating the 1 20-day period referred to in the preceding sentence, any period of time during which such Registration Statement was not remain effective for the Effectiveness Period, then such requested registration in effect shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a)excluded. The Holders of Registrable Securities Subject Equity shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Shelf Registration. If Notwithstanding any such withdrawal by a Registration Statement is filed pursuant to a Demand RegistrationHolder of Subject Equity, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, if the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawnhas complied with all of its obligations hereunder, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will withdrawal shall not count as a Demand Registration and require the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)any additional Shelf Registrations.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have ---------------------- been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC Commission and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, if after it -------- such Demand Registration has become effective, (x) the offering of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC Commission or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act acts or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration), such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) 2.1 does not remain effective for a period of at least 120 days, or six months with respect to a "shelf" registration, beyond the Effectiveness Periodeffective date thereof (or earlier upon the consummation of the distribution by the Investor of the Registrable Securities included in such registration statement), then such requested registration statement shall not count as a the Demand Registration that may be requested by the Investor and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made a registration pursuant to this Section 2(a)2. 1. The Holders of Registrable Securities shall be permitted to Investor may withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to (whether before or after the filing or effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), provided that if the Holders who have not Investor bears the -------- expenses associated with such withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawnStatement, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made a registration pursuant to this Section 2(a2.1. The Investor may, with the consent of the Company (and the Underwriter in the case of a Demand Registration pursuant to Section 2.1(c)), withdraw part of the Registrable Securities from a Demand Registration provided that such Demand Registration shall continue to count as the Demand Registration that the Company is required to effect pursuant to this Section 2.1.

Effective Registration. The Except as specifically provided herein, the Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, unless it has been declared effective by the SEC and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, after it has become effective, (x) the offering of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) 2.1 does not remain effective for the Effectiveness Period, then such requested registration the Company shall not count as be deemed to have effected a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made its obligations pursuant to this Section 2(a)2.1 will continue. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If at any time a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% one-half of the Registrable Securities(or Securities outstanding as of such lesser number as permitted by Section 2(a) (i))date, the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% one-half of the Registrable Securities (or outstanding as of such lesser number as permitted by Section 2(a) (i))date. If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a))Statement. Any such Such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made registration pursuant to this Section 2(a2.1. Except as set forth in the last sentence of Section 2.1(c), without the prior written consent of the Holders of the Requisite Shares no other securityholder of the Company shall be permitted to include their securities in a Demand Registration.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, unless it has been declared effective by the SEC and the Company or the LLC, as the case may be, has complied in all material respects with its obligations under this Agreement with respect thereto; provided, PROVIDED that if, after it has become effective, (x) the offering of Company Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Company Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) 2.1 does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the Company or the LLC, as the case may be, shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made an additional registration pursuant to this Section 2(a)2.1. The Holders of Company Registrable Securities shall be permitted to withdraw all or any part of the Company Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If at any time a Registration Statement is filed with the SEC pursuant to a Demand Registration, and subsequently a sufficient number of the Company Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Company Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i))Securities, the Holders who have not withdrawn their Company Registrable Securities shall have the opportunity to include an additional number of Company Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Company Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i))Securities. If an additional number of Company Registrable Securities is not so included, the Company or the LLC, as the case may be, may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a))Statement. Any such Such withdrawn Registration Statement will ill not count as a Demand Registration and the Company or the LLC, as the case may be, shall continue to be obligated to effect a registration pursuant to this Section 2.1; PROVIDED the number of Demand Registrations required Holders that requested withdrawal shall be obligated to be effected immediately prior to reimburse the time Company or the request LLC, as the case may be, for all customary and reasonable out-of-pocket expenses incurred by it in performing its obligations hereunder with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)Statement.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand A Registration on the basis set forth herein). A registration Statement will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC and the Company has complied in a timely manner and in all material respects with all of its obligations under this Agreement with respect thereto; providedPROVIDED, HOWEVER, that if, after it such Registration Statement has become effective, (x) the offering of Registrable Securities pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agencyagency or court that prevents, or if any court prevents restrains or otherwise limits the sale of Registrable Securities pursuant to the registration (such Registration Statement for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior not attributable to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included any Holder participating in such registrationregistration and such Registration Statement has not become effective within a reasonable time period thereafter (not to exceed 30 days), such registration Registration Statement will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) a Demand Registration does not remain effective under the Securities Act until at least the earlier of (A) an aggregate of 90 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby, then such registration requested shall not count towards determining if the Company has satisfied its obligation to effect three Demand Registrations pursuant to this Section 2(a) does 2.1. For purposes of calculating the 90-day period referred to in the preceding sentence, any period of time during which such Registration Statement was not remain effective for the Effectiveness Period, then such requested registration in effect shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a)excluded. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a).

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, Registration unless and thereby satisfy the obligation of the Company hereunder, unless until it has been declared effective by the SEC Commission and the Company AEC has complied in all material respects with its obligations under this Agreement with respect theretothereto unless failure to obtain effectiveness is due to acts or omissions to act by the Purchaser or any holder of Registrable Securities; provided, provided that if, after it has become effective, (x) the offering of Registrable Securities securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC Commission or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities such securities pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes to the shares subject to such stop order, injunction, other order, requirement or limitation unless such stop order, injunction, other order, requirement or limitation is rescinded or the issuance of satisfying such stop order, injunction, other order, requirement or limitation is imposed in response to an act or omission on the obligation part of one or more holders of Registrable Securities the Company hereunderoffering of which is the subject of such registration. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected and such failure to have been effected is not the result of any act or omission of any holder of Registrable Securities the offering of which is covered by the registration or (yii) with respect to an offering of Registrable Securities on a continuous basis pursuant to Rule 415 under the Securities Act, the registration requested pursuant to this Section 2(a) 2.1 does not remain effective for a period of at least twenty-four (24) months beyond the Effectiveness Periodeffective date thereof (excluding for purposes of this calculation any period during which the effectiveness of such registration is subject to a stop order, injunction or other order or requirement of the Commission or any other governmental or administrative agency or during which any court prevents or otherwise limits the sale of securities pursuant to such registration) or, 15GG with respect to an underwritten offering of Registrable Securities, until ninety (90) days after the commencement of the distribution and the effect of any failure of the type referred to in clauses (i) and (ii) of this sentence is to prevent the distribution of 25% or mre of the Registrable Securities the offering of which is covered by such registration, then such requested registration shall not count as a Demand Registration and the Company AEC shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made registration pursuant to this Section 2(a). The Holders of Registrable Securities 2.1 (and such registration shall be permitted to withdraw all or any part of not count toward the Registrable Securities from a three Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed requests permitted pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i2.1(a)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a).

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC Commission and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, after it has become effective, (x) such registration or the offering related offer, sale or distribution of Registrable Securities pursuant to such registration thereunder is or becomes the subject of any stop order, injunction or other order or requirement of the SEC Commission or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of the Registrable Securities pursuant to the registration (for any reason other than the act or omissions registration, and, as a result thereof, two-thirds of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registrationcovered thereby have not been sold, then such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.01 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) 2.01 does not remain effective for until such time as when two-thirds of the Effectiveness PeriodRegistrable Securities covered thereby have been sold or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the Holders of the Registrable Securities included in such Registration Statement, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made registration pursuant to this Section 2(a)2.01 without giving effect to such requested registration. The Holders Each Holder of Registrable Securities shall be permitted to withdraw all or any part of the its Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so provided that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities registration shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will nonetheless count as a Demand Registration effected pursuant under Section 2.01(a) hereof unless such withdrawing Holder(s) agree(s) to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration be responsible for all reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred by the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)withdrawal.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand A Registration on the basis set forth herein). A registration Statement will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC and the Company has complied in all material respects with all of its obligations under this Agreement with respect thereto; provided, that if, after it has become effective, (x) the offering of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereunder. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected pursuant to the preceding sentence or (yii) the registration requested pursuant to this Section 2(a) a Demand Registration does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the Company shall be continue to be obligated to effect the number of a Demand Registrations required to be effected immediately prior to the time such request had been made Registration pursuant to this Section 2(a)2.1. The Holders A Holder of Registrable Included Securities shall be permitted to withdraw all or any part of the Registrable its Included Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement the Company is filed pursuant required to effect a Demand Registration, Registration and subsequently a sufficient number amount of the Registrable Included Securities are is withdrawn from the Demand Registration so that such Demand Registration Statement does not cover that number of Registrable Securities at least equal the amount of Requisite Securities, then the Company may, upon notice to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who of all Included Securities that have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the such securities from such Demand Registration so Registration, terminate such Demand Registration; provided, however, that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement terminated registration will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of a Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)2.1. Notwithstanding the foregoing, if the Company effects a Suspension Period following a demand and prior to the effectiveness of a Demand Registration, the Holders of Included Securities in an amount equal to the Requisite Shares may withdraw such demand, in which case the Demand Registration shall be terminated and the Company shall continue to be obligated to effect a Demand Registration pursuant to this Section 2.1 following another demand made in accordance with this Section 2.1.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, unless it has been declared effective by the SEC and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, after it has become effective, (x) the offering of Company Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Company Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) 2.1 does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made an additional registration pursuant to this Section 2(a)2.1. The Holders of Company Registrable Securities shall be permitted to withdraw all or any part of the Company Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If at any time a Registration Statement is filed with the SEC pursuant to a Demand Registration, and subsequently a sufficient number of the Company Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Company Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i))Shares originally issued to the LLC, the Holders who have not withdrawn their Company Registrable Securities shall have the opportunity to include an additional number of Company Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Company Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i))Shares originally issued to the LLC. If an additional number of Company Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a))Statement. Any such Such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect a registration pursuant to this Section 2.1; provided the number of Demand Registrations required Holders that requested withdrawal shall be obligated to be effected immediately prior to reimburse the time the request Company for all customary and reasonable out-of-pocket expenses incurred by it in performing its obligations hereunder with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)Statement.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand A Registration on the basis set forth herein). A registration will Statement shall not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has shall have been declared effective by 10 the SEC SEC, no later than the later of (i) 150 days after the request for a Demand Registration or (ii) 30 days after the end of any "lock up" or "black out" period described in Section 2.1(a) hereof and the Company has complied in all material respects with all of its obligations under this Agreement with respect thereto; provided, however, that if, after it such Registration Statement has become effective, (x) the offering of Registrable Securities Subject Equity pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental governmental, judicial or administrative agencyorder or requirement that prevents, or if any court prevents restrains or otherwise limits the sale of Registrable Securities Subject Equity pursuant to the registration (such Registration Statement for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior not attributable to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included any Holder participating in such registration, and such registration will Registration Statement has not become effective within a reasonable time period thereafter, such Registration Statement shall be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) a Demand Registration does not remain effective under the Securities Act until at least the earlier of (A) an aggregate of 60 days (subject to Section 2.3 herein) after the effective date thereof or (B) the registration requested consummation of the distribution by the Holders of all of the Subject Equity covered thereby, then such Demand Registration shall not count towards determining if the Company has satisfied its obligation to effect Demand Registrations pursuant to this Section 2(a) does 2.1. For purposes of calculating the 60-day period referred to in the preceding sentence, any period of time during which such Registration Statement was not remain effective for the Effectiveness Period, then such requested registration in effect shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a)excluded. The Holders of Registrable Securities Subject Equity shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If Notwithstanding any such withdrawal by a Holder of Subject Equity, if the Company has complied with all of its obligations hereunder and has effected a Demand Registration Statement is filed pursuant to within 150 days after the request for a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does withdrawal shall not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, require the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of any additional Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)Registrations.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand A Registration on the basis set forth herein). A registration Statement will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC and the Company has complied in a timely manner and in all material respects with all of its obligations under this Agreement with respect thereto; provided, however, that if, after it such Registration Statement has become effective, (x) the offering of Registrable Securities pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agencyagency or court that prevents, or if any court prevents restrains or otherwise limits the sale of Registrable Securities pursuant to the registration (such Registration Statement for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior not attributable to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included any Holder participating in such registrationregistration and such Registration Statement has not become effective within a reasonable time period thereafter (not to exceed 60 days), such registration Registration Statement will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) a Demand Registration does not remain effective for under the Effectiveness PeriodSecurities Act until at least the earlier of (A) an aggregate of 90 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of an additional Demand Registrations required to be effected immediately prior to the time such request had been made Registration pursuant to this Section 2(a)2.1 provided, that a Demand Registration shall not be counted as such unless the Selling Holders have sold at least 80% of the Registrable Securities covered thereby. For purposes of calculating the 90-day period referred to in the preceding sentence, any period of time during which such Registration Statement was not in effect shall be excluded. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a).all

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected count as a Demand Registration, and thereby satisfy Registration for the obligation purposes of the Company hereunder, unless it limitations set forth in Section 2.1.1 until the Registration Statement filed with the Commission with respect to such Demand Registration has been declared effective by the SEC and the Company has complied in with all material respects with of its obligations under this Agreement with respect thereto; provided, however, that if, after it such Registration Statement has become been declared effective, (x) the offering of Registrable Securities pursuant to such registration a Demand Registration is or becomes the subject of interfered with by any stop order, injunction or other order or requirement injunction of the SEC Commission or any other governmental or administrative agencyGovernmental Authority, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant Registration Statement with respect to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration Demand Registration will be deemed not to have been effected declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) any Requesting Holder or group of Requesting Holders (acting together) holding at least fifty percent (50%) of the Registrable Securities held by all Requesting Holders that are subject to the Demand Registration thereafter elect to continue the offering; provided, further, that the Company shall not be obligated to file a subsequent Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration for the purposes of satisfying the obligation of the Company hereunderlimitations set forth in Section 2.1.1 or is terminated. If (x) In addition, a registration requested pursuant to this Section 2(a) is deemed not to have been effected or (y) the registration requested pursuant to this Section 2(a) does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a). The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and for the purposes of the limitations set forth in Section 2.1.1 if (a) the Requesting Holders withdraw their Demand Request as the result of (x) adverse information about the Company shall continue previously unknown to be obligated the Requesting Holders, or (y) the registration statement relating to effect such Demand Registration not being declared effective within 90 days (in any case where the number Commission has no comments on the Registration Statement) or 180 days (in any case where the Commission has comments on the Registration Statement) of the date such Registration Statement is first filed with the Commission (so long as the Requesting Holders withdraw their Demand Registrations required to be effected immediately Request prior to the time effective date of the request Registration Statement), (b) more than 10% of the Registrable Securities requested by the Requesting Holders to be included in such Demand Registration are not so included pursuant to Section 2.1.4, or (c) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with respect the Demand Registration relating to such withdrawn Demand Request are not satisfied. Notwithstanding the foregoing, the Company will pay all Registration Statement was made pursuant to this Expenses in connection with any Demand Registration, regardless of whether or not such Demand Registration counts toward the limitation set forth in Section 2(a)2.1.1, until such limit is reached.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC and the Company Holdings has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, after it has become effective, (x) the offering of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Selling Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration), such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) 2.1 does not remain effective for a period of at least 90 days beyond the Effectiveness Periodeffective date thereof or until the consummation of the distribution by the Selling Holders of the Included Shares, then such requested registration shall not count as a Demand Registration and the Company Holdings shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made an additional registration pursuant to this Section 2(a)2.1. The Selling Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities Included Shares from a Demand Registration at any time prior to the effective date of such Demand Registration. If at any time a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities Included Shares are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted Securities held by Section 2(a) (i))all Holders, the Selling Holders who have not withdrawn their Registrable Securities Included Shares shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted held by Section 2(a) (i))all Holders. If an additional number of Registrable Securities is not so included, the Company Holdings may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a))Statement. Any such Such withdrawn Registration Statement will not count as a Demand Registration and the Company Holdings shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made a registration pursuant to this Section 2(a)2.1.

Effective Registration. The Company is only required to effect two registrations Except as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate provided in such Demand Registration on the basis set forth hereinSection 2.1(b). A , a registration will not be deemed to have been effected effective as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC Commission and the Company Issuer has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, after it has become effective, (x) the offering of the Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC Commission or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Selling Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration), such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) 2.1 does not remain effective for until the Effectiveness Periodearlier of (i) 90 days beyond the effective date thereof and (ii) the consummation of the distribution by the Selling Holders of the Included Shares, then such requested registration shall not count as a Demand Registration and the Company Issuer shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made an additional registration pursuant to this Section 2(a)2.1. The Selling Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities Included Shares from a Demand Registration at any time prior to the effective date of such Demand Registration. If at any time a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities Included Shares are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted Securities held by Section 2(a) (i))all Holders, the Selling Holders who have not withdrawn their Registrable Securities Included Shares shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted held by Section 2(a) (i))all Holders. If an additional number of Registrable Securities is not so included, the Company Issuer may withdraw the Registration Statement (butStatement; however, the Issuer will not be required to withdraw such Registration Statement, and if such Registration Statement is not withdrawn, such Registration Statement the Issuer will count as a not be obligated to effect an additional Demand Registration effected pursuant to this Section 2(a))Registration. Any such Such withdrawn Registration Statement will not count as a Demand Registration and the Company Issuer shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made a registration pursuant to this Section 2(a)2.1.

Effective Registration. The Company Except as specifically provided herein, ---------------------- the Issuer is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, unless it has been declared effective by the SEC and the Company Issuer has complied in all material respects with its obligations under this Agreement with respect thereto, subject to the penultimate sentence of this Section 2.1(b); provided, provided that if, after it has -------- become effective, (x) the offering of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) 2.1 does not remain effective for the Effectiveness Period, then such requested registration the Issuer shall not count as be deemed to have effected a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made its obligations pursuant to this Section 2(a)2.1 will continue. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If at any time a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or Shares outstanding as of such lesser number as permitted by Section 2(a) (i))date, the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or outstanding as of such lesser number as permitted by Section 2(a) (i))date. If an additional number of Registrable Securities is not so included, the Company Issuer may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Statement. Such withdrawn Registration Statement will nonetheless count as a Demand Registration effected pursuant to this Section 2(a2.1. Except as set forth in the last sentence of Section 2.1(c)). Any such withdrawn Registration Statement will not count as , without the prior written consent of the Requisite Holders no other securityholder of the Issuer shall be permitted to include their securities in a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)Registration.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy Registration unless the obligation of the Company hereunder, unless it Registration Statement relating thereto has been declared effective by the SEC Commission and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, after it the Registration Statement has become effective, (x) the offering and/or sale of Registrable Securities pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC Commission or any other governmental or administrative agency, or if any court or other governmental or quasi-governmental agency prevents or otherwise limits the offer and/or sale of the Registrable Securities pursuant to the registration (for any reason Registration Statement, other than the act in each case primarily as a result of acts or omissions of the Holders) for the period of time contemplated hereby, Holder or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registrationany agent thereof, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.2 is deemed not to have been effected or (yii) the registration Registration Statement relating to a Demand Registration requested pursuant to this Section 2(a) 2.2 does not remain effective for a period of at least 180 consecutive days beyond the Effectiveness Periodeffective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the Holders of the Registrable Securities included in such Registration Statement, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made Registration pursuant to this Section 2(a)2.2. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration Statement at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so Statement; provided that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that event of such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawnwithdrawal, such Registration Statement will count as a Demand Registration effected pursuant Holders shall be responsible for the fees and expenses referred to this in Section 2(a)). Any 3.2(viii) hereof incurred by such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request Holders with respect to such withdrawn Demand Registration Statement was made pursuant prior to this Section 2(a)such withdrawal.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand A Registration on the basis set forth herein). A registration Statement will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC and the Company has complied in all material respects with all of its obligations under this Agreement with respect thereto; provided, however, that if, after it such Registration Statement has become effective, (x) the offering of Registrable Securities pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agencyagency or court that prevents, or if any court prevents restrains or otherwise limits the sale of Registrable Securities pursuant to the registration (such Registration Statement for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior not attributable to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included any Holder participating in such registrationregistration and such restraint is not lifted within 60 days after being imposed, such registration Registration Statement will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) a Demand Registration does not remain effective under the Securities Act until at least the earlier of (A) an aggregate of six months after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby, then such registration requested shall not count towards determining if the Company has satisfied its obligation to effect three Demand Registrations pursuant to this Section 2(a) does 2.1. For purposes of calculating the six month period referred to in the preceding sentence, any period of time during which such Registration Statement was not remain effective for the Effectiveness Period, then such requested registration in effect shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a)excluded. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration; provided, and subsequently a sufficient number of however, that should the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number Holders of Registrable Securities at least equal to 25% of remaining after such withdrawal own, individually or in the Registrable Securities(or such lesser number as permitted by Section 2(a) (i))aggregate, less than the Requisite Securities, the Holders who have not withdrawn their Registrable Securities Company shall have the opportunity right to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (terminate or such lesser number as permitted withdraw any registration initiated by it under Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately 2.1 prior to the time the request with respect to effectiveness of such withdrawn Registration Statement was made pursuant to this Section 2(a)registration.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand A Registration on the basis set forth herein). A registration Statement will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC and the Company has complied in a timely manner and in all material respects with all of its obligations under this Agreement with respect thereto; provided, however, that if, after it such Registration Statement has become effective, (x) the offering of Registrable Securities pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agencyagency or court that prevents, or if any court prevents restrains or otherwise limits the sale of Registrable Securities pursuant to the registration (such Registration Statement for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior not attributable to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included any Holder participating in such registrationregistration and such Registration Statement has not become effective within a reasonable time period thereafter (not to exceed 60 days), such registration Registration Statement will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) a Demand Registration does not remain effective for under the Effectiveness PeriodSecurities Act until at least the earlier of (A) an aggregate of 90 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of an additional Demand Registrations required to be effected immediately prior to the time such request had been made Registration pursuant to this Section 2(a)2.1 provided, that a Demand Registration shall not be counted as such unless the Selling Holders have sold at least 80% of the Registrable Securities covered thereby. For purposes of calculating the 90-day period referred to in the preceding sentence, any period of time during which such Registration Statement was not in effect shall be excluded. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a).

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, after it has become effective, (x) the offering of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions omission of the Selling Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration), such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) 2.1 does not remain effective for a period of at least 90 days beyond the Effectiveness Periodeffective date thereof or until the earlier consummation of the distribution by the Selling Holders of the Included Shares, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made an additional registration pursuant to this Section 2(a)2.1. The Selling Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities Included Shares from a Demand Registration at any time prior to the effective date of such Demand Registration. If at any time a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities Included Shares are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i))Requisite Shares, the Selling Holders who have not withdrawn their Registrable Securities Included Shares shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i))Requisite Shares. If an additional number of Registrable Securities is not so includedincluded so that such Registration Statement does not cover at least the Requisite Shares, the Company may withdraw the Registration Statement (but, if such Statement. In the event that a Registration Statement is not withdrawnhas been filed and the Company withdraws the Registration Statement solely due to the occurrence of the events specified in the prior two sentences, such withdrawn Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any Registration; otherwise such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made a registration pursuant to this Section 2(a)2.1.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand A Registration on the basis set forth herein). A registration Statement will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC and the Company has complied in a timely manner and in all material respects with all of its obligations under this Agreement with respect thereto; provided, however, that if, after it such Registration Statement has become effective, (x) the offering of Registrable Securities pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agencyagency or court that prevents, or if any court prevents restrains or otherwise limits the sale of Registrable Securities pursuant to the registration (such Registration Statement for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior not attributable to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included any Holder participating in such registrationregistration and such Registration Statement has not become effective within a reasonable time period thereafter (not to exceed 45 days), such registration Registration Statement will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) a Demand Registration does not remain effective under the Securities Act until at least the earlier of (A) an aggregate of 180 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby, then such registration requested shall not count towards determining if the Company has satisfied its obligation to effect one Demand Registration pursuant to this Section 2(a) does 2.1. For purposes of calculating the 180-day period referred to in the preceding sentence, any period of time during which such Registration Statement was not remain effective for the Effectiveness Period, then such requested registration in effect shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a)excluded. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a).

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to ---------------------- have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC Commission and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, after it has become effective, (x) the offering of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC Commission or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act acts or omissions of the Holders) for Holder who commenced the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registrationDemand Registration), such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) 2.1 does not remain effective for a period of at least 90 days beyond the Effectiveness Periodeffective date thereof or until the earlier consummation of the distribution by the Holder who commenced the Demand Registration of the Registrable Securities included in such registration statement by it, then such requested registration statement shall not count as a Demand Registration pursuant to Section 2.1(a) and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made registrations pursuant to this Section 2(a)2.1 as though the request for such Demand Registration had never been made. The Holders of Registrable Securities shall be permitted to withdraw all or any part At the request of the Registrable Securities from a Holder who commenced the Demand Registration, the Company shall withdraw the Demand Registration at any time prior to the effective date of time it becomes effective, provided that such Demand Registration. If a Registration Statement is filed pursuant Holder shall reimburse the Company for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred prior to a Demand Registration, such withdrawal and subsequently a sufficient number of the Registrable Securities are withdrawn from shall thereafter be entitled to the Demand Registration so rights that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately existed prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)withdrawal.

Effective Registration. The (i) A registration initiated as a Demand Registration shall not be deemed a Demand Registration until such registration has become effective and (except in the case of a Shelf Registration) until the Registrable Securities included in such registration have actually been sold; provided, however, that a registration that does not become effective after the Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all has filed a registration statement with respect thereto solely by reason of the refusal to proceed by the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not shall be deemed to have been effected as a Demand Registrationby the Company unless the Holders shall have elected (without any obligation) to pay, and thereby satisfy in fact pay (within 30 days after the obligation Company receives notice of such refusal to proceed of the Holders), all reasonable Registration Expenses in connection with such registration. (ii) The Company may delay the filing of a registration statement required hereunder if at the time of a request for registration under Section 5.01(a) above, the Company is a party to a transaction involving the purchase, sale, conversion or issuance of securities of the Company hereunder, unless it has been declared effective which would be prohibited pursuant to Regulation M promulgated by the SEC and Commission under the Exchange Act during a distribution of the Registrable Securities to be registered under such registration statement. (iii) The Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, that if, after it has become effective, may (x) delay the offering filing of Registrable Securities pursuant to such a registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, statement required hereunder or (y) (A) suspend the effectiveness of any registration statement filed pursuant to a Pending Event Suspension Period occursDemand Registration or, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminatedwithout suspending such effectiveness, and (C) instruct the Holders do not sell all the that no sales of Registrable Securities included in such registrationregistration statement may be made (and the Holders shall forthwith discontinue disposition of any such Registrable Securities) if, in the reasonable opinion of the Board of Directors of the Company, such registration will be deemed not to have been effected as and offering would require public disclosure of any undisclosed information regarding a Demand Registration for purposes of satisfying material financing, acquisition, corporate reorganization or other significant transaction involving the obligation Company or any Subsidiary of the Company hereunder. If Company, which disclosure would interfere with such transaction. (xiv) Any delay in the filing of a registration requested statement pursuant to this Section 2(aclause (ii) is deemed not to have been effected or (yiii) above or any period of suspension in the effectiveness of a registration requested pursuant statement or during which any instruction to this Section 2(a) does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the Company shall continue to Holders that no sales of Registrable Securities may be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a)clause (iii) above shall be a "Suspension Period". The Holders of Registrable Securities Company shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), promptly notify the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number in writing of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so includedany Suspension Period, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a).the

Effective Registration. The Company is only required Subject to effect two registrations as Demand Registrations under Section 2.01(f) but notwithstanding any other provision of this Agreement (whether or not all of to the Holders of Registrable Securities elect contrary, a Registration Statement filed pursuant to participate in such Demand Registration on the basis set forth herein). A registration will this Section 2.01 shall not be deemed to have been effected as a Demand Registration, (including for purposes of Section 2.01(b) and thereby satisfy the obligation of the Company hereunder, 2.01(c)) unless it has been declared become effective by and shall have remained effective for one hundred eighty (180) days (excluding any Postponement Periods or Suspension Periods pursuant to Section 2.01(d) or Section 2.05(c), respectively) or such shorter period as may be required to sell all Registrable Securities included in the SEC and the Company has complied in all material respects with its obligations under this Agreement with respect theretorelevant Registration Statement; provided, that ifin the case of any registration on Form S-3 of Registrable Securities that are intended to be offered on a continuous or delayed basis (a “Shelf Registration Statement”), such 180-day period shall be extended, if necessary, to keep the Shelf Registration Statement effective until all such Registrable Securities are sold. In no event shall a registration be deemed to have been effected (i) if after it has become effective, (x) the offering of Registrable Securities pursuant to effective such registration is or becomes the subject of interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Entity for any reason other governmental than a misrepresentation or administrative agencyan omission by any Requesting Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related Registration Statement or (ii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than solely by reason of some act or omission by any court prevents Requesting Holder. Once a Shelf Registration Statement has been declared or otherwise limits has become effective, the sale Holders may request, and the Company shall be required to facilitate, an unlimited number of underwritten offerings of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior such Shelf Registration Statement. Notwithstanding anything to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminatedcontrary contained herein, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereunder. If (x) a registration requested pursuant to this Section 2(a) is deemed not to have been effected or (y) the registration requested pursuant to this Section 2(a) does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the Company shall continue cause all of the Holder(s) Registrable Securities to be obligated registered pursuant to effect one or more effective registration statements within 120 days of the number of Demand Registrations required initial request by the Holder(s) to be effected immediately prior to the time do so; provided that such request had been cannot be made pursuant to this Section 2(a). The Holders of Registrable Securities shall be permitted to withdraw all or any part until after the first anniversary of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)hereof.

Effective Registration. (i) On or before the date that is ninety (90) days after the Effective Date (the “Registration Rights Commencement Date”), the Company shall file with the SEC (a) one Registration Statement under the Securities Act in respect of the Holders so as to permit a non-underwritten public offering and resale of all outstanding Registrable Securities by the Holders as selling stockholders and, subject to SEC regulations, not as underwriters or (b) if eligible, a “shelf” registration statement pursuant to Rule 415 under the Securities Act and/or any similar Rule that may be adopted by the Commission (“Rule 415”) with respect to all of the outstanding Registrable Securities (the “Required Registration Statement”); provided, however, that if the Board of Directors of the Company determines that the filing of such Required Registration Statement is not in the best interests of the Company or its shareholders, the filing of such Required Registration Statement may be delayed for up to ninety (90) days in the aggregate. (ii) This Agreement shall constitute the consent of each Holder of Registrable Securities to the inclusion of such securities in any Required Registration Statement upon its effectiveness, except with respect to any Registrable Securities the Holder of which notifies the Company in writing no later than the date of filing the Required Registration Statement that it does not wish its Registrable Securities to be included in the Required Registration Statement. The Holders shall not have piggyback registration rights during the period in which the Required Registration Statement is effective. Notwithstanding the foregoing or any previous filing of a Required Registration Statement on Form F-1, if, on or after the Registration Rights Commencement Date, the Company is eligible to use Form F-3 (or any successor form), the Company shall promptly file a Required Registration Statement on Form F-3 with respect to all of the outstanding Registrable Securities. (iii) The Company agrees to use its commercially reasonable efforts to have the Required Registration Statement declared effective as soon as reasonably practicable after such filing but in no event later than one hundred eighty (180) days after the initial date on which the Required Registration Statement is only filed with the Commission and to keep the Required Registration Statement continuously effective under the Securities Act until the date which is (a) four (4) years from the date of filing, provided the Required Registration Statement is on Form F-3 (or any successor form) and qualifies under Rule 415 or (b) one hundred eighty (180) days if the Required Registration Statement is on any form other than Form F-3 (or any successor form) and/or does not qualify under Rule 415 (such applicable period, the “Effectiveness Period”), or such shorter period ending when all Registrable Securities covered by the Required Registration Statement (x) have been sold in the manner set forth and as contemplated in the Required Registration Statement or (y) may be sold under Rule 144, provided, however, that the effectiveness of the Required Registration Statement may be terminated earlier to the extent that (a) none of the Registrable Securities registered therein are outstanding (but not prior to the expiration of the 90-day period referred to in Section 4(3) of the Securities Act or Rule 174 thereunder, if applicable) or (b) none of such securities are then Registrable Securities. The Company will notify the Participating Holders of the effectiveness of the Required Registration Statement within one business day of such event. (iv) The Company further agrees, if necessary, to supplement or amend the Required Registration Statement, as required by the registration form utilized by the Company or by the instructions applicable to effect two registrations such registration form or by the Securities Act or the rules and regulations thereunder or as Demand Registrations reasonably requested (which request shall result in the filing of a supplement or amendment subject to approval thereof by the Company, which approval shall not be unreasonably withheld) by any seller or any managing underwriter of Registrable Securities to which the Required Registration Statement relates, including without limitation, such supplements and amendments necessary to permit underwritten sales under this Agreement (whether or not all of the Required Registration Statement, and the Company agrees to furnish to the Holders of Registrable Securities elect (and any managing underwriter) copies, in substantially the Form proposed to participate in be used and/or filed, of any such Demand supplement or amendment prior to its being used and/or filed with the Commission. If the Required Registration Statement is on the basis set forth herein). A registration will not be deemed to have been effected as a Demand RegistrationForm F-3 and qualifies under Rule 415, and thereby satisfy the obligation of the Company hereunder, unless it has been declared effective by shall amend or supplement the SEC and Required Registration Statement no less frequently than every thirty (30) days to update the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, that if, after it has become effective, (x) the offering list of selling Holders of Registrable Securities pursuant to written requests by such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason Holders. A Required Registration Statement may include securities other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereunder. If (x) a registration requested pursuant to this Section 2(a) is deemed not to have been effected or (y) the registration requested pursuant to this Section 2(a) does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a). The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)Securities.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand A Registration on the basis set forth herein). A registration will Statement shall not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has shall have been declared effective by the SEC SEC, no later than the later of (i) 150 days after the request for a Demand Registration or (ii) 30 days after the end of any "lock up" or "black out" period described in Section 2.1(a) hereof and the Company has complied in all material respects with all of its obligations under this Agreement with respect thereto; providedPROVIDED, HOWEVER, that if, after it such Registration Statement has become effective, (x) the offering of Registrable Securities Subject Equity pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental governmental, judicial or administrative agencyorder or requirement that prevents, or if any court prevents restrains or otherwise limits the sale of Registrable Securities Subject Equity pursuant to the registration (such Registration Statement for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior not attributable to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included any Holder participating in such registration, and such registration will Registration Statement has not become effective within a reasonable time period thereafter, such Registration Statement shall be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) a Demand Registration does not remain effective under the Securities Act until at least the earlier of (A) an aggregate of 60 days (subject to Section 2.3 herein) after the effective date thereof or (B) the registration requested consummation of the distribution by the Holders of all of the Subject Equity covered thereby, then such Demand Registration shall not count towards determining if the Company has satisfied its obligation to effect one Demand Registration pursuant to this Section 2(a) does 2.1. For purposes of calculating the 60-day period referred to in the preceding sentence, any period of time during which such Registration Statement was not remain effective for the Effectiveness Period, then such requested registration in effect shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a)excluded. The Holders of Registrable Securities Subject Equity shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If Notwithstanding any such withdrawal by a Holder of Subject Equity, if the Company has complied with all of its obligations hereunder and has effected a Demand Registration Statement is filed pursuant to within 150 days after the request for a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does withdrawal shall not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, require the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of any additional Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)Registrations.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected count as a Demand Registration, and thereby satisfy the obligation Registration for purposes of the Company hereunder, limitations set forth in Section 2(a) and Section 2(b) unless it the related registration statement has been declared effective by and has remained effective until (i) in the SEC case of a registration statement other than a Shelf Registration, the earlier of (x) such time as all of the Registrable Securities covered thereby have been sold (but in no event for a period of more than ninety (90) days after such registration statement becomes effective) and (y) the Company has complied expiration of the time when a prospectus relating to such registration is required to be delivered under the Securities Act and (ii) in the case of a Shelf Registration, such time as all material respects with its obligations under this Agreement with respect theretoof the Registrable Securities covered thereby have been sold (but in no event for a period of more than one year after such Shelf Registration becomes effective); provided, however, that if, after it a registration statement has become effective, (x) the an offering of Registrable Securities pursuant to such registration statement is or becomes the subject of terminated by any stop order, injunction injunction, or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits Governmental Authority before the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Holders) for the applicable time period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registrationspecified, such registration pursuant thereto will be deemed not to have been effected and will not count as a Demand Registration for purposes of satisfying the obligation of the Company hereunder. If (x) a registration requested pursuant to this limitations set forth in Section 2(a) is deemed not to have been effected or (y) the registration requested pursuant to this and Section 2(a) does not remain effective for the Effectiveness Period2(b); provided, then such requested registration shall not count as a Demand Registration and further, that the Company shall continue to not be obligated to effect the number of Demand Registrations or required to be effected immediately prior file another registration statement until the registration statement that has been previously filed with respect to the time such request had been made pursuant to this Section 2(a). The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed registration pursuant to a Demand RegistrationRegistration becomes effective or is subsequently terminated. In addition, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement registration will not count as a Demand Registration for purposes of the limitations set forth in Section 2(a) and Section 2(b) if, (A) the Company shall continue registration statement relating to be obligated to effect such Demand Registration is not declared effective within forty-five (45) days (in any case where the number SEC has no comments on the registration statement) or ninety (90) days (in any case where the SEC has comments on the registration statement) of Demand Registrations required to be effected immediately the date such registration statement is first filed with the SEC (so long as the Requesting Holders withdraw their request prior to the time effective date of the request registration statement), (B) more than thirty percent (30.0%) of the Registrable Securities requested by the Requesting Holders to be included in such Demand Registration are not so included pursuant to Section 2(f), or (C) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with respect the registration relating to such withdrawn Demand Registration Statement was made pursuant to this Request are not satisfied. Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any Demand Registration, regardless of whether or not such Demand Registration counts as one of the permitted Demand Registrations under Section 2(a).

Effective Registration. The Upon a demand, the Company is only required will promptly prepare and file and use all commercially reasonable efforts to effect two registrations cause to become effective a Registration Statement in respect of all the Registrable Securities which Holders request, no later than 20 days after the date of such notice, for inclusion therein (all such included Registrable Securities, the "Subject Equity") and shall keep such Registration Statement continuously effective for the shorter of (i) six months and (ii) such period of time as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on Subject Equity shall have been sold thereunder (the basis set forth herein"Effectiveness Period"). A registration will For purposes of calculating the six-month period referred to in the preceding sentence, any period of time during which such Registration Statement was not effective or any Suspension Period shall be deemed to have been effected as a Demand Registration, and thereby satisfy excluded. If the obligation Board of Directors of the Company hereunder, unless it has been declared effective by the SEC and resolves that the Company has complied a bona fide business purpose for doing so, the Company may postpone the filing of, or suspend the effectiveness of, any registration statement or amendment thereto, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference (other than an effective registration statement being used for an underwritten offering) in all material respects with its obligations under this Agreement with respect thereto; providedthe event that, that if, after it has become effective, and for a period (a "Suspension Period") expiring on the earlier to occur of (x) the offering of Registrable Securities pursuant date on which such business purpose ceases to such registration is or becomes interfere with the subject of any stop orderCompany's ability to comply with its disclosure obligations and SEC requirements, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or and (y) (A) a Pending Event Suspension Period occurs, (B) 90 days after the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) Company notifies the Holders do of such good faith determination. There shall not sell all be more than 120 days of Suspension Periods during any 12-month period. The Company will give prompt written notice to each Holder of each Suspension Period. Such notice shall be given as soon as practicable after the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes Board of satisfying the obligation Directors of the Company hereunder. If (x) a registration requested pursuant to makes the determination referenced in this Section 2(a) is deemed not to have been effected or (y) the registration requested pursuant to this Section 2(a) does not remain effective for the Effectiveness Period, then such requested registration paragraph and shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior state to the time such request had been made pursuant to this Section 2(a). The Holders of Registrable Securities shall be permitted to withdraw all or any part extent, if any, as is practicable, an estimate of the Registrable Securities from a Demand Registration at any time prior to the effective date duration of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, Suspension Period and subsequently a sufficient number shall advise the recipient thereof of the Registrable Securities are withdrawn from the Demand Registration so that agreement of such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities Holder provided in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)following sentence.

Effective Registration. As soon as practicable after the later of (i) the date on which the Company is eligible to register securities on Form S-3 (or any successor form) under the Securities Act or (ii) the Registration Rights Commencement Date, the Company shall use commercially reasonable efforts to deliver for filing a “shelf” registration statement pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission with respect to all of the outstanding Registrable Securities (the “Shelf Registration”). This Agreement shall constitute the consent of each holder of Registrable Securities to the inclusion of such securities in the Shelf Registration upon its effectiveness (each such consenting holder of Registrable Securities, an “S-3 Holder”), except with respect to any Registrable Securities the holder of which notifies the Company in writing no later than the Registration Rights Commencement Date that it does not wish its Registrable Securities to be included in the Shelf Registration. The Holders shall not have demand or piggyback registration rights during the period in which the Shelf Registration is effective or during any period in which the Company has a Registration Statement on Form S-1 (or any successor form) under the Securities Act declared effective and during the time such Registration Statement remains effective. The Company is only agrees to use its efforts to have the Shelf Registration declared effective as soon as reasonably practicable after such filing and to keep the Shelf Registration continuously effective for a period expiring on the date of termination of this Agreement; provided, however, that the effectiveness of the Shelf Registration may be terminated earlier to the extent that none of the Registrable Securities registered therein are outstanding (but not prior to the expiration of the 90-day period referred to in Section 4(3) of the Securities Act or Rule 174 thereunder, if applicable) or are then Registrable Securities. The Company further agrees, if necessary, to supplement or amend the Shelf Registration, as required by the registration form utilized by the Company or by the instructions applicable to effect two registrations such registration form or by the Securities Act or the rules and regulations thereunder or as Demand Registrations reasonably requested (which request shall result in the filing of a supplement or amendment subject to approval thereof by the Company, which approval shall not be unreasonably withheld) by any seller or any managing underwriter of Registrable Securities to which the Shelf Registration relates, including without limitation, such supplements and amendments necessary to permit underwritten sales under this Agreement (whether or not all of the Shelf Registration, and the Company agrees to furnish to the Holders of Registrable Securities elect (and any managing underwriter) copies, in substantially the form proposed to participate in be used and/or filed, of any such Demand supplement or amendment prior to its being used and/or filed with the Commission. The Company shall amend or supplement the Shelf Registration on no less frequently than every thirty (30) days to update the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation list of the Company hereunder, unless it has been declared effective by the SEC and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, that if, after it has become effective, (x) the offering selling Holders of Registrable Securities pursuant to written requests by such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason Holders. The Shelf Registration may include securities other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereunder. If (x) a registration requested pursuant to this Section 2(a) is deemed not to have been effected or (y) the registration requested pursuant to this Section 2(a) does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a). The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)Securities.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand A Registration on the basis set forth herein). A registration Statement will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC and the Company has complied in all 7 material respects with all of its obligations under this Agreement with respect thereto; provided, however, that if, after it such Registration Statement has become effective, (x) the offering of Registrable Securities pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agencyagency or court that prevents, or if any court prevents restrains or otherwise limits the sale of Registrable Securities pursuant to the registration (such Registration Statement for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior not attributable to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included any Holder participating in such registrationregistration and such Registration Statement has not become effective within a reasonable time period thereafter (not to exceed 30 days), such registration Registration Statement will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a3(c)(2) is deemed not to have been effected or (yii) a Demand Registration does not remain effective under the Securities Act until at least the earlier of (A) an aggregate of 90 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby, then such registration requested shall not count towards determining if the Company has satisfied its obligation to effect a Demand Registration pursuant to this Section 2(a) does 3(c). For purposes of calculating the 90-day period referred to in the preceding sentence, any period of time during which such Registration Statement was not remain effective for the Effectiveness Period, then such requested registration in effect shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a)excluded. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration; provided, and subsequently a sufficient number of however, that should the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number Holders of Registrable Securities at least equal to 25% of remaining after such withdrawal own, individually or in the Registrable Securities(or such lesser number as permitted by Section 2(a) (i))aggregate, less than the Requisite Securities, the Holders who have not withdrawn their Registrable Securities Company shall have the opportunity right to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (terminate or such lesser number as permitted withdraw any registration initiated by it under Section 2(a3(c) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to effectiveness of such withdrawn Registration Statement was made pursuant to this Section 2(a)registration.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC Commission and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, the amount of Registrable Securities to be registered on behalf of the Demanding Holders is reduced by more than 10% pursuant to Section 2.3(a) hereof or if after it such Demand Registration has become effective, (x) the offering of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC Commission or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act acts or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration), such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) 2.1 does not remain effective for a period of at least 200 days, or twelve months with respect to a "shelf" registration, beyond the Effectiveness Periodeffective date thereof or until the consummation of the distribution by the Holders of the Registrable Securities included in such registration statement, then such requested registration statement shall not count as a one of the two Demand Registration Registrations that may be requested by the Demanding Holder(s) in question and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made a registration pursuant to this Section 2(a)2.1. The Demanding Holders of Registrable Securities shall be permitted to may withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to (whether before or after the filing or effective date of such Demand Registration), and if all such Registrable Securities are withdrawn, to withdraw the demand related thereto. If at any time a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted required amounts specified by Section 2(a) (i)2.1(a), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If and an additional number of Registrable Securities is not so included, the Company may (or shall, if requested by the Demanding Holders) withdraw the Registration Statement (butStatement, provided that if the Demanding Holders bear the expenses associated with such withdrawn Registration Statement is not withdrawnStatement, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made a registration pursuant to this Section 2(a)2.1. If the Demanding Holders determine to bear such expenses, such expenses shall be borne by the Demanding Holder(s) whose withdrawal of Registrable Securities resulted in such Registration Statement not covering the specified required amounts.

Effective Registration. The (i) A registration initiated as a Demand Registration shall not be deemed a Demand Registration until such registration has become effective and (except in the case of a Shelf Registration) until the Registrable Securities included in such registration have actually been sold; provided, however, that a registration that does not become effective after the Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all has filed a registration statement with respect thereto solely by reason of the refusal to proceed by the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not shall be deemed to have been effected as a Demand Registrationby the Company unless the Holders shall have elected (without any obligation) to pay, and thereby satisfy in fact pay all reasonable Registration Expenses in connection with such registration. (ii) The Company may delay the obligation filing of a registration statement for up to 90 days if at the time of a request for registration under Section 5.01(a) above, (i) the Company is a party to a transaction involving the purchase, sale, conversion or issuance of securities of the Company, (ii) there is material undisclosed information concerning the Company or any subsidiary of the Company hereunderwhich cannot be disclosed for bona fide and significant business reasons, unless it has which reason shall be provided to the Holders, in writing (iii) financial statements required to be included or incorporated in the registration statement have not been declared effective prepared or are otherwise not available or (iv) the Company reasonably expects to promptly commence an offering of securities of the Company and the investment banker for the Company shall advise the Company in writing (with a copy to the Holders) that, in its opinion, the offering contemplated by the SEC Company would be materially and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, that if, after it has become effective, (x) the offering of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits adversely affected by the sale of Registrable Securities by the Holders. The Company shall promptly notify the Holders of any delay in such filing, the reasons for such delay and proposed length of such delay. (iii) The Company may suspend the effectiveness of any registration statement filed pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated herebya Demand Registration or, or (y) (A) a Pending Event Suspension Period occurswithout suspending such effectiveness, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) instruct the Holders do not sell all the that no sales of Registrable Securities included in such registrationregistration statement may be made (a "Suspension Period") (and the Holders shall forthwith discontinue disposition of any such Registrable Securities) if, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying in the obligation of Company's reasonable good faith judgment, the Company hereunder. If (x) would be required to disclose any actions taken or proposed to be taken by the Company, which disclosure would have a registration requested pursuant to this Section 2(a) is deemed not to have been effected material adverse effect on the Company or (y) on such actions by providing the registration requested pursuant to this Section 2(a) does not remain effective for the Effectiveness Period, then Holders with written notice of such requested registration shall not count as a Demand Registration Suspension Period and the reasons therefor. The Company shall continue use its best efforts to be obligated to effect the number of Demand Registrations required to be effected immediately provide such notice as soon as reasonably practicable prior to the time such request had been made pursuant to this Section 2(a). The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a).commencement of

Effective Registration. The A registration initiated as a Demand Registration ---------------------- shall not be deemed a Demand Registration (i) until a registration statement with respect thereto has become effective and has remained effective for the period of time in which the Company is only required to effect two registrations as Demand Registrations keep such registration statement effective under this Agreement (whether or without giving effect to any Suspension Period), provided, however, that a registration that does not all become -------- ------- effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal to proceed of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not shall be deemed to have been effected as a Demand Registrationby the Company, unless the Holders shall have elected (without any obligation) to pay, and thereby satisfy in fact pay (within 30 days after the obligation Company receives notice of such refusal to proceed of the Company hereunderHolders), unless it has been declared effective by the SEC and the Company has complied all Registration Expenses in all material respects connection with its obligations under this Agreement with respect thereto; providedsuch registration, that if, (ii) if after it such registration statement has become effective, (x) the offering of Registrable Securities pursuant to such registration statement is or becomes the subject of interfered with by any stop order, injunction or other order or requirement of the SEC Commission or any other governmental agency or administrative agencycourt for any reason and, or if any court prevents or otherwise limits as a result thereof, the offering of Registrable Securities is terminated prior to the sale thereof, unless after giving effect to any termination the Holders had a period of 120 consecutive days during which they were permitted to sell their Registrable Securities pursuant to such registration statement, (iii) if after such registration statement has become effective, the Company exercises any of its rights under Section 5.01(f) hereof, unless after giving effect to any termination of a Suspension Period the Holders had a period of 120 consecutive days during which they were permitted to sell their Registrable Securities pursuant to such registration statement or (for any reason iv) if conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived, other than the solely by reason of some act or omissions omission of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereunder. If (x) a registration requested pursuant to this Section 2(a) is deemed not to have been effected or (y) the registration requested pursuant to this Section 2(a) does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a). The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a).

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC Commission and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, after it has become effective, (x) the offering of Registrable Securities Shares pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC Commission or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities Shares pursuant to the registration (for any reason other than the act or omissions of the selling Eligible Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration), such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) 2 does not remain effective for a period of the Effectiveness Periodearlier of (x) an aggregate of 90 days during which such registration is effective (whether or not consecutive) beyond the initial effective date thereof or (y) until the consummation of the distribution by the selling Eligible Holders of the Included Shares, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made an additional registration pursuant to this Section 2(a)2. The selling Eligible Holders of Registrable Securities Shares shall be permitted to withdraw all or any part of the Registrable Securities Included Shares from a Demand Registration at any time prior to the effective date of such Demand Registration. If at any time a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities Included Shares are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the outstanding Registrable Securities(or such lesser number as permitted by Section 2(a) (i))Shares, the selling Eligible Holders who have not withdrawn their Registrable Securities Included Shares shall have the opportunity to include an additional number of Registrable Securities Shares in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to such percentage. If additional Registrable Shares are not so included so that such Registration Statement does not cover at least 25% of the outstanding Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so includedShares, the Company may withdraw the Registration Statement (but, if such Statement. In the event that a Registration Statement is not withdrawnhas been filed and the Company withdraws the Registration Statement due to the occurrence of the events specified in the prior two sentences, such withdrawn Registration Statement will count as a Demand Registration effected pursuant to this Section 2(aunless such revocation occurs following a material adverse change in the Company's business, operations, assets or condition (financial or otherwise)). Any such withdrawn Registration Statement will , in which case it shall not count as be considered a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)for any purpose hereunder.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, -------- after it has become effective, (x) the offering of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Selling Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration), such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of unless the Company hereunderuses its best efforts to lift or remove such limitation, such limitation is removed within 90 days and the 180- day period referred to in the following sentence is extended by the number of days the registration was suspended. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) 2.1 does not remain effective for a period of at least 180 days beyond the Effectiveness Periodeffective date thereof or until the consummation of the distribution by the Selling Holders of the Included Shares, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made an additional registration pursuant to this Section 2(a)2.1. The Selling Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities Included Shares from a Demand Registration at any time prior to the effective date of such Demand Registration. If at any time a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities Included Shares are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted Securities held by Section 2(a) (i))all Holders, the Selling Holders who have not withdrawn their Registrable Securities Included Shares shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted held by Section 2(a) (i))all Holders. If an additional number of Registrable Securities is not so includedincluded so that such Registration Statement does not cover at least 25% of the Registrable Securities held by all Holders, the Company may withdraw the Registration Statement (but, if such Statement. In the event that a Registration Statement is not withdrawnhas been filed and the Company withdraws the Registration Statement solely due to the occurrence of the events specified in the prior two sentences, such withdrawn Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any Registration; otherwise such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made a registration pursuant to this Section 2(a)2.1.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand A Registration on the basis set forth herein). A registration will Statement shall not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has shall have been declared effective by the SEC SEC, no later than the later of (i) 90 days after the request for a Demand Registration or (ii) 30 days after the end of any "lock up" or "black out" period described in Section 2.2(a) hereof and the Company has complied in all material respects with all of its obligations under this Agreement with respect thereto; providedPROVIDED, HOWEVER, that if, after it such Registration Statement has become effective, (x) the offering of Registrable Securities pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental governmental, judicial or administrative agencyorder or requirement that prevents, or if any court prevents restrains or otherwise limits the sale of Registrable Securities pursuant to the registration (such Registration Statement for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior not attributable to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included any Holder participating in such registration, and such registration will Registration Statement has not become effective within a reasonable time period thereafter, such Registration Statement shall be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.2 is deemed not to have been effected or (yii) a Demand Registration does not remain effective under the Securities Act until at least the earlier of (A) an aggregate of 90 days (subject to Section 2.4 herein) after the effective date thereof or (B) the registration requested consummation of the distribution by the Holders of all of the Registrable Securities covered thereby, then such Demand Registration shall not count towards determining if the Company has satisfied its obligation to effect Demand Registrations pursuant to this Section 2(a) does 2.2. For purposes of calculating the 90-day period referred to in the preceding sentence, any period of time during which such Registration Statement was not remain effective for the Effectiveness Period, then such requested registration in effect shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a)excluded. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If Notwithstanding any such withdrawal by a Holder of Registrable Securities, if the Company has complied with all of its obligations hereunder and has effected a Demand Registration Statement is filed pursuant to within 90 days after the request for a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does withdrawal shall not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, require the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of any additional Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)Registrations.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand A Registration on the basis set forth herein). A registration Statement will not be ---------------------- deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC and the Company has complied in a timely manner and in all material respects with all of its obligations under this Agreement with respect thereto; provided, however, that if, after it such Registration -------- ------- Statement has become effective, (x) the offering of Registrable Securities pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agencyagency or court that prevents, or if any court prevents restrains or otherwise limits the sale of Registrable Securities pursuant to the registration (such Registration Statement for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior not attributable to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included any Holder participating in such registrationregistration and such Registration Statement has not become effective within a reasonable time period thereafter (not to exceed 60 days), such registration Registration Statement will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) a Demand Registration does not remain effective for under the Effectiveness PeriodSecurities Act until at least the earlier of (A) an aggregate of 90 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of an additional Demand Registrations required to be effected immediately prior to the time such request had been made Registration pursuant to this Section 2(a)2.1 provided, that a Demand Registration shall not be counted as such unless the Selling Holders have sold at least 80% of the Registrable Securities requested to be included therein. For purposes of calculating the 90-day period referred to in the preceding sentence, any period of time during which such Registration Statement was not in effect shall be excluded. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a).

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand A Registration on the basis set forth herein). A registration Statement will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC and the Company has complied in all material respects with all of its obligations under this Agreement with respect thereto; provided, however, that if, after it such Registration Statement has become effective, (x) the offering of Registrable Securities pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agencyagency or court that prevents, or if any court prevents restrains or otherwise limits the sale of Registrable Securities pursuant to the registration (such Registration Statement for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior not attributable to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included any Holder participating in such registrationregistration and such restraint is not lifted within 60 days after being imposed, such registration Registration Statement will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.2 is deemed not to have been effected or (yii) a Demand Registration does not remain effective under the Securities Act until at least the earlier of (A) an aggregate of six months after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby, then such registration requested shall not count towards determining if the Company has satisfied its obligation to effect the Demand Registration pursuant to this Section 2(a) does 2.2. For purposes of calculating the six month period referred to in the preceding sentence, any period of time during which such Registration Statement was not remain effective for the Effectiveness Period, then such requested registration in effect shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a)excluded. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration; provided, and subsequently a sufficient number of however, that should the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number Holders of Registrable Securities at least equal to 25% of remaining after such withdrawal own, individually or in the Registrable Securities(or such lesser number as permitted by Section 2(a) (i))aggregate, less than the Requisite Securities, the Holders who have not withdrawn their Registrable Securities Company shall have the opportunity right to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (terminate or such lesser number as permitted withdraw any registration initiated by it under Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately 2.2 prior to the time the request with respect to effectiveness of such withdrawn Registration Statement was made pursuant to this Section 2(a)registration.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, after it has become effective, (x) the offering of Registrable Securities Subject Equity pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities Subject Equity pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) 2.1 does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made an additional registration pursuant to this Section 2(a)2. 1. The Holders of Registrable Securities Subject Equity shall be permitted to withdraw all or any part of the Registrable Securities Subject Equity from a Demand Registration at any time prior to the effective date of such Demand Registration. If at any time a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number amount of the Registrable Securities are Subject Equity is withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% the amount of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i))Requisite Shares, the Holders who have not withdrawn their Registrable Securities Subject Equity shall have the opportunity to include an additional number amount of Registrable Securities Subject Equity in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i))Requisite Shares. If an additional number amount of Registrable Securities Subject Equity is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a))Statement. Any such Such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made a registration pursuant to this Section 2(a)2.1.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand A Registration on the basis set forth herein). A registration Statement will not be deemed ---------------------- to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC and the Company has complied in a timely manner and in all material respects with all of its obligations under this Agreement with respect thereto; provided, however, that if, after it such Registration -------- ------- Statement has become effective, (x) the offering of Registrable Securities pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agencyagency or court that prevents, or if any court prevents restrains or otherwise limits the sale of Registrable Securities pursuant to the registration (such Registration Statement for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior not attributable to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included any Holder participating in such registrationregistration and such Registration Statement has not become effective within a reasonable time period thereafter (not to exceed 30 days), such registration Registration Statement will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) a Demand Registration does not remain effective under the Securities Act until at least the earlier of (A) an aggregate of 180 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby, then such registration requested shall not count towards determining if the Company has satisfied its obligation to effect three Demand Registrations pursuant to this Section 2(a) does 2.1. For purposes of calculating the 180-day period referred to in the preceding sentence, any period of time during which such Registration Statement was not remain effective for the Effectiveness Period, then such requested registration in effect shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a)excluded. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a).

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand A Registration on the basis set forth herein). A registration Statement will ---------------------- not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC and the Company has complied in all material respects with all of its obligations under this Agreement with respect thereto; provided, however, that if, after it such Registration Statement has become effective, (x) the offering of Registrable Securities pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agencyagency or court that prevents, or if any court prevents restrains or otherwise limits the sale of Registrable Securities pursuant to the registration (such Registration Statement for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior not attributable to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included any Holder participating in such registrationregistration and such restraint is not lifted within 60 days after being imposed, such registration Registration Statement will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) a Demand Registration does not remain effective under the Securities Act until at least the earlier of (A) an aggregate of six months after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby, then such registration requested shall not count towards determining if the Company has satisfied its obligation to effect three Demand Registrations pursuant to this Section 2(a) does 2.1. For purposes of calculating the six month period referred to in the preceding sentence, any period of time during which such Registration Statement was not remain effective for the Effectiveness Period, then such requested registration in effect shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a)excluded. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration; provided, and subsequently a sufficient number of however, that should the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number Holders of Registrable Securities at least equal to 25% of remaining after such withdrawal own, individually or in the Registrable Securities(or such lesser number as permitted by Section 2(a) (i))aggregate, less than the Requisite Securities, the Holders who have not withdrawn their Registrable Securities Company shall have the opportunity right to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (terminate or such lesser number as permitted withdraw any registration initiated by it under Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately 2.1 prior to the time the request with respect to effectiveness of such withdrawn Registration Statement was made pursuant to this Section 2(a)registration.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have ---------------------- been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC Commission and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, if after it -------- such Demand Registration has become effective, (x) the offering of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC Commission or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act acts or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration), such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) 2.1 does not remain effective for a period of at least 120 days, or six months with respect to a "shelf" registration, beyond the Effectiveness Periodeffective date thereof, then such requested registration statement shall not count as a the Demand Registration and Registration(s) that may be requested by the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(aHolder(s). The Holders of Registrable Securities shall be permitted to Demanding Holder(s) may withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to (whether before or after the filing or effective date of such Demand Registration), and if all such Registrable Securities are withdrawn, to withdraw the demand related thereto. If at any time a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted required amounts specified by Section 2(a) (i)2.1(a), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If and an additional number of Registrable Securities is not so included, the Company may (or shall, if requested by the Demanding Holder(s)) withdraw the Registration Statement (butStatement, provided that if the Demanding Holder(s) bear the expenses associated with such withdrawn Registration Statement is not withdrawnStatement, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration Registration(s) and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made a registration(s) pursuant to this Section 2(a)2.1. If the Demanding Holder(s) determine to bear such expenses, such expenses shall be borne by the Demanding Holder whose withdrawal of Registrable Securities resulted in such Registration Statement not covering the specified required amounts.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand A Registration on the basis set forth herein). A registration will Statement shall not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has shall have been declared effective by the SEC SEC, and the Company has complied in all material respects with its obligations under this Agreement with respect thereto, no later than the later of (i) 150 days after the request for a Demand Registration or (ii) 30 days after the end of any "lock up" or "black out" period described in Section 2.1(a) hereof; providedPROVIDED, HOWEVER, that if, after it such Registration Statement has become effective, (x) the offering of Registrable Securities Subject Equity pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental similar governmental, judicial or administrative agencyorder or requirement that prevents, or if any court prevents restrains or otherwise limits the sale of Registrable Securities Subject Equity pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminatedsuch Registration Statement, and (C) the Holders do such Registration Statement has not sell all the Registrable Securities included in such registrationbecome effective within a reasonable time period thereafter, such registration will Registration Statement shall be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a the registration requested pursuant to this Section 2(a) is 2.1 shall be deemed not to have been effected or (yii) the registration requested Demand Registration does not remain effective under the Securities Act until at least the earlier of (A) the end of the Effectiveness Period or (B) the consummation of the distribution by the Holders of all of the Subject Equity covered thereby, then such Demand Registration shall not count towards determining if the Company has satisfied its obligation to effect a Demand Registration pursuant to this Section 2(a) does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a)2.1. The Holders of Registrable Securities Subject Equity shall be permitted to withdraw all or any part of the Registrable Securities from the Demand Registration. Notwithstanding any such withdrawal by a Holder of Subject Equity, if the Company has complied with all of its obligations hereunder and has effected a Demand Registration at any time prior to within 150 days after the effective date of request for such Demand Registration. If a Registration Statement is filed pursuant , such withdrawal shall not require the Company to a effect an additional Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a).

Effective Registration. The A registration initiated as a Demand Registration shall not be deemed a Demand Registration (i) until a registration statement with respect thereto has become effective and has remained effective for the period of time in which the Company is only required to effect two registrations as Demand Registrations keep such registration statement effective under this Agreement (whether or without giving effect to any Suspension Period), provided, however, that a registration that does not all become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal to proceed of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not shall be deemed to have been effected as a Demand Registrationby the Company, unless the Holders shall have elected (without any obligation) to pay, and thereby satisfy in fact pay (within 30 days after the obligation Company receives notice of such refusal to proceed of the Company hereunderHolders), unless it has been declared effective by the SEC and the Company has complied all Registration Expenses in all material respects connection with its obligations under this Agreement with respect thereto; providedsuch registration, that if, (ii) if after it such registration statement has become effective, (x) the offering of Registrable Securities pursuant to such registration statement is or becomes the subject of interfered with by any stop order, injunction or other order or requirement of the SEC Commission or any other governmental agency or administrative agencycourt for any reason and, or if any court prevents or otherwise limits as a result thereof, the offering of Registrable Securities is terminated prior to the sale thereof, unless after giving effect to any termination the Holders had a period of 120 consecutive days during which they were permitted to sell their Registrable Securities pursuant to such registration statement, (iii) if after such registration statement has become effective, the Company exercises any of its rights under Section 5.01(f) hereof, unless after giving effect to any termination of a Suspension Period the Holders had a period of 120 consecutive days during which they were permitted to sell their Registrable Securities pursuant to such registration statement or (for any reason iv) if conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived, other than the solely by reason of some act or omissions omission of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereunder. If (x) a registration requested pursuant to this Section 2(a) is deemed not to have been effected or (y) the registration requested pursuant to this Section 2(a) does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a). The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a).

Effective Registration. The Except as specifically provided herein, the Company is only required to effect two registrations as Demand Registrations under Section 2.1(a)(ii) and up to two Demand Registrations under 2.1(a)(iii) of this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, unless it has been declared effective by the SEC and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, after it has become effective, (x) the offering of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a2.1(a)(ii) or 2.1(a)(iii) is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a2.1(a)(ii) or 2.1(a)(iii) does not remain effective for the Effectiveness Period, then such requested registration the Company shall not count as be deemed to have effected a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made its obligations pursuant to this Section 2(a)2.1(a)(ii) or 2.1(a)(iii) will continue. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If at any time a Registration Statement is filed pursuant to a Demand RegistrationRegistration under Section 2.1(a)(ii) or 2.1(a)(iii), and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% one-half of the Registrable Securities(or Securities of the Purchaser Holders outstanding as of such lesser number as permitted by Section 2(a) (i))date, the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% one-half of the Registrable Securities (or of the Purchaser Holders outstanding as of such lesser number as permitted by Section 2(a) (i))date. If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a))Statement. Any such Such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made registration pursuant to this Section 2(a2.1(a)(ii) or 2.1(a)(iii).

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand A Registration on the basis set forth herein). A registration Statement will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC and the Company has complied in all material respects with all of its obligations under this Agreement with respect thereto; provided, however, that if, after it such Registration Statement has become effective, (x) the offering of Registrable Securities pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC order, injunction or other order or requirement of the SEC or any other governmental or administrative agencyagency or court that prevents, or if any court prevents restrains or otherwise limits the sale of Registrable Securities pursuant to the registration (such Registration Statement for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior not attributable to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included any Holder participating in such registrationregistration and such restraint is not lifted within sixty (60) days after being imposed, such registration Registration Statement will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) a Demand Registration does not remain effective under the Securities Act until at least the earlier of (A) an aggregate of six months after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby, then such registration requested shall not count towards determining if the Company has satisfied its obligation to three (3) Demand Registrations pursuant to this Section 2(a) does 2. 1. For purposes of calculating the six month period referred to in the preceding sentence, any period of time during which such Registration Statement was not remain effective for the Effectiveness Period, then such requested registration in effect shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a)excluded. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration; provided, however, that should the Holders of Registrable Securities remaining after such withdrawal own, individually or in the aggregate, less than the Requisite Securities, the Company shall have the right to terminate or withdraw any registration initiated by it under Section 2.1 prior to the effectiveness of such registration. If Notwithstanding the foregoing, if the Holders of at least the Requisite Securities request the withdrawal of a Registration Statement after it is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawnfiled, such Registration Statement will count as be deemed to have been a Demand Registration effected pursuant to this Section 2(a)). Any unless the Holders of the Included Securities pay the Registration Expenses associated with such withdrawn Registration Statement will not count as unless such withdrawal is the result of a Demand Registration and material adverse change in the Company shall continue to be obligated to effect financial condition or results of operation of the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)Company.

Effective Registration. The Company Issuer shall be deemed to have effected a Demand Registration if the applicable Registration Statement is only declared effective by the SEC and remains effective as follows: (i) if a Shelf Registration, it must remain effective for the Shelf Period; (ii) if not a Shelf Registration and such Registration Statement does not contemplate an Underwritten Offering, it must remain effective for not less than 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn); or (iii) if not a Shelf Registration and such Registration Statement contemplates an Underwritten Offering, it must remain effective for not less than 180 days plus such longer period (not to exceed 90 days after the 180th day) as, in the opinion of counsel for the underwriter or underwriters, is required to effect two registrations as Demand Registrations under this Agreement (whether or not all by law for the delivery of a Table of Contents Prospectus in connection with the Holders sale of Registrable Securities elect to participate in such by an underwriter or dealer. No Demand Registration on the basis set forth herein). A registration will not shall be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, unless it has been declared effective if an Underwritten Offering is contemplated by the SEC and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, that if, after it has become effective, (x) the offering of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereunder. If (x) a registration requested pursuant to this Section 2(a) is deemed not to have been effected or (y) the registration requested pursuant to this Section 2(a) does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the Company conditions to closing specified in the applicable underwriting agreement are not satisfied by reason of a wrongful act, misrepresentation or breach of such underwriting agreement or this Agreement by the Issuer. Subject to Section 2.1(g), the Issuer shall continue not be deemed to be obligated have effected a Shelf Registration Statement, or to effect have used its best efforts to keep the number Shelf Registration Statement effective, if the Issuer voluntarily takes any action or omits to take any action that would result in the inability of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a). The Holders any holder of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that covered by such Registration Statement does not cover that number of to be able to offer and sell any such Registrable Securities at least equal to 25% of the Registrable Securities(or during such lesser number as permitted Shelf Period, unless such action or omission is required by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)applicable law.

Effective Registration. The Company Except as specifically provided herein, the Issuer is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, unless it has been declared effective by the SEC and the Company Issuer has complied in all material respects with its obligations under this Agreement with respect thereto; provided, PROVIDED that if, after it has become effective, (x) the offering of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, then such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) 2.1 does not remain effective for the Effectiveness Period, then such requested registration the Issuer shall not count as be deemed to have effected a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made its obligations pursuant to this Section 2(a)2.1 will continue. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If at any time a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% one-half of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i))Requisite Shares, then the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% one-half of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i))Requisite Shares. If an additional number of Registrable Securities is not so included, then the Company Issuer may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a))Statement. Any such Such withdrawn Registration Statement will not count as a Demand Registration and the Company Issuer shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made registration pursuant to this Section 2(a)2.1.

Effective Registration. The Except as specifically provided herein, ---------------------- the Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration Registrations on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, unless it has been declared effective by the SEC and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, after it has become effective, (x) the offering -------- of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (x) a registration requested pursuant to this Section 2(a) is deemed not to have been effected or (y) the a registration requested pursuant to this Section 2(a) does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made an additional registration pursuant to this Section 2(a). The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% one-quarter of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i))Securities, the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% one-quarter of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i))Securities. If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a))Statement. Any such Such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made a registration pursuant to this Section 2(a).

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC Commission and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, that if, after it has become effective, (x) the offering of Registrable Securities shares of Common Stock pursuant to such registration Demand Registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC Commission or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities the shares of Common Stock pursuant to the registration (for Demand Registration at any reason other than time within 180 days after the act or omissions effective date of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registrationregistration statement, such registration Demand Registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) Demand Registration is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) Demand Registration does not remain effective (A) for a period of at least 180 days beyond the Effectiveness Periodeffective date thereof or (B) with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the Selling Holders (or, in either event, until the Registrable Securities included in such Demand Registration have been disposed of pursuant thereto), then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of such Demand Registrations required to be effected immediately prior to the time such request had been made Registration pursuant to this Section 2(a)2.1. The Selling Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a ; provided, that in the event of such withdrawal, such Selling Holders shall be responsible for all fees and expenses (including counsel fees and expenses) incurred by them prior to such withdrawal; and provided, further, that if all of the Selling Holders withdraw the Registrable Securities from any Demand Registration Statement is filed prior to the effective date of such Demand Registration and do not reimburse the Company for expenses payable by the Company pursuant to a Section 3.2 hereof and incurred by the Company in connection with such Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the such Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal shall be deemed to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration been effected pursuant to this Section 2(a)). Any 2.1, unless such withdrawn Registration Statement will not count withdrawal is as a Demand Registration and result of (i) a stop order (or notice from the Commission of the possibility of a stop order) received by the -5- 116 Company, or (ii) any breach by the Company of its obligations hereunder, in which case no reimbursement shall continue to be obligated to effect the number of Demand Registrations made or required to be effected immediately prior to made by the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)Selling Holders.

Effective Registration. The Except as specifically provided herein, the Company is only required to effect two four registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, unless it has been declared effective by the SEC and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, after it has become effective, (x) the offering of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (x) a registration requested pursuant to this Section 2(a) is deemed not to have been effected or (y) the registration requested pursuant to this Section 2(a) does not remain effective for the Effectiveness Period, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a). The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 2515% of the Registrable Securities(or Securities (or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 2515% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a))Statement. Any such Such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a).required

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, after it has become effective, (x) the offering of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the selling Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration), such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) 2.1 does not remain effective for a period of at least 90 days beyond the Effectiveness Periodeffective date (which period shall be extended one day for each day the applicable Prospectus cannot be delivered as a result of any event contemplated by Section 3(e)(v)) thereof or until the consummation of the distribution by the selling Holders of the Included Shares, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made an additional registration pursuant to this Section 2(a)2.1. The selling Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities Included Shares from a Demand Registration upon written notice to the Company at any time prior to the effective date of such Demand Registration. If at any time a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities Included Shares are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% a majority in the aggregate of the Warrant Shares and the then outstanding Registrable Securities(or such lesser number as permitted by Section 2(a) (i))Securities, the selling Holders who have not withdrawn their Registrable Securities Included Shares shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% a majority in the aggregate of the Warrant Shares and the then outstanding Registrable Securities (or such lesser number as permitted by Section 2(a) (i))Securities. If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a))Statement. Any such Such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made an additional registration pursuant to this Section 2(a)2.1.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand A Registration on the basis set forth herein). A registration Statement will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC and the Company has complied in a timely manner and in all material respects with all of its obligations under this Agreement with respect thereto; providedPROVIDED, HOWEVER, that if, after it such Registration Statement has become effective, (x) the offering of Registrable Securities pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agencyagency or court that prevents, or if any court prevents restrains or otherwise limits the sale of Registrable Securities pursuant to the registration (such Registration Statement for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior not attributable to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included any Holder participating in such registrationregistration and such Registration Statement has not become effective within a reasonable time period thereafter (not to exceed 45 days), such registration Registration Statement will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) a Demand Registration does not remain effective under the Securities Act until at least the earlier of (A) an aggregate of 180 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby, then such registration requested shall not count towards determining if the Company has satisfied its obligation to effect one Demand Registration pursuant to this Section 2(a) does 2.1. For purposes of calculating the 180-day period referred to in the preceding sentence, any period of time during which such Registration Statement was not remain effective for the Effectiveness Period, then such requested registration in effect shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made pursuant to this Section 2(a)excluded. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a).

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of Initial Registration unless the Company hereunder, unless it Registration Statement relating thereto has been declared effective by the SEC Commission and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, after it the Registration Statement has become effective, (x) the offering and/or sale of Registrable Securities pursuant to such registration Registration Statement is or becomes the subject of any stop order, injunction or other order or requirement of the SEC Commission or any other governmental or administrative agency, or if any court or other governmental or quasi-governmental agency prevents or otherwise limits the offer and/or sale of the Registrable Securities pursuant to the registration (for any reason Registration Statement, other than the act in each case primarily as a result of acts or omissions of the Holders) for the period of time contemplated hereby, Holders or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registrationany agent thereof, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) is deemed not to have been effected the Initial Registration or (yii) the registration requested pursuant Registration Statement relating to this Section 2(a) the Initial Registration does not remain effective for a period of at least one year beyond the Effectiveness Periodeffective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the Holders of the Registrable Securities included in such Registration Statement (such periods being referred to herein as the "Target Effective Periods"), then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made Registration pursuant to this Section 2(a)2.1. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration Statement at any time prior to the effective date of such Demand Registration. If a Initial Registration Statement is filed pursuant Statement; provided that in the event of such withdrawal, the Company shall have no obligation to a Demand Registration, and subsequently a sufficient number of effect an Initial Registration covering the Registrable Securities that are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted by Section 2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted by Section 2(a) (i)). If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a).

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected effective as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective effected by the SEC and the Company Demand Registrant has complied in all material respects with its obligations under this Agreement with respect thereto; provided, PROVIDED that if, after it has become effective, (x) the offering of the Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period holders of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registrationSecurities), such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a) 3.1 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) 3.1 does not remain effective for a period of at least 180 days beyond the Effectiveness Periodeffective date thereof or until the consummation of the distribution by the holders of the Included Securities, then such requested registration shall not count as a the Demand Registration and the Company Registrant shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made an additional registration pursuant to this Section 2(a)3.1. The Holders holders of Registrable Included Securities shall be permitted to withdraw all or any part of the Registrable Included Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If at any time a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Included Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted Securities held by Section 2(a) (i))all holders, the Holders holders who have not withdrawn their Registrable Included Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted held by Section 2(a) (i))all holders. If an additional number of Registrable Securities is not so included, the Company Demand Registrant may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Statement. Such withdrawn Registration Statement will not count as a Demand Registration effected pursuant to this Section 2(a)). Any such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made pursuant to this Section 2(a)3.1.

Effective Registration. The Company is only required to effect two registrations as Demand Registrations under this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed ---------------------- to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, Registration unless it has been declared effective by the SEC and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, -------- after it has become effective, (x) the offering of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Selling Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration), such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of unless the Company hereunderuses its best efforts to lift or remove such limitation, such limitation is removed within 90 days and the 180- day period referred to in the following sentence is extended by the number of days the registration was suspended. If (xi) a registration requested pursuant to this Section 2(a) 2.1 is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a) 2.1 does not remain effective for a period of at least 180 days beyond the Effectiveness Periodeffective date thereof or until the consummation of the distribution by the Selling Holders of the Included Shares, then such requested registration shall not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made an additional registration pursuant to this Section 2(a)2.1. The Selling Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities Included Shares from a Demand Registration at any time prior to the effective date of such Demand Registration. If at any time a Registration Statement is filed pursuant to a Demand Registration, and subsequently a sufficient number of the Registrable Securities Included Shares are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% of the Registrable Securities(or such lesser number as permitted Securities held by Section 2(a) (i))all Holders, the Selling Holders who have not withdrawn their Registrable Securities Included Shares shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% of the Registrable Securities (or such lesser number as permitted held by Section 2(a) (i))all Holders. If an additional number of Registrable Securities is not so includedincluded so that such Registration Statement does not cover at least 25% of the Registrable Securities held by all Holders, the Company may withdraw the Registration Statement (but, if such Statement. In the event that a Registration Statement is not withdrawnhas been filed and the Company withdraws the Registration Statement solely due to the occurrence of the events specified in the prior two sentences, such withdrawn Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a)). Any Registration; otherwise such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made a registration pursuant to this Section 2(a)2.1.

Effective Registration. The Except as specifically provided herein, the Company is only required to effect two registrations as Demand Registrations under Section 2.1(a)(ii) this Agreement (whether or not all of the Holders of Registrable Securities elect to participate in such Demand Registration on the basis set forth herein). A registration will not be deemed to have been effected as a Demand Registration, and thereby satisfy the obligation of the Company hereunder, unless it has been declared effective by the SEC and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, provided that if, after it has become effective, (x) the offering of Registrable Securities pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of Registrable Securities pursuant to the registration (for any reason other than the act or omissions of the Holders) for the period of time contemplated hereby, or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the Common Stock on the day prior to the occurrence of the Pending Event Suspension Period is greater than the market price of the Common Stock on the day that the Pending Event Suspension Period has terminated, and (C) the Holders do not sell all the Registrable Securities included in such registration, such registration will be deemed not to have been effected as a Demand Registration for purposes of satisfying the obligation of the Company hereundereffected. If (xi) a registration requested pursuant to this Section 2(a2.1(a)(ii) is deemed not to have been effected or (yii) the registration requested pursuant to this Section 2(a2.1(a)(ii) does not remain effective for the Effectiveness Period, then such requested registration the Company shall not count as be deemed to have effected a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time such request had been made its obligations pursuant to this Section 2(a)2.1(a)(ii) will continue. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration. If at any time a Registration Statement is filed pursuant to a Demand RegistrationRegistration under Section 2.1(a)(ii), and subsequently a sufficient number of the Registrable Securities are withdrawn from the Demand Registration so that such Registration Statement does not cover that number of Registrable Securities at least equal to 25% one-half of the Registrable Securities(or Securities of the Purchaser Holders outstanding as of such lesser number as permitted by Section 2(a) (i))date, the Holders who have not withdrawn their Registrable Securities shall have the opportunity to include an additional number of Registrable Securities in the Demand Registration so that such Registration Statement covers that number of Registrable Securities at least equal to 25% one-half of the Registrable Securities (or of the Purchaser Holders outstanding as of such lesser number as permitted by Section 2(a) (i))date. If an additional number of Registrable Securities is not so included, the Company may withdraw the Registration Statement (but, if such Registration Statement is not withdrawn, such Registration Statement will count as a Demand Registration effected pursuant to this Section 2(a))Statement. Any such Such withdrawn Registration Statement will not count as a Demand Registration and the Company shall continue to be obligated to effect the number of Demand Registrations required to be effected immediately prior to the time the request with respect to such withdrawn Registration Statement was made registration pursuant to this Section 2(a2.1(a)(ii). Except as set forth in the last sentence of Section 2.1(c), without the prior written consent of the Holders of the Requisite Shares no other securityholder of the Company shall be permitted to include their securities in a Demand Registration pursuant to Section 2.1(a)(ii).