Common use of Form S-3 Registration Clause in Contracts

Form S-3 Registration. In case the Company shall receive from Preferred Stock Holders a written request that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agrees: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a request, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification, or compliance pursuant to this Section 3.4 if (i) Form S-3 is not available for such offering by the Holders; (ii) the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; (iii) the Company furnishes to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Preferred Stock Holders under this Section 3.4, provided, however, that the Company shall not utilize this right more than once in any eighteen (18) month period; or (iv) the Company has effected two (2) registrations on Form S-3 (or its then equivalent) pursuant to this Section 3.4 during such calendar year and such registrations have been declared or ordered effective and the sales of Registrable Securities under such registration statement have closed. (c) Registrations effected pursuant to this Section 3.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 3.11, for securities then held by Investors, (1) if (i) Form S-3 is not available for such offering by the Holders; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2,000,000300,000; (iii3) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 3.11; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) twelve month period; or (iv4) if the Company has has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 during 3.11; or (5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (c) subject to the foregoing, prepare and file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to this Section 3.11, including (without limitation) all registration, filing and qualification, printer's and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees (up to $7,500) and disbursements of one counsel for the selling Holders (selected by a majority in interest of the participating Holders), but excluding any underwriters' discounts or commissions associated with Registrable Securities which shall be allocated to or among the selling Holders pursuant to the underwriting agreement, shall be borne by the Company. Registrations effected pursuant to this Section 3.4 3.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 3.1 or 3.33.2, respectively.

Form S-3 Registration. In case the Company shall receive from Preferred Stock Holders any Stockholder or Stockholders a written request or requests that the Company effect a registration (a “Form S-3 Registration”) on Form S-3 or any successor or similar form promulgated under the Securities Act (“Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), ”) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder Stockholder or Preferred Stock HoldersStockholders, the Company agreesshall: (a) to promptly give written notice of the proposed registration, Form S-3 Registration and any related qualification or compliance, compliance to all other HoldersStockholders; and (b) as soon as practicable after receiving such a request, to effect such registration Form S-3 Registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock HoldersStockholder’s or Stockholders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders Stockholder or Stockholders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company; provided, however, that that, the Company shall not be obligated to effect any such registrationForm S-3 Registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if (i) if Form S-3 is not then available for such offering by the HoldersStockholders; (ii) if the HoldersStockholders, together with the holders of any other securities of the Company entitled to inclusion in such registrationForm S-3 Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $2,000,00020 million; (iii) if the Company furnishes shall furnish to the Holders Stockholders a certificate signed by the President president of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration, qualification and compliance to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Preferred Stock Holders Stockholder or Stockholders under this Section 3.4, 4.5; provided, however, that the Company shall not utilize this the foregoing right more than once in any eighteen twelve (1812) month period; or (iv) in any particular jurisdiction in which the Company has effected would be required to qualify to do business or to execute a general consent to service of process in effecting such Form S-3 Registration, qualification or compliance. The Company shall bear all expenses incurred in connection with any Form S-3 Registration with respect to up to two (2) such registrations on per calendar year, including (without limitation) all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of counsel for the selling Stockholder or Stockholders. With respect to any additional Form S-3 (or its then equivalent) Registrations requested pursuant to this Section 3.4 during such calendar year 4.5, all expenses incurred in connection therewith, including (without limitation) all registration, filing, qualification, printers and such registrations have been declared or ordered effective accounting fees and the sales reasonable fees and disbursements of Registrable Securities under counsel for the selling Stockholder or Stockholders shall be borne by the holders of such registration statement have closedsecurities pro rata on the basis of the number of shares so registered. (c) Registrations effected pursuant to this Section 3.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3.

Form S-3 Registration. In case the Company shall receive from Preferred Stock the Holders of forty percent (40%) or more of the Registrable Securities a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 section 1.12: (1) if (i) Form S-3 is not available for such offering by the Holders; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2,000,0005,000,000; (iii3) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.12; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) twelve month period; or (iv4) if the Company has has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 during such calendar year and such registrations have been declared or ordered effective and the sales of Registrable Securities under such registration statement have closed1.12. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of Holders' Counsel and counsel for the Company, shall be borne pro rata by the Holder or Holders participating in the Form S-3 Registration. Registrations effected pursuant to this Section 3.4 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3Section 1.2.

Form S-3 Registration. In case the Company shall receive from Preferred Stock the (i) Initiating Holders (as such term is defined in section 1.2 above) or (ii) the Holders of the majority in interest of the Founder Registrable Securities ("Initiating Founders"), a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreesshall: (ai) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (bii) use best efforts to effect, as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 section 1.4: (a) if (i) Form S-3 is not available for such offering by the Holders; ; (iib) the Holders, together with the holders of any other securities of if the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; (iii) the Company furnishes shall furnish to the Holders a certificate signed by the President Chairman of the Board of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.4; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) twelve month period; or (iv) the Company has effected two (2) registrations on Form S-3 (or its then equivalent) pursuant to this Section 3.4 during such calendar year and such registrations have been declared or ordered effective and the sales of Registrable Securities under such registration statement have closed.; (c) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (iii) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.4 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Sections 3.2 or 3.31.2.

Form S-3 Registration. In case From and after the Company shall receive from Preferred Stock first anniversary of the Company’s Initial Offering, if any Holder or Holders a written request of Registrable Securities requests that the Company effect a registration on Form S-3 (or any successor to Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), and ) or any related qualification or compliance with respect to all or similar short-form registration statement for a part public offering of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock HoldersSecurities, the Company agreesshall use its best efforts to: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) as soon as practicable after receiving such a practicable, but in no event later than sixty (60) days following the request, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification, qualification or compliance pursuant to this Section 3.4 if 2.3: (i) if Form S-3 is not available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public public, of less than $2,000,000; 1,000,000; (iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.3, the Company furnishes gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; or (iv) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.3 a certificate signed by the President Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 2.3; provided, however, that such right to delay a request under this Section 2.3(b)(iv) shall be exercised by the Company shall not utilize this right more than once twice in any eighteen (18) 12 month period; or (iv) the Company has effected two (2) registrations on Form S-3 (or its then equivalent) pursuant to this Section 3.4 during such calendar year and such registrations have been declared or ordered effective and the sales of Registrable Securities under such registration statement have closed. (c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.4 2.3 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3Section 2.1.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), ) or any similar short form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen thirty (1530) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification, qualification or compliance pursuant to this Section 3.4 if 2.4: (i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, Holders propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than Two Million Dollars ($2,000,000; ); (iii) if within thirty (30) days after receipt of a written request from the Holders pursuant to Section 2.4, the Company furnishes gives notice to the Holders of the Company’s intention to make a public offering within ninety (90) days; provided, that, at such time as the offering is abandoned or becomes unlikely to be completed within such ninety (90) day period, the Company shall proceed with the registration in accordance with this Section 2.4; (iv) if the Company shall furnish to the Holders a certificate signed by the President of the Company CEO stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously materially detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at filed because such timeaction (i) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (ii) would render the Company unable to comply with requirements under the Securities Act or Exchange Act, in which event the Company shall have the right to defer the taking action with respect to such filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Preferred Stock Holders under this Section 3.4, Initiating Holders; provided, however, that the Company shall may not utilize this right more than once in any eighteen twelve (18) month 12)-month period; or or (ivv) if the Company has has, within the twelve (12)-month period preceding the date of such request, already effected two (2) registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 during such calendar year and such registrations have been declared or ordered effective and 2.4. Subject to the sales of foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities under such registration statement have closed. (c) and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.4 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3Section 2.2.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders of Registrable Securities a written request or requests (the "Request Notice") that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), and any related qualification or compliance S-3 with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly no later than five (5) days following the date of the Request Notice, give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) as soon as practicable after receiving such a requestno later than thirty (30) days following the date of the Request Notice, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such requestthe Request Notice, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification, qualification or compliance pursuant to this Section 3.4 if 2.2: (i) if Form S-3 is not available for such offering by the Holders; or (ii) the Holders, together with the holders of any other securities of if the Company entitled to inclusion in has previously effected three (3) such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000registrations; or (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the President Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, provided, however, 2.4; provided that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any eighteen twelve (1812) month period; or or (iv) in any particular jurisdiction in which the Company has effected two (2) registrations on Form S-3 (would be required to qualify to do business or its then equivalent) pursuant to this Section 3.4 during execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (c) Registrations effected Subject to the foregoing, the Company shall file as provided in this Agreement a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. All registration expenses incurred in connection with registrations requested pursuant to this Section 3.4 2.2 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3paid by the Company excluding brokerage fees and commissions, if any.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly within ten (10) calendar days after receipt of such notice, give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) as soon as practicable reasonably practicable, and in any event within forty-five (45) calendar days after receiving the date such a requestrequest is given by such Holder or Holders, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) calendar days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification, qualification or compliance pursuant to this Section 3.4 2.4, (A) if (i) Form S-3 is not available to the Company for such offering, (B) if the aggregate proceeds from the sale of Registrable Securities proposed to be sold pursuant to a Form S-3 will not exceed $2,000,000, (C) in any twelve month period, after the Company has effected four (4) registrations pursuant to this Section 2.4 in any such twelve month period, and such registrations have been declared or ordered effective; provided that at least one (1) such registration was effected on behalf of the Holders holding Common Stock issued or issuable upon conversion of the Series A Preferred (other than Landmark Registrable Securities), at least one (1) such registration was effected on behalf of the Holders holding Landmark Registrable Securities, at least one (1) such registration was effected on behalf of the Holders holding Series B Preferred, and at least one (1) such registration was effected on behalf of the Holders holding Series B-1 Preferred, (D) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering by the Holders; (ii) the Holders, together with the holders of any other securities of the Company entitled within ninety (90) days, other than pursuant to inclusion in such registrationa Special Registration Statement, propose to sell Registrable Securities and such other securities or (E) if any) at an aggregate price to the public of less than $2,000,000; (iii) the Company furnishes shall furnish to the Holders a certificate signed by the President Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.42.4; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve month period. Subject to the foregoing, provided, however, that the Company shall not utilize this right more than once in any eighteen (18) month period; or (iv) the Company has effected two (2) registrations on file a Form S-3 (or its then equivalent) pursuant to this Section 3.4 during such calendar year and such registrations have been declared or ordered effective and registration statement covering the sales of Registrable Securities under such registration statement have closed. (c) and other securities so requested to be registered as soon as reasonably practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 3.4 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 Section 2.2 or 3.32.3, respectively.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, subject S-3 (which request shall state the number of shares of Registrable Securities to the limitations and qualifications set forth in Section 3.4(b), be disposed of) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.7: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $2,000,0001,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty one hundred twenty (60120) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.7; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) twelve month period; or (iv) if the Company has has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 1.7; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement that was subject to Section 1.6; or (vii) during the period ending one hundred eighty (180) days after the effective date of the most recent registration pursuant to a request under Section 1.5. The Company shall not be required to maintain and keep any such calendar year and registration on Form S-3 effective after the earlier to occur of (x) one hundred twenty (120) days from the date of effectiveness of such registrations have been declared registration statement, or ordered effective and (y) such date as the sales disposition of the Registrable Securities under subject to such registration statement have closedhas been completed. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.4 1.7 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 1.5 or 3.31.6, respectively.

Form S-3 Registration. In case the Company shall receive Corporation receives from Preferred Stock the Demand Holders a written request or requests that the Company Corporation effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), and any related qualification or compliance S-3 with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Demand Holders, then the Company agreesCorporation shall: (ai) to promptly Promptly give written notice of the proposed registration, registration and any related qualification or compliance, the Demand Holders request therefor to all other HoldersHolders of Registrable Securities; and (bii) as As soon as practicable after receiving such a request, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Companyregistration; provided, however, that the Company Corporation shall not be obligated to effect any such registration, qualification, qualification or compliance pursuant to this Section 3.4 5(e): (A) if (i) Form S-3 is not available for such offering by the Holders; (iiB) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, Holders propose to sell Registrable Securities and such other securities (if any) at an aggregate gross offering price to the public of less than $2,000,000500,000.00; (iiiC) if the Company Corporation has, within the six (6)-month period preceding the date of such request, already effected one registration on Form S-3 for the Holders pursuant to this Section 5(e); (D) if the Corporation furnishes to the Holders of Registrable Securities a certificate signed by the President or Chief Executive Officer of the Company Corporation stating that (1) the Corporation is planning to file a registration statement in connection with an underwritten public offering within 120 days of such request for registration, or (2) in the good faith judgment of the Board of Directors of the CompanyCorporation, it would be seriously detrimental to the Company Corporation and its stockholders for such Form S-3 registration statement to be effected filed at such time, in which event the Company Corporation shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Preferred Stock Holders holders of Registrable Securities under this Section 3.4, 5(e); provided, however, that the Company shall may not utilize this right more than once in any eighteen twelve (18) month 12)-month period; or (ivE) in any particular jurisdiction in which the Company has effected two Corporation would be required to qualify to do business or to execute a general consent to service of process in order to effect such registration in compliance with all applicable laws. (2iii) registrations on Subject to the foregoing, the Corporation shall file a Form S-3 (or its then equivalent) registration statement covering the Registrable Securities to be registered pursuant to this Section 3.4 during 5(e) as soon as practicable after receipt of the request or requests of the requisite Holders for such calendar year and such registrations have been declared or ordered effective and the sales of Registrable Securities under such registration. All registration statement have closed. (c) Registrations effected expenses incurred in connection with a registration pursuant to this Section 3.4 5(e) (other than underwriters’ discounts and commissions which shall not be counted as demands for borne proportionately by Holders participating in a registration or registrations effected pursuant to Sections 3.2 or 3.3this Section 5(e)) shall be borne by the Corporation.

Form S-3 Registration. In case the Company shall receive from Preferred Stock the Holders of at least fifty percent (50%) of the Registrable Securities a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), and any related qualification or compliance S-3 with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreesshall: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use commercially reasonable efforts to effect, as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.4: (i) if Form S-3 is not available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $2,000,000; 3,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty one hundred twenty (60120) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.4; provided, however, that the Company shall not utilize this right more than once twice in any eighteen twelve (1812) month period; or ; (iv) if the Company has has, within the twelve (12) month period preceding the date of such request, already effected two one (21) registrations registration on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 during 1.4; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requisite request or requests of the Holders. Registrations effected pursuant to this Section 3.4 1.4 shall not be counted as demands a request for registration or registrations effected pursuant to Sections 3.2 or 3.3Section 1.2.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders of a majority of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 2.3: (i) if Form S-3 is not available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $2,000,000; 10,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected filed, become effective or remain effective at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 2.3; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) 12-month period; or ; (iv) if the Company has has, within the 12-month period preceding the date of such request, already effected two (2) registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 2.3; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction; or (vi) during such calendar year and such registrations have been declared or ordered the period ending 180 days after the effective and the sales date of Registrable Securities under such a registration statement have closedsubject to Section 2.1 or Section 2.2. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.4 2.3 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.32.1.

Form S-3 Registration. In case (a) Beginning 90 days after the Company is eligible to register Registrable Securities on Form S-3, each Holder shall receive from Preferred Stock Holders a written request that have the right to demand the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), and any related qualification or compliance with respect to all or a part of the its Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agrees: (a) to promptly give written notice of the proposed registration, on Form S-3 and any related qualification or compliance. Upon receipt of written request, to all other Holders; and (b) the Company shall, as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holders’ Holder's Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification, qualification or compliance pursuant to this Section 3.4 if 3: (i) if Form S-3 is not available for such offering by the Holders; Holder; (ii) if the HoldersHolder, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than Five Million Dollars ($2,000,000; 5,000,000); (iii) if the Company furnishes shall furnish to the Holders Holder a certificate signed by the President or Chief Executive Officer of the Company stating that that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement no more than once during any twelve (12) month period for a period of not more than sixty one hundred eighty (60180) days after following receipt of the request of the Preferred Stock Holders Holder under this Section 3.4, 3; (iv) if the Company has already effected one (1) registration on Form S-3 pursuant to this Section 3 in which the Holder's Registrable Securities were included; provided, however, that if all of Holder's Registrable Securities were not included in the prior registration as a result of cutback provisions imposed by a managing underwriter pursuant to Section 2(d) above, then Holder shall have the right to demand one (1) additional registration on Form S-3; (v) in any particular jurisdiction in which the Company shall not utilize this right more than once would be required to qualify to do business or to execute a general consent to service of process in any eighteen (18) month period; effecting such registration, qualification or (iv) the Company has effected two (2) registrations on Form S-3 (or its then equivalent) pursuant to this Section 3.4 during such calendar year and such registrations have been declared or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (c) Registrations effected pursuant to this Section 3.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock HoldersHolders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000), the Company agreeswill within twenty (20) days after receipt of any such request: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use all commercially reasonable efforts to effect, as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,0005,000,000(net of any underwriters’ discounts or commissions); (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.4; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) 12-month period; or (iv) if the Company has has, within the 12-month period preceding the date of such request, already effected two (2) registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 1.4; (v) in any jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during such calendar year and such registrations have been declared or ordered the period ending 180 days after the effective and the sales date of Registrable Securities under such a registration statement have closedsubject to Section 1.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.4 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 1.2 or 3.31.3, respectively.

Form S-3 Registration. In case the Company shall receive from Preferred Stock Holders the Holder a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), ) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holdersthe Holder, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (bA) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holders’ the Holder's Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification, qualification or compliance pursuant to this Section 3.4 2.2: (I) if (i) Form S-3 (or any successor or similar form) is not available for such offering by the Holders; Holder, or (iiII) if the HoldersHolder, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; 1,000,000, or (iiiIII) if the Company furnishes shall furnish to the Holders Holder a certificate signed by the President Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholder for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty one hundred eighty (60180) days after receipt of the request of the Preferred Stock Holders Holder under this Section 3.4, 2.2: provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any eighteen twelve (1812) month period; or , or (ivIV) if the Company has has, within the twelve (12) month period preceding the date of such request, already effected two one (21) registrations registration on Form S-3 (or its then equivalent) for the Holder pursuant to this Section 3.4 during 2.2, or (V) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (cB) Registrations effected Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request by the Holder. All such Registration Expenses incurred in connection with registrations requested pursuant to this Section 3.4 2.2 after the first registration shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3paid by the Holder.

Form S-3 Registration. In case the Company shall receive from Preferred Stock the Holders of Registrable Securities (for purposes of this Section 1.4, the “Required Holders”) a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock HoldersHolders (an “S-3 Registration Request”), the Company agreesshall: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders (an “S-3 Registration Notice”); and (b) use all commercially reasonable efforts to effect, as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the CompanyS-3 Registration Notice; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.4: (i) if Form S-3 is not available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $2,000,000; 5,000,000; (iii) if the Company furnishes shall furnish to the Holders requesting a Registration Statement pursuant to this Section 1.4 a certificate signed by the President Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration Statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of S-3 Registration Request, provided that such right shall be exercised by the Preferred Stock Holders under this Section 3.4, provided, however, Company not more than once in any twelve (12)-month period and provided further that the Company shall not utilize this right more register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than once a registration relating solely to the sale of securities of participants in any eighteen (18) month period; a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (iv) if the Company has effected has, within the twelve (12) month period preceding the date of such request, already filed two (2) registrations Registration Statements on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 during such calendar year 1.4, and such registrations Registration Statements have been declared or ordered effective and have remained effective for the sales time period required by Section 1.5(a)(i) below; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of Registrable Securities process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required under such registration statement have closedthe Act. (c) If the Required Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2). (d) Subject to the foregoing, the Company shall file a Registration Statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Required Holders. Registrations effected pursuant to this Section 3.4 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Sections 3.2 or 3.31.2.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holders’ Holder's Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 1.12: (1) if (i) Form S-3 is not available for such offering by the Holders; (ii2) the Holders, together with the holders of any other securities of if the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; (iii) the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.12; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) twelve month period; or (iv3) if the Company has already effected two (2) five registrations on Form S-3 (or its then equivalent) in the aggregate for the Holders pursuant to this Section 3.4 during such calendar year 1.12 or pursuant to Section 1.2; (4) if SEC rules and such registrations have been declared or ordered effective and regulations require the sales Company to conduct a special audit (not including an audit covering the end of Registrable Securities under the Company's fiscal year) in order to effect such registration statement have closed(unless resulting from a Company delay under clause (2) above); or (5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be paid by the Company. Registrations effected pursuant to this Section 3.4 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 1.2 or 3.31.3, respectively.

Form S-3 Registration. In case If the Company shall receive from Preferred Stock Holders any Holder or Holder(s) owning in the aggregate at least fifty percent (50%) of the then-outstanding Registrable Securities a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock HoldersHolder(s), the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolder(s); and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be reasonably so requested and as would permit or and facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders Holder(s) joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect cause any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.2 to become effective: (i) if Form S-3 is not available for such offering by the Holders; Holder(s); (ii) if the HoldersHolder(s), together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2,000,000; 20,000,000; (iii) if the Company furnishes shall furnish to the Holders Holder(s) a certificate signed by the President Chief Executive Officer or Chief Financial Officer of the Company stating that in the good faith judgment of the Board of Directors of the Companysuch officer, it would be seriously detrimental to the Company and its stockholders Stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Preferred Stock Holders Holder or Holder(s) under this Section 3.41.2; (iv) if the Company has already effected one (1) registration on Form S-3 for any Holder pursuant to this Section 1.2; or (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement on Form S-3 covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holder(s) (but no later than thirty (30) days following the Company's receipt of such request). All expenses incurred in connection with a registration requested pursuant to this Section 1.2, including (without limitation) all registration, filing, qualification, printer and accounting fees, shall be borne by the Company; provided, however, that the Company shall not utilize be required to pay for any expenses of any registration begun pursuant to this right more Section 1.2 if the registration request is subsequently withdrawn at the request of the Holder, unless, at the time of such withdrawal, the Holder has learned of a material adverse change in the condition of the Company from that known to the Holder at the time of its request and has withdrawn the request with reasonable promptness upon obtaining knowledge of such material adverse change. The Company shall not be required to pay any underwriters' or brokers' fees, discounts or commissions relating to the Registrable Securities, or the fees or expenses of separate counsel to the Holder(s). (d) If a Holder intends to sell Registrable Securities pursuant to this Section 1.2, such Holder shall submit written notice to the Company (a "Notice of Sale") by facsimile transmission of such intention which shall include the name of the Holder, the number of shares of Registrable Securities that such Holder intends to sell and the Holder's telephone and facsimile numbers. The Company agrees not to disclose or permit disclosure of a Notice of Sale to third parties, other than once to directors, officers, employees, consultants and agents of the Company, including the Company's counsel and transfer agent, who have the need to know of the existence of the Notice of Sale. (If the Notice of Sale is actually received in any eighteen a day other than a business day, it will be deemed received on the next business day; the date on which the Notice of Sale is received is referred to as the "Notice Date;" the time on which the Notice of Sale is received is referred to as the "Notice Time".) Upon receiving a Notice of Sale from a Holder, the Company will notify the Holder as soon as reasonably practicable (18but in no event later than the same time as the Notice Time on the next business day following the Notice Date) month period; or whether (ivi) the Company has effected believes that the prospectus contained in the Registration Statement, as then amended or supplemented, is available for immediate use, whereupon the Company shall so notify the Holder(s) and the Holder(s) will have a period of five (5) days following such notification in which to sell its Registrable Securities or (ii) the Company believes that it is necessary or appropriate to file a supplement or file a post-effective amendment to the registration statement or the prospectus or any document incorporated therein by reference or file any other report or document so that, as thereafter delivered to the purchasers of the Registrable Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading (a "Prospectus Update"). If the Company notifies the Holder(s) that it believes it may be necessary or appropriate to effectuate a Prospectus Update and the Company is not exercising any right it may have under Section 1.2(e) to postpone the Prospectus Update, the Company will thereupon use all reasonable efforts to effectuate such Prospectus Update as soon as reasonably possible, and not later than three (3) business days after the Notice of Sale is received by the Company, except that the Company will have up to an additional two (2) registrations on Form S-3 business days to effectuate such Prospectus Update if, because of the particular circumstances involved, the Company could not effectuate the Prospectus Update earlier, despite all reasonable diligence. As soon as the Prospectus Update has been effectuated, the Company will notify each Holder who has submitted a Notice of Sale that the prospectus is available for use, whereupon each such Holder will have a period of five (5) days in which to sell its Registrable Securities. (e) The Company will be entitled to postpone, for the minimum period provided below, the filing of any Prospectus Update otherwise required to be prepared and filed by it pursuant hereto if, at the time it receives a Notice of Sale, the Company determines in its reasonable judgment, after consultation with counsel, that (i) the Company would be required to prepare and file any financial statements (other than those it customarily prepares or before it customarily files such financial statements), (ii) the Company would be required to file an amendment to the registration statement to describe facts or events which individually or in the aggregate represent a fundamental change in the information contained in the registration statement within the meaning of Item 512 of Regulation S-K promulgated under the Securities Act, or (iii) the filing would require the premature announcement of any financing, acquisition, corporate reorganization, contract or other material corporate transaction or development involving the Company such as the Company reasonably determines would be materially detrimental to the interests of the Company and its then equivalentStockholders. The postponement will be for the minimum period reasonably required for the Company to prepare and file the necessary documents, in the case of a postponement pursuant to (i) or (ii) above, or the minimum period reasonably required to avoid such premature disclosure, in the case of (iii) above, and which period will not be in excess of thirty (30) days unless, because of the unusual nature of the particular circumstances, it is necessary that the period extend beyond thirty (30) days. The Company will promptly give each Holder who has submitted a Notice of Sale notice of any postponement exercised pursuant to this Section 3.4 during such calendar year and such registrations have 1.2(e). As soon as the Prospectus Update has been declared or ordered effective and the sales of Registrable Securities under such registration statement have closed. (c) Registrations effectuated following a postponement effected pursuant to this Section 3.4 1.2(e), the Company will notify each Holder who has submitted a Notice of Sale that the prospectus is available for use, whereupon each such Holder will have a period of five (5) days in which to sell its Registrable Securities. (f) The Holder(s) may not sell shares of Registrable Securities under this Section 1.2 without first (i) complying with the Notice of Sale requirements of Section 1.2(d) and (ii) allowing the Company to prepare Prospectus Updates (including any permitted postponements thereof) as set forth in Sections 1.2(d) and (e). A Holder will submit a Notice of Sale only if in good faith it actually intends to sell the Registrable Securities within such five (5) day period and with the understanding that a Notice of Sale is to be made only on the occasion that the sale of Registrable Securities is actually contemplated and not on a continual basis. A Holder will notify the Company by facsimile transmission promptly after it has completed or otherwise ceased sales following submission of a Notice of Sale. The Holder(s) will provide to the Company all information in the Holder(s)' possession or control, and will take all actions, as may be required in order to permit the Company to comply with all applicable requirements of the Securities Act and any applicable state securities laws. (g) Under no circumstances shall not the Company be counted as demands for required to keep a registration or registrations effected statement effective and available pursuant to this Section 1.2 for greater than one (1) year (which period includes any periods of delay permitted under Sections 3.2 or 3.31.2(d) and (e) above).

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use commercially reasonable efforts, as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $2,000,000500,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.4; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) 12-month period; or (iv) if the Company has has, within the 12-month period preceding the date of such request, already effected two (2) registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 1.4; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during such calendar year and such registrations have been declared or ordered the period ending 180 days after the effective and the sales date of Registrable Securities under such a registration statement have closedsubject to Section 1.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.4 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 1.2 or 3.31.3, respectively.

Form S-3 Registration. In case the Company shall receive from Preferred Stock Holders any Holder a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 2.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $2,000,0001,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders holders of capital stock for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 2.4; provided, however, that the Company shall not utilize this right (collectively with the similar right under subsection 2.2(c)) more than once in any eighteen (18) 12-month period; or (iv) if the Company has has, within the 12-month period preceding the date of such request, already effected two (2) registrations one registration on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 2.4; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance where the Company is not otherwise qualified or subject to the jurisdiction thereof; or (vi) during such calendar year and such registrations have been declared or ordered the period ending 180 days after the effective and the sales date of Registrable Securities under such a registration statement have closedsubject to Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.4 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 2.2 or 3.32.3, respectively.

Form S-3 Registration. In case Subject to the terms and conditions of this Agreement, on or before the date that is six (6) months following the Closing (the "S-3 DATE"), the Company shall receive from Preferred Stock Holders a written request that will file with the Company effect SEC a registration statement on Form S-3, subject S-3 and will use its best efforts to the limitations and qualifications set forth in Section 3.4(b), effect such registration and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holdersthe Holders as soon as practicable thereafter. If the Company does not file with the SEC a registration statement on Form S-3 by the date that is 30 days after the S-3 Date (the "S-3 Filing Deadline"), the Company agreesagrees to pay the Purchasers, as liquidated damages, an amount equal to Two Hundred Fifty Thousand Dollars ($250,000) on the day immediately after the S-3 Filing Deadline, provided however, that notwithstanding the above, the Company shall not pay any such damages if the Company defers filing a registration statement on Form S-3 pursuant to subsection 1.2(b)(i) or subsection 1.2(b)(ii) below. Accordingly, the Company will: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and; (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested necessary and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Holders' Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the CompanySecurities; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 1.2 if (i) Form S-3 is not available for such offering by the Holders; (ii) the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; (iii) the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a reasonable period of time, which shall not more than sixty exceed thirty (6030) days after receipt of the request of the Preferred Stock Holders S-3 Filing Deadline, under this Section 3.41.2 or (ii) if Form S-3 is not available for such offering by the Holder(s), provided, however, that the if Form S-3 is not available, Company shall not utilize this right more than once in any eighteen (18) month period; or (iv) file the Company has effected two (2) registrations on Form S-3 registration statement once it is available; and (or its then equivalentc) any and all expenses incurred in connection with a registration requested pursuant to this Section 3.4 during 1.2 shall be borne by the Company, including all registration, filing, qualification, printers' and accounting fees but excluding any underwriters' discounts or commissions and any fees and disbursements of any counsel for the selling Holders (such calendar year and such registrations have been declared fees or ordered effective and discounts, if any, to be borne pro rata by the sales of Registrable Securities under such registration statement have closedHolders participating in the registration). (c) Registrations effected pursuant to this Section 3.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holders’ Holder’s Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 2.11: (i) if Form S-3 is not available for such offering by the Holders; (ii) the Holders, together with the holders of any other securities of if the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; (iii) the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the CompanyDirectors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 2.11; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) twelve-month period; or (iii) if the participating Holders include the Investor and the aggregate price to the public of the shares to be registered on Form S-3 is less than $1,000,000 (unless all Holders of Registrable Securities are participating and selling all Registrable Securities that they hold); (iv) after the Company has effected two three (23) registrations on Form S-3 (or its then equivalent) pursuant to this Section 3.4 during such calendar year 2.11 and such registrations have been declared or ordered effective effective; and (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 2.11, including, without limitation, all registration, filing, qualification, printer’s and accounting fees and the sales reasonable fees and disbursements of one counsel for the selling Holder or Holders and counsel for the Company not in excess of $50,000, but excluding any underwriters’ discounts or commissions associated with Registrable Securities under such registration statement have closed. (c) Securities, shall be borne by the Company. Registrations effected pursuant to this Section 3.4 2.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3Section 2.1.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders of not less than fifty percent (50%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and; (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 10.3: (1) if (i) Form S-3 is not available for such offering by the Holders; (ii2) the Holders, together with the holders of any other securities of if the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; (iii) the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 10.3; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) twelve month period; or (iv3) if the Company has has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders; or (4) in any particular jurisdiction in which the Company would be required to qualify to do business or its then equivalent) pursuant to this Section 3.4 during execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closed.compliance; and (c) Registrations effected pursuant Subject to this Section 3.4 the foregoing, the Company shall not file a registration statement on Form S-3 covering the Registrable Securities and other securities so requested to be counted as demands for registration registered promptly after receipt of the request or registrations effected pursuant to Sections 3.2 or 3.3requests of the Holders.

Form S-3 Registration. In case the Company shall receive from Preferred Stock Holders a written request that or requests (i) from any Holder or Holders of at least twenty percent (20%) of the Registrable Securities then outstanding (other than Vulcan Ventures Incorporated ("Vulcan")) or (ii) from Vulcan, provided Vulcan then holds Registrable Securities with an aggregate offering price of at least $40 million, that, in each case, the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, Holders propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000500,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.4; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) twelve month period; or (iv) if the Company has has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 1.4; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during such calendar year and such registrations have been declared or ordered the period ending one hundred eighty (180) days after the effective and the sales date of Registrable Securities under such a registration statement have closedsubject to Section 1.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.4 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 1.2 or 3.31.3, respectively.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the anticipated aggregate gross offering price to the public of which would not be less than $1,000,000, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any any, related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, use its best efforts to effect such registration registration, up to two (2) per year, and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate gross price to the public of less than $2,000,0001,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.4; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) twelve month period; or (iv) if the Company has has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 1.4; or (v) during such calendar year and such registrations have been declared or ordered the one hundred eighty (180) days after the effective and the sales date of Registrable Securities under such a registration statement have closedsubject to Section 1.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.4 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3Section 1.2.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $2,000,0005,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.4; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) 12-month period; or (iv) if the Company has has, within the 12-month period preceding the date of such request, already effected two (2) registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 1.4; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during such calendar year and such registrations have been declared or ordered the period ending 180 days after the effective and the sales date of Registrable Securities under such a registration statement have closedsubject to Section 1.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.4 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 1.2 or 3.31.3, respectively.

Form S-3 Registration. In case the Company shall receive from Preferred Stock Holders Holder a written request that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock HoldersHolder, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holders’ Holder's Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 2.9: (1) if (i) Form S-3 is not available for such offering by the HoldersHolder; (ii2) the Holdersif Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose proposes to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2,000,0001,000,000; (iii3) if the Company furnishes shall furnish to the Holders Holder a certificate signed by the President of the Company stating that that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Preferred Stock Holders Holder under this Section 3.4, 2.9; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) twelve-month period; or (iv4) if the Company has already effected two (2) three registrations on Form S-3 (or its then equivalent) for the Holder pursuant to this Section 3.4 during 2 or holders of registrable securities pursuant to Section 1.12 of the Investors Rights Agreement; or (5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (cb) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities as soon as practicable after receipt of the request of Holder. All expenses incurred in connection with a registration requested pursuant to this Section 2.9, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of one counsel for the selling stockholders participating in such registration and counsel for the Company, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 3.4 2.9 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 Section 2.1. (c) Following the effectiveness of a registration statement filed pursuant to this section 2.9, the Company may, at any time, suspend the effectiveness of such registration statement for up to 60 days, as appropriate (a "Suspension Period"), by giving notice to Holder, if the Company shall have determined that the Company may be required to disclose any material corporate development which disclosure may have a material adverse effect on the Company. Notwithstanding the foregoing, no more than one Suspension Period may occur in any 12-month period. The period of any such suspension of the registration statement shall be added to the period of time the Company agrees to keep the registration statement effective as provided in Section 2.2. Company shall use its reasonable efforts to limit the duration and number of any Suspension Periods. Holder agrees that, upon receipt of any notice from the Company of a Suspension Period, such Holder shall forthwith discontinue disposition of shares covered by such registration statement or 3.3prospectus until such Holder (i) is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) has received copies of a supplemental or amended prospectus, if applicable, and (iii) has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), ) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification, qualification or compliance pursuant to this Section 3.4 if 2.4: (i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($2,000,000; 1,000,000); (iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company furnishes gives notice to such Holder or Holders of the Company's intention to make a public offering within ninety (90) days; (iv) if the Company shall furnish to the Holders a certificate signed by the President Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 2.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once twice in any eighteen twelve (1812) month period; or , or (ivv) if the Company has has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 during such calendar year and such registrations have been declared 2.4 (unless the registration is requested by one or ordered effective and more of the sales of Registrable Securities under Major Holders, in which case the Company shall not be excused from effecting such registration statement have closedunder this subsection unless it has, within the twelve (12) month period preceding the date of such request, already effected one (1) or more registrations requested by such Major Holder(s) under Section 2.2 or this Section 2.4), or (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.4 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 2.2 or 3.32.3, respectively.

Form S-3 Registration. In case the Company shall receive --------------------- from Preferred Stock any Holder or Holders a written request that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (ai) to promptly Promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (bii) as As soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the CompanyCompany in accordance with Section 8.6; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 4.1(h): (i1) If Form S-3 is not available for such offering by the Holders; ; (ii2) Unless the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell either (x) Registrable Securities and such other securities (if any) at having an aggregate price to the public (net of less than any underwriters' discounts and commissions) in excess of $2,000,000; or (iiiy) not less than 15% of the Registrable Securities then outstanding; (3) If the Company furnishes shall furnish to the Holders a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Preferred Stock Holder or Holders under this this Section 3.4, 4.1 (h); provided, however, that the Company shall not utilize this right more than once in any eighteen twelve (1812) month period; or ; (iv4) If the Company has effected completed its Initial Public Offering within 180 days of the Company's receipt of the request for the Form S- 3 registration; or (5) In any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (iii) Notwithstanding anything to the contrary herein, the Company shall not be obligated to effect more than two (2) registrations on Form S-3 (or its then equivalent) pursuant to this Section 3.4 during such calendar year 4.1(h), and such registrations have been declared or ordered effective and the sales of Registrable Securities under no more than one (1) such registration statement have closedin any twelve (12) month period. (civ) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. The Company shall pay the Expenses of Registration for two (2) registrations requested pursuant to this Section 4.1(h). Registrations effected pursuant to this Section 3.4 4.1(h) shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 4.1 (b) or 3.3(c).

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, subject S-3 for the resale of shares from time to the limitations time in broker transactions (and qualifications set forth not in Section 3.4(bconnection with an underwritten offering), and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 section 1.12: (1) if (i) Form S-3 is not available for such offering by the Holders; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2,000,000300,000; (iii3) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.12; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) twelve month period; or (iv4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.12; (5) the Company has previously effected two (2) four registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 during 1.12, or (6) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees, and the fees and disbursements (not to exceed $15,000) of one counsel for the selling Holder (as selected by the Holders of a majority of the Registrable Securities to be registered) and counsel for the Company, shall be borne by the Company. Registrations effected pursuant to this Section 3.4 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 1.2 or 3.31.3, respectively.

Form S-3 Registration. In case the Company shall receive from Preferred Stock the Holders of at least twenty percent (20%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 1.14: (1) if (i) Form S-3 is not available for such offering by the Holders; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2,000,000500,000; (iii3) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously materially detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 60 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.14; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) twelve month period; or (iv4) if the Company has has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 during 1.14; or (5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.14, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, shall be borne pro rata by the Holder or Holders participating in the Form S-3 Registration. Registrations effected pursuant to this Section 3.4 1.14 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 1.2, 1.3 or 3.31.4.

Form S-3 Registration. In case the Company shall receive from Preferred Stock Holders a written request from the record Holder(s) of at least 10% of Registrable Securities then outstanding that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 (or any equivalent successor form) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, registration and any related qualification or compliance, compliance to all other Holders; and; (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holders’ the Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.11 if: (i) the registration to be effected does not have anticipated aggregate gross offering proceeds of at least $1,000,000, (ii) the Company has already prepared, filed and caused to become effective, at the sole expense of the Company, two (2) registration statements on Form S-3 (or similar forms promulgated after the date hereof) pursuant to requests made under this Section 1.11 in the preceding twelve (12) months, (iii) Form S-3 (or any equivalent successor form) is not available for such offering by the Holders; (ii) the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; (iiiiv) the Company furnishes shall furnish to the Holders within thirty (30) days of receipt of the notice given pursuant to Section 1.11(a) a certificate signed by the President and Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 60 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.11; provided, however, that the Company shall not utilize this right to defer more than once twice in any eighteen (18) 12-month period; or (ivv) in any particular jurisdiction in which the Company has effected two would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; and (2c) registrations on Form S-3 (or its then equivalent) pay all expenses incurred in connection with a registration requested pursuant to this Section 3.4 during such calendar year 1.11, including without limitation all registration, filing, qualification, printer’s and such registrations have been declared accounting fees, fees and disbursements of counsel for the Company and up to $30,000 for one special counsel of the selling stockholders; provided, however, the Company will not be required to pay underwriter’s commissions or ordered effective and discount or transfer taxes or fees, if any, for the sales of Registrable Securities under such registration statement have closed. (c) selling Holders. Registrations effected pursuant to this Section 3.4 1.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 Section 1.2 or 3.3Section 1.3, respectively.

Form S-3 Registration. In case the Company shall receive from Preferred Stock a --------------------- Holder or Holders a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the CompanyCom- pany; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.12: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2,000,0001,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.12; provided, however, that the Company shall not utilize this right (A) more than once in any eighteen twelve month period or (18B) if it has exercised the deferral right in Section 1.2(d) in the previous twelve month period; or (iv) if the Company has has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 during 1.12; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such calendar year registration, qualification or compliance. Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall for the first two such registrations have been declared be borne by the Company and, thereafter shall be borne pro rata by the Holder or ordered effective and Holders participating in the sales of Registrable Securities under such registration statement have closed. (c) Form S-3 Registration. Registrations effected pursuant to this Section 3.4 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 1.2 or 3.31.3, respectively.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification, qualification or compliance pursuant to this Section 3.4 if 4.3: (i) if Form S-3 is not available for such offering by the Holders; , (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; 500,000 or (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, provided, however, that the Company shall 4.3 (such notice may not utilize this right be delivered more than once in any eighteen (18) 12 month period; or (iv) the Company has effected two (2) registrations on Form S-3 (or its then equivalent) pursuant to this Section 3.4 during such calendar year and such registrations have been declared or ordered effective and the sales of Registrable Securities under such registration statement have closed). (c) Registrations effected pursuant to this Section 3.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3.

Form S-3 Registration. In case the Company shall receive from Preferred Stock Holders a written request that from any Holder or Holders for registration of Registrable Securities having an aggregate value of not less than $1,000,000 (based on the Company effect a registration public market price on the date of such request) on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly as soon as reasonably practicable, and in any event within 10 days of the date of such request, give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) the Holders, together with the holders of any other securities of if the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; (iii) the Company furnishes shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.4; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) 12-month period; or (iv) period and provided further that the Company has shall not register any securities for the account of itself or any other stockholder during such 90-day period (other than in a Qualified IPO, a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act); (iii) if the Company has, within the 12-month period preceding the date of such request, already effected two (2) registrations registration on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 1.4; (iv) in any jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (v) during such calendar year and such registrations have been declared or ordered the period ending 180 days after the effective and the sales date of Registrable Securities under such a registration statement have closedsubject to Section 1.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3.this

Form S-3 Registration. In case (a) Subject to the conditions of this Section 2.3, if the Company shall receive from Preferred Stock Holders a written request from a Preferred Holder or Preferred Holders or ARIAD Holder (the “S-3 Initiating Holder(s)”), that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holdersthe S-3 Initiating Holder(s), then the Company agreesshall: (ai) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (bii) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock S-3 Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification, or compliance compliance, pursuant to this Section 3.4 2.3: (A) if (i) Form S-3 is not available for such offering by the HoldersPreferred Holders or ARIAD Holder; (iiB) the Holders, together with the holders of any other securities of the Company entitled to inclusion in if such registration, Holders propose to sell Registrable Securities and such other securities (if any) Common Stock at an aggregate price to the public of less than $2,000,0003,000,000 (net of discounts and commissions); (iiiC) if the Company furnishes shall furnish to the such Holders a certificate signed by the President Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the CompanyDirectors, it would be seriously materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Preferred Stock Holders or ARIAD Holder under this Section 3.42.3, provided, howeverthat, that the Company shall not utilize this right more than once in any eighteen twelve (1812) month period; or (iv) period and provided further that the Company has shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (D) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) or more registrations on Form S-3 (for the Preferred Holders or its then equivalent) ARIAD Holder pursuant to this Section 3.4 during 2.3; (E) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification, or ordered effective and compliance, unless the sales of Registrable Securities under such registration statement have closed. (c) Registrations effected pursuant to this Section 3.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3.Company is

Form S-3 Registration. In case the Company shall receive from Preferred Stock Holders a Holder holding at least $1,000,000 of the Registrable Securities a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreesshall: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) as soon as practicable after receiving such a requestreasonably practicable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 1.4: (1) if (i) Form S-3 is not available for use by the Company with respect to such offering by the Holders; ; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; 1,000,000; (iii3) if the Company furnishes shall furnish to the Holders a certificate signed by the President Chief Executive Officer or Chairman of the Board of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty one hundred twenty (60120) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.41.4, provided, however, that the Company shall not utilize this right more than once in any eighteen twelve (1812) month period; period and provided, further, that the Company shall not register any securities for the account of itself or any other shareholder during such one hundred twenty (iv120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if the Company has already effected two (2) registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 during 1.4 within the immediately preceding twelve (12) month period; or (5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (c) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2). (d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.4 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3Section 1.2. Except as otherwise provided herein, there shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 1.4. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 1.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders of the Registrable Securities then Outstanding a written request or requests that the Company effect a registration on Form S-3, subject to S-3 for a public offering the limitations and qualifications set forth in Section 3.4(b), and any related qualification or compliance with respect to all or a part aggregate offering price of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holderswhich would exceed $1,000,000, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 8.10: (i) if Form S-3 is not available for such offering by the Holders; (ii) the Holders, together with the holders of any other securities of if the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; (iii) the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, provided, however, that 8.10; (iii) if the Company shall not utilize this right more than once in any eighteen has, within the twelve (1812) month periodperiod preceding the date of such request, already effected two registrations for the Holders pursuant to Section 8.2, 8.3 or this Section 8.10; or (iv) in any particular jurisdiction in which the Company has effected two (2) registrations on Form S-3 (would be required to qualify to do business or its then equivalent) pursuant to this Section 3.4 during execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (c) Registrations effected pursuant Subject to this Section 3.4 the foregoing, the Company shall not file a registration statement covering the Registrable Securities and other securities so requested to be counted registered as demands for registration soon as practicable after receipt of the request or registrations effected pursuant to Sections 3.2 or 3.3requests of the Holders.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holders’ Holder=s or Holders= Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 1.12: (1) if (i) Form S-3 is not available for such offering by the Holders; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters= discounts or commissions) of less than $2,000,0001,000,000; (iii3) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 150 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.12; provided, however, that the Company shall not utilize this right more than once in any eighteen twelve (1812) month period; or (iv4) if the Company has has, within the six (6) month period preceding the date of such request, already effected two (2) registrations one registration on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 during 1.12; or (5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. The Company shall bear and pay all expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer=s and accounting fees, fees and disbursements of counsel for the Company (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holder or Holders hereunder, if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements of one counsel for the selling Holder or Holders) but excluding underwriting discounts and commissions relating to Registrable Securities; provided, however, that the Company shall not be obligated to pay registration expenses under this paragraph if the Company has already effected two registrations on Form S-3 pursuant to this Section 1.12. Registrations effected pursuant to this Section 3.4 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 Section 1.2 or 3.31.3.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $2,000,0001,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.4; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) 12 month period; provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 120 day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (iv) if the Company has has, within the 12 month period preceding the date of such request, already effected two (2) 2 registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 1.4; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during such calendar year and such registrations have been declared or ordered the period ending 180 days after the effective and the sales date of Registrable Securities under such a registration statement have closedsubject to Section 1.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.4 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 1.2 or 3.31.3, respectively.

Form S-3 Registration. In case the Company shall receive from Preferred Stock --------------------- any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.4: (i) if Form S-3 is not available for such offering by the Holders; , (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than Five Million Dollars ($2,000,000; 5,000,000), (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the CompanyDirectors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty one hundred twenty (60120) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.4; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) twelve month period; or , (iv) if the Company has has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations a registration on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 1.4, (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance or (vi) during such calendar year and such registrations have been declared or ordered the period ending one hundred eighty (180) days after the effective and the sales date of Registrable Securities under such a registration statement have closedsubject to Section 1.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.4 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.31.2.

Form S-3 Registration. In case the Company shall receive from Preferred Stock Holders any Purchasers or their Transferees a written request that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b)S 3, and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersPurchasers and their Transferees; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holders’ the Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders Purchaser or Transferee joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 5.3: (i) if Form S-3 is not available for such offering by the Holders; offering; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, Purchasers or their Transferees propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; 1,000,000; (iii) if the Company furnishes to the Holders shall furnish a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty one hundred twenty (60120) days after receipt of the request of the Preferred Stock Holders under this Section 3.4, 5.3; provided, however, that the Company shall not utilize this right more than once in any eighteen twelve (1812) month period; or ; (iv) if the Company has already effected two (2) registrations on either Form S-3 or Form S-1 (or its then equivalentany combination thereof) for the Purchasers or their Transferees pursuant to Section 5.1 or this Section 3.4 5.3; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; (vi) during such calendar year the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 5.1 or 5.2; (vii) prior to the second anniversary of the date of this Agreement and such registrations thereafter, if the Shares are not listed on a Permitted Exchange, provided, however that this exception does not apply to rights of the Purchasers or their Transferees under Section 5.2 hereof; or (viii) after all of the Registrable Securities shall have been declared or ordered effective and lawfully sold by the sales of Registrable Securities under such registration statement have closedholder thereof to the public. (c) Registrations Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Purchasers or their Transferees. Registration effected pursuant to this Section 3.4 5.3 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3Section 5.2.

Form S-3 Registration. In case the Company shall receive from Preferred Stock --------------------- any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 3.12, (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2,000,0001,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the President president of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 3.12; provided, however, that the Company shall not utilize this right more than once in any eighteen twelve (1812) month period; or (iv) if the Company has has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 during 3.12; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 3.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and reasonable legal fees (including the reasonable fees and disbursements of one special counsel for the selling Holders), shall be borne by the Company. Registrations effected pursuant to this Section 3.4 3.12 shall not be counted as demands for registration or registrations effected pursuant to Sections Section 3.2 or 3.3.

Form S-3 Registration. In case the Company shall receive from Preferred Stock Holders a written request or requests from any Holder or Holders proposing to sell Registrable Securities at an aggregate purchase price to the public of not less than $5,000,000 that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use all commercially reasonable efforts to effect, as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) the Holders, together with the holders of any other securities of if the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; (iii) the Company furnishes shall furnish to the Holders a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously materially detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such timefiled, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.4; provided, however, that the Company shall not utilize this right or the similar right set forth in Section 1.2(c) more than once in any eighteen twelve (18) month 12)-month period; or (iviii) if the Company has has, within the twelve (12)-month period preceding the date of such request, already effected two (2) registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 1.4; (iv) in any jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (v) during such calendar year and such registrations have been declared or ordered the period ending 180 days after the effective and the sales date of Registrable Securities under such a registration statement have closedsubject to Section 1.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.4 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 1.2 or 3.31.3, respectively.

Form S-3 Registration. In case the event the Company becomes eligible to use Form S-3 for the registration of its securities, and the Company shall receive from Preferred Stock Holders Purchaser a written request that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock HoldersPurchaser, then the Company agreeswill: (ai) to promptly give written notice of the proposed registrationregistration and Purchaser’s request therefor, and any related qualification or compliance, to all other Holders; andholders (each, a “Holder”) of the Company’s common stock. (bii) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such any related qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holders’ Purchaser’s Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities common stock of any other Holder or Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification, qualification or compliance pursuant to this Section 3.4 11.2: (a) if (i) Form S-3 is not available for such offering by the Holders; offering; (iib) the Holdersif Purchaser, together with the holders Holders of any other securities of the Company entitled to inclusion in such registration, propose to sell the Registrable Securities and such other securities (if any) at an aggregate price to the public of less than One Million Dollars ($2,000,000; 1,000,000); (iiic) if the Company furnishes shall furnish to the Holders a certificate signed by the President President, Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement no more than once during any twelve (12) month period for a period of not more than sixty ninety (6090) days after receipt of the request of the Preferred Stock Holders Purchaser under this Section 3.4, provided, however, that 11.2; (d) if the Company shall not utilize this right more than once in any eighteen has, within the twelve (1812) month period; or period preceding the date of such request, already effected one (iv1) the Company has effected two (2) registrations registration on Form S-3 (or its then equivalent) for Purchaser pursuant to this Section 3.4 during 11.2; or (e) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (ciii) Registrations effected Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered pursuant to this Section 3.4 11.2 as soon as practicable after receipt of the request or requests of Purchaser for such registration. The Company shall pay all Costs and Expenses incurred in connection with the registration requested pursuant to this Section 11.2. (iv) Form S-3 registrations shall not be counted deemed to be a Demand Registrations as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3described in Section 11.1 above.

Form S-3 Registration. In case If the Company shall receive receives from Preferred Stock Holders Holder a written request that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related blue sky or similar qualification or compliance with respect to all at least 25% (or a part lesser percentage if the requirements of Section 1.3(b)(i) are met) of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock HoldersHolder, the Company agreesshall: (a) to promptly give written notice of the proposed registrationcause, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving practicable, such a request, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holders’ Registrable Securities as are specified to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified in such jurisdictions as Holder may reasonable request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, provided that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.3: (i) Form S-3 is not available for such offering by the Holders; (ii) the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose if Holder proposes to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; 5,000,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for Holder pursuant to this Section 1.3; (iii) if the Company furnishes shall furnish to the Holders Holder a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Preferred Stock Holders Holder under this Section 3.4, provided, however, 1.3; provided that the Company shall not utilize this right more than once in any eighteen (18) twelve month period; provided, further, that the Company shall not register shares for its own account during such ninety (90) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv) in any particular jurisdiction in which the Company has effected two (2) registrations on Form S-3 (would be required to qualify to do business or its then equivalent) pursuant to this Section 3.4 during execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (cb) Registrations effected pursuant Subject to this Section 3.4 the foregoing, the Company shall not file a registration statement covering the Registrable Securities and other securities so requested to be counted registered as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3soon as practicable after receipt of the request of Holder.

Form S-3 Registration. (a) In case the Company shall receive from Preferred Stock any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, subject S-3 (or on any successor form to the limitations and qualifications set forth in Section 3.4(b), Form S-3 regardless of its designation) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (ai) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and; (bii) use all its best efforts to effect, as soon as practicable after receiving practicable, such a requestregistration, to effect such registration and all such qualifications and compliances qualification or compliance as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen ten (1510) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.11 if: (i1) Form S-3 (or any successor form to Form S-3 regardless of its designation) is not available for such offering by the Holders; (ii2) the Holders, together with the holders aggregate net offering price (after deduction of any other securities underwriting discounts and commissions) of the Company entitled to inclusion Registrable Securities specified in such registration, propose to sell Registrable Securities and such other securities (if any) request is not at an aggregate price to the public of less than least $2,000,000500,000; (iii3) the Company furnishes has already effected one (1) registration on Form S-3 or pursuant to Section 1.2 hereof within the previous six-month period; or (4) the Company shall furnish to the Holders a certificate signed by the President president of the Company stating that that, in the good faith judgment of the Board of Directors of the CompanyDirectors, it would not be seriously detrimental to in the best interests of the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.11; provided, however, that the Company shall not utilize this right more than once in any eighteen twelve (1812) month period; or and (iviii) If the underwriter in connection with the registration pursuant to this Section 1.11 advises the Company has effected two or the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the securities other than Registrable Securities sought to be included in the underwriting shall first be excluded. To the extent that further limitation is required, the number of Registrable Securities that may be included in the underwriting shall, subject to the last sentence of this paragraph, be allocated pro rata among all Holders thereof desiring to participate in such underwriting (2according to the number of Registrable Securities then held by each such Holder). No Registrable Securities requested by any Holder to be included in a registration pursuant to this Section 1.11 shall be excluded from the underwriting unless all securities other than Registrable Securities are first excluded. If the registration pursuant to this Section 1.11 requires exclusion of securities requested to be registered and is subsequent to the Company's first registered public offering of securities, then the Company shall include in such registration, in preference to other Registrable Securities, the Registrable Securities which represent shares of Common Stock issued upon conversion of Class C Shares, up to an amount not to exceed each such requesting Holder's Preferential Amount; and any amounts so registered, and registered pursuant to Section 1.2(b) registrations hereof, shall reduce the Preferential Amount and when the Preferential Amount equals zero, this last sentence of Section 1.11(a)(iii) shall be of no further force or effect. (b) In the event that the Company consummates the initial public offering of its securities, then as soon as reasonably possible following a written request from a majority in interest of the Registrable Securities, and in any event not before 366 days after the effective date of the registration statement filed in connection with such initial public offering, the Company shall file a shelf registration statement on Form S-3 (or on any successor form to Form S-3 regardless of its then equivalentdesignation) pursuant to this Section 3.4 during such calendar year which would permit or facilitate the sale and such registrations have been declared or ordered effective distribution of the Holders' Registrable Securities, and the sales of Registrable Securities under Company shall use best efforts to keep such shelf registration statement have closedeffective in accordance with applicable regulations. (c) Registrations effected pursuant to this Section 3.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.9: (i) if Form S-3 is not available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2,000,000; 1,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty one hundred twenty (60120) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.9; provided, however, that the Company shall not utilize this right more than once in any eighteen twelve (1812) month period; or ; (iv) if the Company has has, within the six (6) month period preceding the date of such request, already effected two one (21) registrations registration on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 during 1.9; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and compliance. Subject to the sales of foregoing, the Company shall file a registration statement covering the Registrable Securities under such and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration statement have closed. requested pursuant to Section 1.9 (cother than underwriting discounts and commissions and fees and disbursements of counsel for the Holders), including (without limitation) all registration, filing, qualification, printer's and accounting fees and counsel for the Company, shall be borne by the Company. Registrations effected pursuant to this Section 3.4 1.9 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.31.2.

Form S-3 Registration. In case the Company shall receive --------------------- from Preferred Stock any Holder or Holders a written request that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (ai) to promptly Promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (bii) as As soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the CompanyCompany in accordance with Section 8.6; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 4.1(h): (i1) If Form S-3 is not available for such offering by the Holders; ; (ii2) Unless the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell either (x) Registrable Securities and such other securities (if any) at having an aggregate price to the public (net of less than any underwriters' discounts and commissions) in excess of $2,000,000; or (iiiy) not less than 15% of the Registrable Securities then outstanding; (3) If the Company furnishes shall furnish to the Holders a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 4.1(h); provided, however, that the Company shall not utilize this right more than once in any eighteen twelve (1812) month period; or ; (iv4) If the Company has effected completed its Initial Public Offering within 180 days of the Company's receipt of the request for the Form S- 3 registration; or (5) In any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (iii) Notwithstanding anything to the contrary herein, the Company shall not be obligated to effect more than two (2) registrations on Form S-3 (or its then equivalent) pursuant to this Section 3.4 during such calendar year 4.1(h), and such registrations have been declared or ordered effective and the sales of Registrable Securities under no more than one (1) such registration statement have closedin any twelve (12) month period. (civ) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. The Company shall pay the Expenses of Registration for two (2) registrations requested pursuant to this Section 4.1(h). Registrations effected pursuant to this Section 3.4 4.1(h) shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 4.1 (b) or 3.3(c).

Form S-3 Registration. In case the Company shall receive from Preferred Stock Holders of either at least thirty percent (30%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to a. promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) b. as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 section 1.12: (1) if (i) Form S-3 is not available for such offering by the Holders; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2,000,000250,000; (iii3) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.12; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) twelve month period; (4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.12; or (iv5) in any particular jurisdiction in which the Company has effected would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. c. Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders, provided that the Company shall only be obligated to register such Registrable Securities that are or have been converted into Common Stock at the time of the filing of such registration statement. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be borne pro rata by the Holder or Holders participating in the Form S-3 Registration; provided, that, however, the Company shall pay all registration, filing, qualification, printing and accounting fees and reasonable fees and disbursements of counsel for the Selling Holder or Holders and counsel for the Company for two (2) registrations on Form S-3 (or its then equivalent) filed pursuant to this Section 3.4 during such calendar year and such registrations have been declared 1.12, but excluding any underwriters' discounts or ordered effective and the sales of commissions associated with Registrable Securities under such registration statement have closed. (c) Securities. Registrations effected pursuant to this Section 3.4 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 1.2 or 3.31.3, respectively.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3, subject to S-3 for a public offering the limitations and qualifications set forth in Section 3.4(b), and any related qualification or compliance with respect to all or a part aggregate offering price of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holderswhich would exceed $1,000,000, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 8.10: (i) if Form S-3 is not available for such offering by the Holders; (ii) the Holders, together with the holders of any other securities of if the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; (iii) the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, provided, however, that 8.10; (iii) if the Company shall not utilize this right more than once in any eighteen has, within the twelve (1812) month periodperiod preceding the date of such request, already effected two registrations for the Holders pursuant to Section 8.2, 8.3 or this Section 8.10; or (iv) in any particular jurisdiction in which the Company has effected two (2) registrations on Form S-3 (would be required to qualify to do business or its then equivalent) pursuant to this Section 3.4 during execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (c) Registrations effected pursuant Subject to this Section 3.4 the foregoing, the Company shall not file a registration statement covering the Registrable Securities and other securities so requested to be counted registered as demands for registration soon as practicable after receipt of the request or registrations effected pursuant to Sections 3.2 or 3.3requests of the Holders.

Form S-3 Registration. In case the Company shall receive --------------------- from Preferred Stock the Holders a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreesshall: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use all reasonable efforts to effect, as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.4: (i) if Form S-3 is not available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2,000,000; 1,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the President Chief Executive Officer or Chairman of the Board of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty one hundred twenty (60120) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.4; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) twelve month period; or ; (iv) if the Company has has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations one registration on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 during 1.4; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.4 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Sections 3.2 or 3.31.2.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders in accordance with Section 3.5 (the "S-3 Notice"); and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the CompanyS-3 Notice; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 1.12: (1) if (i) Form S-3 is not available for such offering by the Holders; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2,000,0001,000,000; (iii3) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company and its stockholders for such Form S-3 registration to be effected at such timeCompany, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty one hundred twenty (60120) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.12; provided, however, that the Company shall not utilize this right more than once in any eighteen twelve (1812) month period; or (iv4) if the Company has has, within the six (6) month period preceding the date of such request, already effected two (2) registrations one registration on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 during 1.12; or (5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. The Company shall bear and pay all expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holder or Holders; provided, however, that such counsel shall submit reasonably detailed invoices for review by the Company's General Counsel prior to payment; but excluding underwriting discounts and commissions relating to Registrable Securities; and provided further, that the Company shall not be obligated to pay registration expenses under this paragraph if the Company has already effected two registrations on Form S-3 pursuant to this Section 1.12 after the date hereof. Registrations effected pursuant to this Section 3.4 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 Section 1.2 or 3.31.3.

Form S-3 Registration. In case the Company shall receive from Preferred Stock Holders of at least 50% of all Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 2.11: (1) if (i) Form S-3 is not then available for such offering by the Holders; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $2,000,0001 million; (iii3) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously materially detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty one hundred twenty (60120) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 2.11; provided, however, that the Company shall not utilize this right more than once in any eighteen twelve month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (18120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if the Company has, within the twelve (12) month period; or (iv) period preceding the Company has date of such request, already effected two (2) registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 2.11; or (5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during such calendar year and such registrations have been declared or ordered the period ending one hundred eighty (180) days after the effective and the sales date of Registrable Securities under such a registration statement have closedsubject to Section 2.2 hereof. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 2.11, including (without limitation) all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 3.4 2.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.32.1. (d) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to this Section 2.11 and the Company shall include such information in the written notice referred to in Section 2.11(a). The provisions of Section 2.1(b) shall be applicable to such request (with the substitution of Section 2.11 for references to Section 2.1).

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 or a successor form and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, then the Company agreesshall: (a) to promptly give written notice of the proposed registrationregistration and the Holder’s or Holders’ request therefor, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) as soon as practicable after receiving such a requestpracticable, use its commercially reasonable best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given to the Company within fifteen (15) days after receipt of such written notice from the CompanyS-3 Notice is given; provided, however, that the Company shall not be obligated to effect any such registration, qualification, or compliance registration pursuant to this Section 3.4 if 2.3: (i) if Form S-3 is not then available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to and requesting inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; 1,000,000; (iii) if the Company furnishes to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that that, in the good good-faith judgment of the Board of Directors of the Company, it would be seriously materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Preferred Stock Holders under this Section 3.4, 2.3; provided, however, that the Company shall not utilize invoke this right more than once twice in any eighteen twelve (1812) month period; provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the issuance of securities by the Company pursuant to a stock option, stock purchase or similar benefit plan or an SEC Rule 145 transaction, or a registration in which the only stock being registered is stock issuable upon conversion of debt securities that are also being registered); (iv) if the Company has has, within the twelve (12) month period preceding the receipt of such request, already effected two (2) registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 2.3; or (v) during such calendar year and such registrations have been declared or ordered effective and the sales period ending one hundred eighty (180) days after the closing date of Registrable Securities a registration effected under such registration statement have closedSection 2.2 hereof. (c) Registrations effected pursuant to this Section 3.4 2.3 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3Section 2.1. (d) If the registration is for an underwritten offering, the provisions of Section 2.1(b) hereof shall apply to such registration.

Form S-3 Registration. In case the Company shall receive from Preferred Stock the Holders of a majority of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 section 1.12: (1) if (i) Form S-3 is not available for such offering by the Holders; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2,000,0001,000,000; (iii3) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty one hundred twenty (60120) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.12; provided, however, that the Company shall not utilize this right more than once in any eighteen twelve (1812) month period; or (iv4) in any particular jurisdiction in which the Company has effected two (2) registrations on Form S-3 (would be required to qualify to do business or its then equivalent) pursuant to this Section 3.4 during execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of a majority of the Holders. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders and counsel for the Company shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 1.12 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses). Registrations effected pursuant to this Section 3.4 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 1.2 or 3.31.3, respectively.

Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities issued upon conversion of the Preferred Stock Holders then outstanding a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt giving of such written notice from by the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 1.12: (1) if (i) Form S-3 is not available for such offering by the Holders; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before any underwriters’ discounts or commissions) of less than $2,000,0002,500,000; (iii3) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a one (1) period of not more than sixty ninety (6090) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.41.12 in any twelve (12) month period, provided, however, provided that the Company shall not utilize this right more register any other of its securities during such ninety (90) day period other than once in any eighteen pursuant to a Special Registration Statement (18as defined below); (4) month periodif the Company has already effected one (1) registration on Form S-3 within the preceding six (6) months; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of one (1) special counsel for the selling Holder or Holders and another counsel for the Company, shall be borne by the Company; provided that following such time as the Company has effected two (2) registrations on Form S-3 (or its then equivalent) pursuant to this Section 3.4 1.12 during any consecutive twelve (12) month period, all expenses incurred in connection with any further Form S-3 registrations effected pursuant to this Section 1.12 during such calendar year and such registrations have been declared period shall be borne pro rata by the Holder or ordered effective and Holders participating in the sales of Registrable Securities under such registration statement have closed. (c) Form S-3 registration. Registrations effected pursuant to this Section 3.4 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 1.2 or 3.31.3, respectively.

Form S-3 Registration. (a) In case the Company shall receive from Preferred Stock any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (ai) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (bii) use its reasonable best efforts to effect, as soon as practicable after receiving such a requestpracticable, to effect such registration and all any such qualifications and compliances qualification or compliance as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification, qualification or compliance pursuant to this Section 3.4 if 1.04: (i) after the Company has effected two (2) registrations pursuant to this Section 1.04 in a twelve-month period; (ii) if Form S-3 is not available for such offering by the Holders; (iiiii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,0001,000,000; (iiiiv) if the Company furnishes shall furnish to the Holders a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such timefiled, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.04; provided, however, that the Company shall not utilize this right or the similar right set forth in Section 1.02(c) more than once in any eighteen twelve (1812) month period; provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than in an IPO or an Excluded Registration); (v) in any jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (ivvi) during the Company has effected two period ending ninety (290) registrations on Form S-3 (or its then equivalent) pursuant to this Section 3.4 during such calendar year and such registrations have been declared or ordered days after the effective and the sales date of Registrable Securities under such a registration statement have closedsubject to Section 1.03. (cb) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.4 1.04 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 1.02 or 3.31.03, respectively.

Form S-3 Registration. In case the Company shall receive at any time after the date that is one year following the date of the closing of the IPO from Preferred Stock the Holders of at least 20% of the Registrable Securities (the “S-3 Initiating Holders”) a written request that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), and any related qualification or compliance S-3 with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock the S-3 Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 20 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 2.3: (1) if (i) Form S-3 is not available for such offering by the Holders; ; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; 3,000,000 unless the Registrable Securities to be so registered are all the Registrable Securities held by the Holders; (iii3) while another registration statement (other than on Form S-4 or S-8) of the Company furnishes has been filed with the SEC and is not yet effective or within 180 days after the effective date of another registration statement (other than on Form X-0, X-0 or S-8) filed by the Company with the SEC; (4) while another registration statement of the Company has been requested or demanded by holders of securities of the Company to register their securities and which holders have rights to registration having priority over the Holders in respect of rights to registration of such securities of such holders and not yet filed with the SEC or while any such registration statement has been filed with the SEC and is not yet effective or on or within 180 days after the effective date of any such registration statement; (5) if within 30 days after the Company notifies the Holders of the Company’s receipt of the written request from S-3 Initiating Holders pursuant to this Section 2.3, holders of other securities of the Company who have rights to registration having priority over the Holders in respect of registration of such securities of such holders shall have exercised their rights to request or demand that the Company register such securities of such holders with the SEC; (6) after the Holders have requested four such registrations pursuant to this Section 2.3 and such registrations have been declared or ordered effective by the SEC, so long as the Company shall have complied in all material respects with its obligations in this Agreement relating to such registrations; provided, however, that if any Holder is unable to include in any such registration any Registrable Securities that such Holder requests be included in any such registration, the Holders shall be entitled to one additional registration for each such registration from which any Registrable Securities are so excluded; (7) if the Company shall furnish to the Holders a certificate signed by the President Chairman of the Board of the Company stating that in the good faith judgment of the Board of Directors Directors, as evidenced by a duly adopted resolution of the CompanyBoard of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 2.3; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) twelve-month period; or or (iv) 8) in any particular jurisdiction in which the Company has effected two (2) registrations on Form S-3 (would be required to qualify to do business, to execute a general consent to service of process or its then equivalent) pursuant subject itself to this Section 3.4 during taxation in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. All expenses incurred by the Company in connection with a registration requested pursuant to this Section 2.3, including (without limitation) all registration, filing, qualification, printer’s and accounting fees and reasonable fees and disbursements of a single counsel for all Holders shall be borne by the Company. Registrations effected pursuant to this Section 3.4 2.3 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 2.1 or 3.32.2, respectively.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock HoldersHolders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000), the Company agreeswill within twenty (20) days after receipt of any such request: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use all commercially reasonable efforts to effect, as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,0005,000,000(net of any underwriters' discounts or commissions); (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.4; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) 12-month period; or (iv) if the Company has has, within the 12-month period preceding the date of such request, already effected two (2) registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 1.4; (v) in any jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during such calendar year and such registrations have been declared or ordered the period ending 180 days after the effective and the sales date of Registrable Securities under such a registration statement have closedsubject to Section 1.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.4 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 1.2 or 3.31.3, respectively.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.9: (i) if Form S-3 is not available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2,000,000; 500,000, (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty one hundred twenty (60120) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.9; provided, however, that the Company shall not utilize this right more than once in any eighteen twelve (1812) month period; or ; (iv) if the Company has has, within the six (6) month period preceding the date of such request, already effected two one (21) registrations registration on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 during 1.9; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and compliance. Subject to the sales of foregoing, the Company shall file a registration statement covering the Registrable Securities under such and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration statement have closed. requested pursuant to Section 1.9 (cother than underwriting discounts and commissions and fees and disbursements of counsel for the Holders), including (without limitation) all registration, filing, qualification, printer's and accounting fees and counsel for the Company, shall be borne by the Company. Registrations effected pursuant to this Section 3.4 1.9 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.31.2.

Form S-3 Registration. In case If the Company shall receive receives from Preferred Stock Holders a Holder a written request or requests that the Company effect file a registration statement on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock HoldersHolders such that the aggregate offering price of the Registrable Securities requested to be registered, net of underwriting discounts and commissions, is at least $1,000,000, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use its best efforts to effect, as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 20 days after receipt of such written notice from the Company; provided, however, that the Company shall will not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.5: (i) if Form S-3 is not available for such offering by the Holders; ; (ii) the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; (iii) the Company furnishes to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such registration on Form S-3 registration to be effected at such time, in which event the Company shall will have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.5; provided, however, that the Company shall will not utilize exercise this deferral right more than once in any eighteen (18) 12-month period; or (iv) and provided further, that the Company has will not register any other of its shares of capital stock during such 90-day period; (iii) if the Company has, within the 12 months period preceding the date of such request, already effected two (2) registrations one registration on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 during 1.5; or (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (c) Subject to the foregoing, the Company will file a registration statement on Form S-3 covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All Registration Expenses incurred in connection with a registration pursuant to this Section 1.5 will be borne by the Company; provided, however, that the Company will not be obligated to bear such expenses in connection with more than one such registration on Form S-3 within any 12-month period. Registrations effected pursuant to this Section 3.4 shall 1.5 will not be counted as demands for registration or registrations effected pursuant to Sections 3.2 Section 1.3. Unless otherwise stated, all Selling Expenses relating to securities registered on behalf of the Holders and all other registration expenses will be borne by the Holders of such securities pro rata on the basis of the number of shares so registered or 3.3proposed to be registered.

Form S-3 Registration. In case the Company shall receive from Preferred Stock Holders one or more Partners a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock HoldersPartners, provided the number of Securities requested to be sold would have an aggregate price to the public of at least $1,000,000, then the Company agreeswill: (a) to promptly Promptly give written notice of the proposed registrationregistration and the Partner's request therefor, and any related qualification or compliance, to all other Holdersholders of Securities; and (b) as As soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holders’ Registrable the Partner's Securities as are specified in such request, request together with all or such portion of the Registrable Securities of any other Holders Partner or Partners joining in such request as are specified in a written request given received by the Company within fifteen (15) 15 days after receipt of such written notice from the CompanyCompany is given under Section 13.7(a); provided, howeverPROVIDED, that the Company shall not be obligated to effect any such registration, qualification, qualification or compliance pursuant to this Section 3.4 if 13.7: (i) if Form S-3 is not available to the Company for such offering by the Holders; thePartners; (ii) the Holders, together with the holders of any other securities of if the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price shall furnish to the public of less than $2,000,000; (iii) the Company furnishes to the Holders Partners a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement no more than once duringany twelve-month period for a period of not more than sixty (60) 90 days after receipt of the request of the Preferred Stock Holders holders under this Section 3.413.7; (iii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, providedqualification or compliance; or (iv) if the Company has filed a registration statement on Form S-3 relating to Securities in the six months preceding the request of the Partners. Subject to the foregoing, however, that the Company shall not utilize this right more than once in any eighteen (18) month period; or (iv) the Company has effected two (2) registrations on file a Form S-3 (or its then equivalent) registration statement covering the Securities and other securities so requested to be registered pursuant to this Section 3.4 during 13.7 as soon as practicable after receipt of the request of the Partners for such calendar year and such registrations have been declared or ordered effective and the sales of Registrable Securities under such registration statement have closedregistration. (c) Registrations effected pursuant to this Section 3.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3.

Form S-3 Registration. In case the Company shall receive from Preferred Stock Holders of at least 10% of all Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 2.11: (1) if (i) Form S-3 is not then available for such offering by the Holders; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $2,000,0001 million; (iii3) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 2.11; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) twelve month period; or (iv4) if the Company has has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 2.11; (5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during such calendar year and such registrations have been declared or ordered the period ending one hundred eighty (180) days after the effective and the sales date of Registrable Securities under such a registration statement have closedsubject to Section 2.2 hereof. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 2.11, including (without limitation) all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders, not to exceed $25,000 and counsel for the Company, but excluding any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 3.4 2.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.32.1. (d) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to this Section 2.11 and the Company shall include such information in the written notice referred to in Section 2.11 (a). The provisions of Section 2.1(b) shall be applicable to such request (with the substitution of Section 2.11 for references to Section 2.1).

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders of the Registrable Securities a written request that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.12: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an anticipated aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2,000,0002,500,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.12; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) twelve-month period; or (iv) if the Company has has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 during such calendar year and 1.12; (v) if the Company has consummated, less than twelve (12) months prior to a request pursuant to this Section 1.12, its Initial Public Offering; or (vi) after the Company has effected three (3) such registrations have been declared pursuant to this Section 1.12; (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or ordered effective and the sales to execute a general consent to service of Registrable Securities under process in effecting such registration statement have closedregistration, qualification or compliance. (c) Registrations effected Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to this Section 3.4 1.12, including (without limitation) all registration, filing, qualification, printing and special accounting fees (other than those regularly incurred by the Company) and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3borne by the Company.

Form S-3 Registration. (a) In case the Company shall receive from Preferred Stock Holders one or more Investors, a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), and any related qualification or compliance S-3 with respect to an aggregate of at least 500,000 shares of Registerable Securities (as may be appropriately adjusted for stock splits, reverse stock splits, combinations or other similar events) all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock HoldersInvestors, the Company agrees: (a) to will promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders; and (b) , and as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holders’ Investors' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) the Holders, together with the holders of any other securities of if the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; (iii) the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously materially detrimental to the Company (including to any material proposed or planned material transaction involving the Company) and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.4(a); provided, however, that the Company shall not utilize this right more than once in any eighteen (18) twelve-month period; or (iviii) if the Company has has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 during such calendar year and such registrations have been declared 1.4; PROVIDED, HOWEVER, that a registration shall not count as a registration if: (x) the Company has exceeded its number or ordered effective and amount of Permitted Blackouts in the sales prior twelve months or (y) the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities under to be registered and at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change or pursuant to the recommendation of the managing underwriter; or (z) the Holders requesting registration do not register and sell all Registrable Securities they have requested to be registered in such registration for reasons other than their voluntary decision not to do so; iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (v) during the period ending one hundred eighty (180) days after the effective date of a registration statement have closedsubject to Section 1.2 or Section 1.3. Once a registration statement has been made effective under this Section for at least thirty (30) consecutive days, the Company may suspend use of the registration statement if it furnishes to the Holders covered by the registration statement a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company that it is entitled to use a Permitted Blackout. (cb) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as reasonably practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.4 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 1.2 or 3.31.3, respectively. (c) With respect to any registration pursuant to this Section 1.4, the Company may include in such registration any Registrable Securities held by the Investors or Other Shares; PROVIDED, HOWEVER, that if any managing underwriter for the public offering contemplated by such registration advises the Company in writing that, in such firm's good faith opinion, the inclusion of all such shares proposed to be included in such registration would adversely affect the offering and sale (including pricing) of all such securities, then the number of Registrable Securities and Other Shares proposed to be included in such registration shall be included in the following order: (i) FIRST, the Registrable Securities held by the Investors requesting registration, pro rata based upon the number of Registrable Securities owned by each such Investor at the time of such registration; and (ii) SECOND, any Other Shares.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 1.12: (1) if (i) Form S-3 is not available for such offering by the Holders; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2,000,000500,000; (iii3) if the Board of Directors shall have determined, and the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.12; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) twelve month period; or (iv4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration on Form S-3 for the Holders pursuant to this Section 1.12 or for any other holders of the Company's capital stock in which the Holders shall have been granted the opportunity to participate without limitation or has effected two three (23) prior such registrations on Form S-3 (for the Holders or its then equivalent) pursuant to this Section 3.4 during such calendar year and such registrations for any other holders of the Company's capital stock in which the Holders shall have been declared granted the opportunity to participate without limitation; (5) if less than 30% of the Holders request such registration, or ordered effective and (6) in any particular jurisdiction in which the sales Company would be required to qualify to do business or to execute a general consent to service of Registrable Securities under process in effecting such registration statement have closedregistration, qualification or compliance. (c) Subject to the foregoing, the Company shall file and cause to be effective a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders, and counsel for the Company, shall be borne by the Company. Registrations effected pursuant to this Section 3.4 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 Section 1.2 or 3.31.3, respectively.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, subject S-3 (or on any successor form to the limitations and qualifications set forth in Section 3.4(b), Form S-3 regardless of its designation) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use its best efforts to effect, as soon as practicable after receiving practicable, such a requestregistration, to effect such registration and all such qualifications and compliances qualification or compliance as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 20 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.10 if: (i1) Form S-3 (or any successor form to Form S-3 regardless of its designation), is not available for such offering by the Holders; (ii2) the Holders, together with the holders aggregate net offering price (after deduction of any other securities underwriting discounts and commissions) of the Company entitled to inclusion Registrable Securities specified in such registration, propose to sell Registrable Securities and such other securities (if any) request is not at an aggregate price to the public of less than least $2,000,000500,000; (iii3) the Company furnishes has already effected one registration on Form S-3 within the previous six-month period (exclusive of registrations effected pursuant to Section 1.2 or 1.3 hereof); or (4) the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be seriously detrimental to in the best interests of the Company and or its stockholders generally for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.41.10, provided, however, that the Company shall not utilize this right more than once in any eighteen (18) twelve-month period; or (iv) the Company has effected two (2) registrations on Form S-3 (or its then equivalent) pursuant to this Section 3.4 during such calendar year and such registrations have been declared or ordered effective and the sales of Registrable Securities under such registration statement have closed. (c) Registrations effected pursuant to this Section 3.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3.

Form S-3 Registration. In case the Company shall receive from Preferred Stock the Holders a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreesshall: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) use all best efforts to effect, as soon as practicable after receiving such a requestreasonably practicable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 1.4: (1) if (i) Form S-3 is not available for use by the Company with respect to such offering by the Holders; ; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; 2,000,000 (iiinet of underwriting discounts and permissions); (3) if the Company furnishes shall furnish to the Holders a certificate signed by the President Chief Executive Officer or Chairman of the Board of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.41.4, provided, however, that the Company shall not utilize this right more than once twice in any eighteen twelve (1812) month period; or (iv) period and provided, further, that the Company has shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 during 1.4; or (5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (c) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2). (d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.4 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Sections 3.2 or 3.3Section 1.2. Except as otherwise provided herein, there shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 1.4.

Form S-3 Registration. In case (a) Unless otherwise instructed in writing by the Holder, the Company shall receive from Preferred Stock Holders a written request that the Company will use its best efforts to effect a registration on Form S-3S-3 (or, subject to the limitations and qualifications set forth in Section 3.4(b), and any related qualification if not available Form S-2 or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock HoldersS-1, the Company agrees: (a) to promptly give written notice of form so utilized being the proposed registration, and any related qualification or compliance, to all other Holders; and (b"Relevant Registration Statement") as soon as practicable possible, but in any event prior to 30 days after receiving such a request, to effect such registration any issuance of Common Stock and all such related qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion shares of such Preferred Stock Holders’ Holder's Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Companythat Holder requests; provided, however, that the Company shall not be obligated to effect any such registration, qualification, qualification or compliance pursuant to this Section 3.4 1.2 (1) if (i) Form S-3 is not available for such offering by the Holders; (ii) the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price shall furnish to the public of less than $2,000,000; (iii) the Company furnishes to the Holders Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such timetime because the filing thereof would require premature disclosure of a potential transaction or transactions (a "Potential Transaction"), in which event the Company shall have the right to defer the filing of the Form S-3 such registration statement for a period of not more than sixty (60) days after receipt of the request of the Preferred Stock Holders under this Section 3.4, 60 days; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) month 270 day period; or (iv2) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (b) If (1) the Relevant Registration Statement is not filed on or prior to the thirty (30) days specified above (subject to subclause(x)), or (2) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 promulgated under the Exchange Act within five (5) days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Relevant Registration Statement will not be "reviewed," or not subject to further review or comment, or (3) a Relevant Registration Statement is not declared effective by the Commission on or prior to (subject to subclause x) ninety (90) days from the issuance of the Common Stock (or one hundred twenty (120) days from filing in the event the Company then has effected two an S-4 Registration Statement on file), or (4) a Relevant Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of twenty-four (24) months from the last issuance of securities covered by such Relevant Registration Statement without being succeeded within ten (10) days by a subsequent Relevant Registration Statement filed with and declared effective by the Commission, or (5) trading in the Common Stock shall be suspended from the NASDAQ or a Subsequent Market for more than three (3) Business Days (which need not be consecutive days), or (6) an amendment to a Relevant Registration Statement is not filed by the Company with the Commission within twenty (20) days of the Commission's notifying the Company that such amendment is required in order for the Relevant Registration Statement to be declared effective (any such failure or breach being referred to as an "Event," and for purposes of clauses ----- (1) and (3) the date on which such Event occurs, or for purposes of clause (2) registrations the date on Form S-3 which such five (5) day period is exceeded, or its then equivalentfor purposes of clauses (4) and (6) the date which such 10 day-period is exceeded, or for purposes of clause (5) the date on which such three (3) Business Day-period is exceeded, being referred to as an "Event Date"), then, on an Event Date and each ---------- monthly anniversary thereof until the earlier to occur of (i) the third (3rd) monthly anniversary of the Event Date and (ii) such time as the applicable Event is cured, the Company shall pay to the Holder one percent (1%) of the aggregate Purchase Price paid by such Holder in the Offering, in cash, as liquidated damages and not as a penalty. Commencing on the (3rd) monthly anniversary of the Event Date and on each monthly anniversary thereof until the applicable Event is cured, the Company shall pay to the Holder 3% of the aggregate Purchase Price paid by such Holder in the Offering, in cash, as liquidated damages and not as a penalty. If the Company fails to pay the liquidated damages hereunder in full pursuant to this Section 3.4 during on the date such calendar year and amount is due in accordance with this Section, the Company will pay interest thereon at a rate of 18% per annum (or the lesser amount permitted by applicable law), accruing daily from such registrations have been declared or ordered effective and date until the sales of Registrable Securities under liquidated damages hereunder, plus all such registration statement have closedinterest thereon, are paid in full. (c) Registrations effected pursuant to this Section 3.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3.

Form S-3 Registration. In case the Company shall receive from Preferred Stock Holders at any time after the completion of the first registration statement for a public offering of securities of the Company (other than a registration statement relating solely to the sale of securities to current or former employees, officers, advisors, consultants or directors of the Company or any subsidiary of the Company pursuant to a stock purchase plan or stock option or restricted stock awards approved by the Board of Directors of the Company or a registration statement on Form S-4 or a similar successor form), a written request from a Holder or Holders of Registrable Securities that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 1.12: (1) if (i) Form S-3 is not available for such offering by the Holders; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, Holders propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriting discounts or commissions) of less than $2,000,0001,000,000; (iii3) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty one hundred twenty (60120) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.12; provided, however, that the Company shall not utilize this right more than once in any eighteen twelve (1812) month period; or (iv4) if the Company has already effected two (2) registrations on Form S-3 (S-3, or its then equivalent) any equivalent successor form, for the Holders pursuant to this Section 3.4 during 1.12 within the twelve months preceding such calendar year and request; or (5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to this Section 1.12, including, without limitation, all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one (1) counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriting discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 3.4 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 1.2 or 3.31.3. (d) The Company shall not be obligated to effect any registration pursuant to this Section 1.12 if the Company delivers to the Holders requesting registration under this Section 1.12 an opinion, in form and substance acceptable to such Holders, of counsel satisfactory to such Holders, that the Registrable Securities so requested to be registered may be sold or transferred pursuant to Rule 144(k) under the Act.

Form S-3 Registration. In case the Company shall receive no sooner than six (6) months after the Closing Date from Preferred Stock any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreesshall: (a) to promptly give written notice of the proposed registration, and any related qualification or compliancequalification, to all other Holders; and (b) as soon as practicable after receiving such practicable, file a request, to registration statement and effect such registration and all such qualifications and compliances as may be so requested requested, subject to Section 7.5(d) hereof, and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified specified, in a written request given within fifteen (15) 15 business days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualification, registration or compliance qualification pursuant to this Section 3.4 if 7.6: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than Five Hundred Thousand Dollars ($2,000,000500,000); (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement Registration Statement for a period of not more than sixty (60) 90 days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 7.6; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) 12-month period; or (iv) if the Company has has, within the 12- month period preceding the date of such request, already effected two (2) registrations one registration on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 during 7.6; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (c) Registrations effected pursuant to this Section 3.4 7.6 shall not be counted as demands for registration or demand registrations effected pursuant to Sections 3.2 or 3.3Section 7.2.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agrees: will: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder' s or Holders’ , Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 9.6: (1) if (i) Form S-3 is not available for such offering by the Holders; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2,000,000250,000; (iii3) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.49.6; PROVIDED, providedfurther, however, that the Company shall not utilize this right more than once in any eighteen (18) twelve-month period; or (iv4) if the Company has within the twelve-month period preceding the date of such request, already effected two (2) registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 during such calendar year and such registrations have been declared 9.6; or ordered effective and the sales of Registrable Securities under (5) if such registration statement have closed. could be declared effective within the one hundred twenty (c120) Registrations day period following the effective date of any registration effected by the Company pursuant to the request of stockholders of the Company under this Section 3.4 shall not 9.6; or (6) in any particular jurisdiction in which the Company would be counted as demands for registration required to qualify to do business or registrations effected pursuant to Sections 3.2 execute a general consent to service of process in effecting such registration, qualification or 3.3compliance.

Form S-3 Registration. In case the Company shall receive from Preferred Stock Holders the Investor a written request that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b)S-3 or similar short-form registration statement, and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holdersthe Investor, the Company agreeswill, to the extent eligible to utilize Form S-3 or similar short-form registration statement: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, use its best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holders’ the Investor’s Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 2.11: (1) if (i) Form S-3 is not then available for such offering by the HoldersInvestor; (ii2) the Holders, together with the holders of any other securities of if the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price shall furnish to the public of less than $2,000,000; (iii) the Company furnishes to the Holders Investor a certificate signed by the Chief Executive Officer or President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously materially detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Preferred Stock Holders Investor under this Section 3.4, 2.11; provided, however, that the Company shall not utilize this right more than once in any eighteen twelve month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such sixty day period (18other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (3) if the Company has, within the twelve (12) month period; or (iv) period preceding the Company has date of such request, already effected two (2) registrations one registration on Form S-3 (or its then equivalent) for the Investor pursuant to this Section 3.4 2.11; (4) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (5) during such calendar year and such registrations have been declared or ordered the period ending one hundred eighty (180) days after the effective and the sales date of Registrable Securities under such a registration statement have closedsubject to Section 2.2 hereof. (cb) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Investor. All expenses incurred in connection with a registration requested pursuant to Section 2.11, including (without limitation) all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of counsel for the selling the Investor and counsel for the Company, but excluding any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 3.4 2.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.32.1. (c) If the Investor intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as part of its request made pursuant to this Section 2.11 and the Company shall include such information in the written notice referred to in Section 2.11(a). The provisions of Section 2.1(b) shall be applicable to such request (with the substitution of Section 2.11 for references to Section 2.1).

Form S-3 Registration. In case the Company shall receive --------------------- from Preferred Stock any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to an underwritten offering of all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 1.12: (1) if (i) Form S-3 is not available for such offering by the Holders; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2,000,0001,000,000; (iii3) if the Company furnishes shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.12; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) twelve month period; or (iv4) in any particular jurisdiction in which the Company has effected two (2) registrations on Form S-3 (would be required to qualify to do business or its then equivalent) pursuant to this Section 3.4 during execute a general consent to service of process or to submit to the taxing authority of such calendar year and jurisdiction, in effecting such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (c) Subject to the foregoing, the Company shall file a registration statement on Form S-3 covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the Company (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder and if Company counsel does not make itself available for this purpose, then the Company will pay the reasonable fees and disbursements of one counsel for the selling Holders), but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 3.4 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 1.2 or 3.31.3, respectively.

Form S-3 Registration. In case the Company shall receive receive, not less than one hundred fifty (150) days after the closing date of the merger, from Preferred Stock one or more Initiating Holders a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), ) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holdersany Holder, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable practicable, but not earlier than six (6) months after receiving such a requestthe date hereof, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Initiating Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification, qualification or compliance pursuant to this Section 3.4 if 2.4: (i) if Form S-3 is not available for such offering by the Holders; , or (ii) if the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($2,000,000; 500,000), or (iii) if within ten (10) business days of receipt of a written request from any Initiating Holder pursuant to this Section 2.4, the Company furnishes gives notice to such Initiating Holder of the Company’s bona fide intention to makea public offering within sixty (60) days including pursuant to a Special Registration Statement (other than of the type described in Section 1.1(k)(I)); provided, however, that the Company may not exercise this right more than one time; (iv) if the Company shall furnish to the Initiating Holders a certificate signed by the President Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Preferred Stock Holders Initiating Holder under this Section 3.42.4, provided, however, that the Company shall may not utilize exercise this right more than once one time; or (v) in any eighteen (18) month period; or (iv) particular jurisdiction in which the Company has effected two (2) registrations on Form S-3 (would be required to qualify to do business or its then equivalent) pursuant to this Section 3.4 during execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (cb) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Initiating Holder. Registrations effected pursuant to this Section 3.4 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 2.2 or 3.32.3, respectively.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, but in no event earlier than six (6) months prior to the expiration of the Restricted Period, the Company agreeswill: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.12: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate gross offering price to the public of less than $2,000,00050,000,000; (iii) if the Company furnishes shall furnish to the Holders a the certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such timeeffect described in Section 1.2(c), in which event the Company shall have the right to defer the filing of the Form S-3 registration statement or the use of the related prospectus for a period of not more than sixty ninety (6090) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.12 (provided, however, that the Company shall not utilize this right more than once in any eighteen (18twelve-(12) month period); or (iv) if the Company has, within the ninety (90) day period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 1.12; (v) after the Company has effected two a total of six (26) registrations on Form S-3 (or its then equivalent) pursuant to this Section 3.4 during such calendar year 1.12 or Section 1.2 and such registrations have been declared or ordered effective and effective; or (vi) in any particular jurisdiction in which the sales Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification, or compliance. Any such Registrable Securities under such registration statement have closedshall remain subject, to the extent applicable, to the standstill restrictions of Section 5. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. If a majority in interest of the Holder or Holders requesting registration so elect, the Company shall cause such registration statement to be filed as a shelf registration pursuant to SEC Rule 415 (or any applicable successor rule) and keep such shelf registration effective for six (6) months. All expenses incurred in connection with any registrations requested pursuant to Section 1.12, including all registration, filing, qualification, printer's and accounting fees, and the fees and disbursements of counsel for the selling Holder or Holders (in an amount not to exceed $25,000) and counsel for the Company, but excluding any underwriters' discounts or commissions arising from the sale of the Registrable Securities thereunder, shall be borne by the Company. Registrations effected pursuant to this Section 3.4 1.12 shall not be counted as demands or requests for registration or registrations effected pursuant to Sections 3.2 or 3.3Section 1.2.

Form S-3 Registration. In case the Company shall receive from Preferred Stock any Holder or Holders of at least fifteen percent (15%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreeswill: (a) to promptly within ten (10) days give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) the Holders, together with the holders of any other securities of if the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; (iii) the Company furnishes shall furnish to the Holders a certificate signed by the President or chief executive officer of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously materially detrimental to the Company and its stockholders holders of capital stock for such Form S-3 registration to be effected at such timetime because such action would (x) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Preferred Stock Holders under this Section 3.4, is given; provided, however, that the right to delay a Form S-3 request under this Section 1.4(b) shall be exercised by the Company shall not utilize this right more than once in any eighteen twelve (1812) month period; or (iviii) if the Company has has, within the 12-month period preceding the date of such request, already effected two three (23) registrations on Form S-3 (or its then equivalent) for the Holders pursuant to this Section 3.4 1.4; (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (v) during such calendar year and such registrations have been declared or ordered the period ending 180 days after the effective and the sales date of Registrable Securities under such a registration statement have closedsubject to Section 1.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.4 1.4 shall not be counted as demands for registration or piggyback registrations effected pursuant to Sections 3.2 1.2 or 3.31.3, respectively.

Form S-3 Registration. After its Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. In case the Company shall receive from Preferred Stock the Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agreesshall: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use best efforts to effect, as soon as practicable after receiving such a requestpracticable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualificationqualification or compliance, or compliance pursuant to this Section 3.4 if section 1.4: (i) if Form S-3 is not available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $2,000,000; 1,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the President Chief Executive Officer or Chairman of the Board of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Preferred Stock Holder or Holders under this Section 3.4, 1.4; provided, however, that the Company shall not utilize this right more than once in any eighteen (18) twelve month period; or or (iv) in any particular jurisdiction in which the Company has effected two (2) registrations on Form S-3 (would be required to qualify to do business or its then equivalent) pursuant to this Section 3.4 during execute a general consent to service of process in effecting such calendar year and such registrations have been declared registration, qualification or ordered effective and the sales of Registrable Securities under such registration statement have closedcompliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.4 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Sections 3.2 or 3.31.2.