Common use of Form S-3 Registration Clause in Contracts

Form S-3 Registration. In the event that the Company shall receive, from 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 with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 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 or compliance, pursuant to this Section 1.3: (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 before deducting any underwriters' discounts or commissions) of less than $500,000; (iii) if 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 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 180 days after receipt of the request of the Holder or Holders under this Section 1.3; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, effected a registration on Form S-3 for the Holders pursuant to this Section 1.3; (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; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders who hold in excess of not less than fifty thirty percent (5030%) of the Registrable Securities then outstandingSecurities, a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 Holder's ’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 or compliance, pursuant to this Section 1.3: 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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,000; ; (iii) if the Company 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 180 60 days (which may be extended by the Company for an additional 60 days if in the good faith judgment of the Board of Directors the serious detriment was continuing) after receipt of the request of the Holder or Holders under this Section 1.31.12; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); period; or (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, effected a registration on Form S-3 for the Holders pursuant to this Section 1.3; (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; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (c) If the Holders initiating the registration request hereunder (the “Participating 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 1.12 and the Company shall include such information in the written notice referred to in Section 1.12(a). In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Participating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Participating Holders. Notwithstanding any other provision of this Section 1.12, if the underwriter advises the Participating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Participating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Participating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (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 Holders. Registrations effected pursuant to this Section 1.12 shall not be counted as the required registration under Section 1.2 or the demand for registration or registrations effected pursuant to Sections 1.3 or 1.4, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Preferred Stock Holders of not less than holding at least fifty percent (50%) of the Outstanding Registrable Securities then outstanding, held by Preferred Stock Holders a written request or requests that the Company effect a registration on Form 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 shallagrees: (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 practicablepracticable 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 Holder's or 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, qualification qualification, or compliance, compliance pursuant to this Section 1.3: 3.4 if (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 before deducting any underwriters' discounts or commissions) of less than $500,000; 1,000,000; (iii) if the Company shall furnish furnishes 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 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 180 sixty (60) days after receipt of the request of the Holder or Preferred Stock Holders under this Section 1.3; 3.4, provided, however, that the Company shall not utilize this right more than once in any twelve eighteen (1218) month period period; or (iv) the Company has effected two (2) registrations on Form S-3 (or its then equivalent) pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of 3.4 during such request, effected a registration on Form S-3 for the Holders pursuant to this Section 1.3; (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; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 calendar year and such registration has registrations have been declared effective or ordered effectiveeffective and the sales of Registrable Securities under such registration statement have closed. (c) Subject Registrations effected pursuant to the foregoing, the Company this Section 3.4 shall file a not be counted as demands for registration statement covering the Registrable Securities so requested effected pursuant to be registered as soon as practicable after receipt of the request or requests of the HoldersSection 3.2.

Form S-3 Registration. In the event that case the Company shall receive, will receive from 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 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company shallwill: (a) 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, 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 Holder's ’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 will not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.31.4: (i1) if 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 deducting any underwriters' discounts or commissions) of less than Five Hundred Thousand Dollars ($500,000); (iii3) if the Company shall will furnish to the Holders 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 will 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 180 one hundred twenty (120) days after following receipt of the request of the Holder or Holders under this Section 1.3; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii)1.4; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a one (1) registration on Form S-3 for the Holders pursuant to this Section 1.3;1.4; or (vi5) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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.

Form S-3 Registration. In the event that case the Company shall receive, receive a written request or requests from any Holder or Holders of not less than fifty percent at least one-third (50%1/3) of the Registrable Securities then outstanding, a written request or requests outstanding that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 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; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.3: 1.12: (i1) if 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 deducting (net of any underwriters' discounts or commissions) of less than $500,000; 2,000,000; (iii3) if 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 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 180 sixty (60) days after receipt of the request of the Holder or Holders under this Section 1.3; provided1.12, howeverPROVIDED, HOWEVER, that the Company shall not utilize this right more than once in any twelve twelve-month period; or (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, effected a registration on Form S-3 for the Holders pursuant to this Section 1.3; (vi4) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty percent (50%) 25% of the Registrable Securities then outstanding, a written -5- request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 Holder's ’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, qualification or compliance, pursuant to this Section 1.3: 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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,000; 1,000,000; (iii) if 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 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 180 120 days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) -month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.4; (viv) 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 or (viivi) during the period ending 180 days after the Company has effected one (1) effective date of a registration pursuant statement subject to Section 1.2 and such registration has been declared effective or ordered effective1.3. (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In If, at any time after the event that Registration Withdrawal Date, the Company shall receive, receive from any Holder one or more 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 and any related blue sky or similar qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall: (a) promptly Within five days of the receipt thereof, give written notice of the proposed registration, and any related blue sky or similar qualification or compliance, to all other Holders; and (b) Cause, as soon as reasonably practicable, 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 Holder's or 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 such Holders may reasonable 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) twenty 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, qualification or compliance, pursuant to this Section 1.3section 2.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if 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 deducting any underwriters' discounts or commissions) of less than $500,0001,000,000; (ii) If the Company has, within the twelve month period preceding the date of such request, already effected two registrations for the Holders pursuant to this section 2.3 or section 2.4; (iii) if If the Company shall furnish furnishes 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 180 ninety days after receipt of the request of the Holder or Holders under this Section 1.3section 2.3; provided, however, provided that the Company shall not utilize this right, together with its right under section 2.4(c), more than once in any twelve (12) month period; provided, further, that the Company shall not register shares for its own account during such ninety day period pursuant unless the Holder can exercise its right to this Section 1.3(b)(iii);request the registration of Registrable Securities under section 2.2; or (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, effected a registration on Form S-3 for the Holders pursuant to this Section 1.3; (vi) in 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 reasonably practicable after receipt of the request or requests of the Holders.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty ten percent (5010%) of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 Holder's ’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 or compliance, pursuant to this Section 1.3: 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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,000; 1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President or other 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 180 120 days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize this deferral right more than once in any twelve (12) twelve-month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, effected a registration on Form S-3 for the Holders pursuant to this Section 1.3; (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; or or (viiv) during the period ending one hundred eighty (180) days after the Company has effected one (1) effective date of a registration pursuant statement subject to Section 1.2 and such registration has been declared effective or ordered effective1.3. (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty percent (50%) of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) 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, 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 Holder's ’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, qualification or compliance, pursuant to this Section 1.3: 1.11: (i1) if Form S-3 is not available for such offering by the Holders; ; (ii2) if the participating 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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,000; 1,000,000; (iii3) if the Company 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 180 sixty (60) days after receipt of the request of the Holder or Holders under this Section 1.31.11; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.11; or (vi5) 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 (vii) after compliance unless the Company has effected one (1) registration pursuant is already subject to Section 1.2 service in such jurisdiction and such registration has been declared effective or ordered effectiveexcept as may be required by the Act. (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 1.11, including (without limitation) all registration, filing, qualification, printer’s and accounting fees, reasonable fees and expenses for one special counsel for the Holders associated with Registrable Securities (such special counsel to be selected by a majority in interest of the Holders requesting such registration) and the fees and disbursements of counsel for the Company, but excluding any underwriters’ discounts or commissions shall be borne by the Company. Registrations effected pursuant to this Section 1.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively. (d) The Company shall not be obligated to effect any registration pursuant to this Section 1.11 if the Company delivers to the Holders requesting registration under this Section 1.11 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 the event that case the Company shall receive, receive from --------------------- any Holder or Holders of not less than fifty percent (50%) of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and; (b) as soon as practicable, 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 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, qualification or compliance, pursuant to this Section 1.31.2: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders 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 deducting (net of any underwriters' discounts or commissions) of less than $500,000; (iii) if 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 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 180 90 days after receipt of the request of the Holder or Holders under this Section 1.31.2; provided, however, that the Company shall not utilize this right more than once twice in any twelve (12) month period pursuant to this Section 1.3(b)(iii)period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected a registration on Form S-3 for the Holders pursuant to this Section 1.3;Holders; or (viv) 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 (vii) after compliance unless the Company has effected one (1) registration pursuant is already subject to Section 1.2 service in such jurisdiction and such registration has been declared effective or ordered effectiveexcept as may be required by the Securities Act. (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 promptly after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.2, including (without limitation) all registration, filing, qualification, printer and accounting fees shall be borne by the Company. 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 selling Holders.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or the Holders of not less than fifty at least twenty percent (5020%) of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall: (a) 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, 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 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 or compliance, pursuant to this Section 1.32.3: (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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,000One Million Dollars (US$1,000,000); (iii) if the Company 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 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 180 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.3; 2.3, provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii)and provided further, that the Company shall not register any other of its shares during such one hundred twenty (120) day period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a one (1) registration on Form S-3 for the Holders pursuant to this Section 1.3;2.3; or (viv) in any particular jurisdiction in which the Company would be required to qualify to do business business, where not otherwise required, or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (c) Subject to the foregoing, the Company shall use commercially reasonable efforts to 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 2.3 shall not be counted as requests for registration effected pursuant to Section 2.1 or Section 2.2.

Form S-3 Registration. In case the event that the Company Corporation shall receive, receive from any Holder or Holders of not less than fifty percent (50%) 25% of the Registrable Securities then outstanding, outstanding a written request or requests that the Company Corporation effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallCorporation will: (a) 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, 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 Holder's ’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 CompanyCorporation; provided, however, that the Company Corporation shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.3: 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 Corporation 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 deducting any underwriters' discounts of $1,000,000 or commissions) less or under circumstances in which it would not reasonably be expected that the shares could immediately be sold to the public for an aggregate price to the public of less more than $500,000; 1,000,000; (iii) if the Company Corporation shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company Corporation stating that 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 at such timefiled, in which event the Company Corporation shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 180 90 days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company Corporation shall not utilize this right or the similar right set forth in Section 1.2(c) more than once in any twelve (12) -month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, effected a registration on Form S-3 for the Holders pursuant to this Section 1.3; (vi) in any particular jurisdiction in which the Company Corporation would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancecompliance unless the Corporation is already qualified to do business or subject to service of process in that jurisdiction; or or (viiv) during the period ending 180 days after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effectivedate of a Qualified IPO. (c) Subject to the foregoing, the Company Corporation 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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less holding more than fifty percent (50%) 20% of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 Holder's ’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, qualification or compliance, pursuant to this Section 1.3: 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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,000; 1,000,000; (iii) if 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 CompanyBoard, 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 180 120 days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) -month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.4; (viv) 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) if the Company has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4; or (vii) during the period ending 180 days after the Company has effected one (1) effective date of a registration pursuant statement subject to Section 1.2 and such registration has been declared effective or ordered effective1.3. (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty percent (50%) of the Registrable Securities then outstanding(for purposes of this Section 1.4, the “Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall: (a) 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, 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 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 or compliance, pursuant to this Section 1.31.4: (i) if Form S-3 is not available for such offering by the Holders;; or (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 before deducting (net of any underwriters' discounts or commissionsunderwriting discounts) of less than $500,000;; or (iii) if the Company 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 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 180 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.3; providedInitiating Holders, however, provided that such right shall be exercised by the Company not more than once and provided further that the Company shall not utilize this right more than once in register any twelve (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days securities for the account of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within itself or any other stockholder during such ninety (90) days;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); or (viv) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected a one registration on Form S-3 for the Holders pursuant to this Section 1.3;1.4 or has already effected an aggregate of six (6) registrations on Form S-3 for the Holders pursuant to this Section 1.4; or (viv) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 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 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Sections 1.2.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty percent (50%) of the Registrable Securities then outstanding, VS Investor a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement with respect to all or a part of the Registrable Securities owned by such Holder Investor or HoldersInvestors (a "Form S-3 Registration"), the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other HoldersInvestors of Registrable Securities; and (b) as soon as practicable, effect prepare and file and use its reasonable best efforts to cause to become effective such registration and all such qualifications and compliances as may be so requested and statement as would permit or facilitate the sale and distribution from time to time, of all or such portion of such HolderInvestor's or HoldersInvestors' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Investor or Holders Investors 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, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (subject to any S-3 Suspension Period(s) referred to below); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, registrations pursuant to this Section 1.35: (i) if Form S-3 is not available for such offering by the HoldersInvestors; (ii) if the HoldersInvestors, 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 deducting any underwriters' discounts or commissions) of less than two million dollars ($500,0002,000,000); (iii) if within thirty (30) days of receipt of a written request from any Investor or Investors pursuant to this Section 5, the Company gives notice to such Investor or Investors of the Company's intention to make a public offering within ninety (90) days, other than pursuant to a registration statement on Forms S-4, S-8 or another form not available for registering the Registrable Xxxxxxxies for sale to the public; (iv) if the Company shall furnish to the Holders Investors 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 180 ninety (90) days after receipt of the request of the Holder Investor or Holders Investors under this Section 1.35; 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 twelve (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days;period; or (v) if the Company has, within the twelve has already effected two (122) month period preceding the date of such request, effected a registration registrations on Form S-3 for the Holders Investors pursuant to this Section 1.3; (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; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective5. (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 HoldersInvestors. Registrations effected pursuant to this Section 5 shall not be counted as a demand for registration effected pursuant to Section 2. Each Form S-3 Registration Statement shall specify the intended methods of distribution of the subject Registrable Securities, which in no event shall include underwritten offerings, whether on a firm commitment or best efforts basis. The Company use its reasonable efforts to cause the resale prospectus in such Form S-3 Registration to be supplemented by any required prospectus supplement (subject to any S-3 Suspension Period(s) referred to below) during the 180 day period following initial effectiveness; provided, however, that with respect to Registrable Securities registered pursuant to such Form S-3 Registration Statement, each VS Investor agrees that it will not enter into any transaction for the sale of any Registrable Securities pursuant to such registration statement during the time after the furnishing of the Company's notice that the Company is preparing a supplement to such resale prospectus or Form S-3 Registration Statement and until the filing and effectiveness thereof. (d) The Company may, by notice in writing to each Investor, require Investors to suspend use of any resale prospectus included in a Form S-3 Registration for a reasonable time period (each such period, an "S-3 Suspension Period"), provided that all such suspensions shall not exceed one hundred twenty (120) days in the aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such continued use would require disclosure of a material financing, acquisition or other corporate transaction or development, and the Board of Directors of the Company determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Board of Directors of the Company determines in good faith that there is a valid business purpose or reason for suspending such continued use. In the event of each Suspension Period, the period of the Company's obligation to maintain the effectiveness of such Form S-3 Registration shall be extended for a period equal to the number of days elapsed during such S-3 Suspension Period. (e) Each Investor agrees that, upon receipt of notice from the Company of the commencement of an S-3 Suspension Period (an "S-3 Suspension Notice"), such Investor will forthwith discontinue any disposition of Registrable Securities pursuant to the Form S-3 Registration Statement or any public sale or distribution, including pursuant to Rule 144, until the earlier of (i) the expiration of the S-3 Suspension Period and (ii) such Investor's receipt of a notice from the Company to the effect that such suspension has terminated. If so directed by the Company, such Investor will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Investor's possession, of the most recent resale prospectus covering such Registrable Securities at the time of receipt of such S-3

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty percent (50%) at least 10% of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 Holder's ’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, qualification or compliance, pursuant to this Section 1.3: 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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,000; 1,000,000; (iii) if 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 CompanyBoard, 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 180 120 days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) -month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.4; (viv) 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 or (viivi) during the period ending 180 days after the Company has effected one (1) effective date of a registration pursuant statement subject to Section 1.2 and such registration has been declared effective or ordered effective1.3. (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from 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 S-3, with an anticipated aggregate gross offering price of not less than $2,000,000, and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) 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, effect such registration registration, up to one (1) 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 Holder's ’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, qualification or compliance, pursuant to this Section 1.3: 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 before deducting any underwriters' discounts or commissions) of less than $500,000; 2,000,000; (iii) if 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 the filing would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such timeinterfere with a material financing, corporate reorganization, acquisition, merger, consolidation or other material fact or event, 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 180 90 days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a one registration on Form S-3 for the Holders pursuant to this Section 1.3; 1.4; (viv) 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, and in which the Company is not already qualified to do business or subject to service of process; or or (viivi) during the period ending one hundred eighty (180) days after the Company has effected one effective date of (1x) a registration statement filed pursuant to Section 1.2 and such or a registration has been declared effective statement subject to Section 1.3 or ordered effective(y) the registration statement for the Company’s initial public offering. (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from 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 (or any successor to Form S-3) 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 Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 Holder's ’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, qualification or compliance, pursuant to this Section 1.3: 1.12: (i1) if 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 deducting (net of any underwriters' ’ discounts or commissions) of less than $500,000; 1,000,000; (iii3) if the Company 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 Company’s 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 180 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.31.12; provided, however, that the Company shall not utilize this right more than once in any twelve month period; (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v4) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.12; or (vi5) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 reasonable 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, shall be borne by the Company. Registrations effected pursuant to this Section 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty percent (50%) a majority of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use all reasonable best efforts to effect, as soon as practicable, 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 Holder's ’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, qualification or compliance, pursuant to this Section 1.3: 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 before deducting any underwriters' discounts or commissions) of less than $500,000; 1,000,000; (iii) if 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 CompanyDirectors, 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 180 90 days after receipt of the request of the Holder or Holders under this Section 1.31.4; 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 twelve (12) -month period pursuant to this Section 1.3(b)(iii); period; provided, further that the Company shall not register any securities for its own account or any other stockholder, other than an Excluded Registration, during such 90 day period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.4 (vicounting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold); (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 compliancecompliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or or (viivi) during the period ending 180 days after the Company has effected one (1) effective date of a registration pursuant statement subject to Section 1.2 and such registration has been declared effective or ordered effective1.3. (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 1.2 or Section 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty percent (50%) at least a majority of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 Holder's ’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, qualification or compliance, pursuant to this Section 1.3: 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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,000; 10,000,000; (iii) if 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 Managing 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 180 120 days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) -month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.4; (viv) 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 or (viivi) during the period beginning on the effective date of, and ending 180 days after the Company has effected one (1) effective date of a registration pursuant statement subject to Section 1.2 and such registration has been declared effective or ordered effective1.3. (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder one or more 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 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, provided that the number of shares requested to be sold would have an aggregate price to the public of at least $1,000,000, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 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, qualification or compliance, pursuant to this Section 1.3: 1.12: (i1) if 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 deducting (net of any underwriters' discounts or commissions) of less than $500,000; 1,000,000; (iii3) if 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 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 180 60 days after receipt of the request of the Holder or Holders under this Section 1.31.12; provided, however, that the Company shall not utilize this right more than once in any twelve month period; (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.12; or (vi5) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 the first two registrations requested pursuant to Section 1.12, including (without limitation) all registration, filing and qualification fees, printing 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, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by the Company, and the expenses of any subsequent registration shall be borne pro rata by the Holder or Holders participating in the Form S-3 Registration. Registrations effected pursuant to this Section 1.12 shall not be counted as demands for registration or registrations effected pursuant to Section 1.2.

Form S-3 Registration. In the event that If at any time when it is eligible to use a Form S-3 registration statement, the Company shall receive, receive from any Holder or the Initiating 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 (or any successor to Form S-3) 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 Holder or Holders, the Company shallwill: (a) 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, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, 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 Holder's ’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 or compliance, compliance pursuant to this Section 1.32.4: (i) if Form S-3 is not available for such offering by the Holders;, or (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 before deducting any underwriters' discounts or commissions) of less than one million dollars ($500,000;1,000,000), or (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 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 a certificate signed by the President Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of Board, such registration would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company, it would be seriously detrimental to ; (ii) require premature disclosure of material information that the Company and its stockholders has a bona fide business purpose for such Form S-3 registration preserving as confidential; or (iii) render the Company unable to be effected at such timecomply with requirements under the Securities Act or Exchange Act, 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 180 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.32.4; 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 twelve (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3period, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days;or (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.3;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; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2.

Form S-3 Registration. In the event that case the Company shall receive, receive from 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 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company shallwill: (a) 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, 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 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, qualification or compliance, compliance pursuant to this Section 1.3: (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 before deducting any underwriters' discounts or commissions) of less than One Million Dollars ($500,0001,000,000); (iii) if the Company shall furnish to the Holders 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 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 180 days after receipt of the request of the Holder or Holders under this Section 1.3; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a one (1) registration on Form S-3 for the Holders pursuant to this Section 1.3;; or (viv) in any particular jurisdiction in which the Company would be required to (A) qualify as a foreign corporation or as a dealer in securities in such jurisdiction where it would not otherwise be required to do business qualify but for this Agreement or (B) take any action that would subject it to execute a general consent to service of process in effecting suits or to taxation in such registration, qualification or compliance; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effectivejurisdiction where it is not then so subject. (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.

Form S-3 Registration. In the event that case the Company shall receive, receive from any a 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 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly Promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as As soon as practicable, 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 Holder's ’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, qualification or compliance, pursuant to this Section 1.3: 2.11: (i1) if 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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,000; 1,000,000; (iii3) if 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 CompanyBoard, 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 180 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.32.11; provided, however, that the Company shall not utilize this right (or any similar right granted to the Company pursuant to Section 2.1(d)) more than once twice in any twelve (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, and provided further that the Company gives notice to shall not register any securities for the Holders account of the Company's intention to make a public offering within itself or any other stockholder during such ninety (90) days; day period (v) if other than a registration relating solely to the sale of securities of participants in a Company hasstock plan, within a registration relating to a corporate reorganization or transaction under Rule 145 of the twelve (12) month period preceding the date of such requestSecurities Act, effected a registration on Form S-3 for any form that does not include substantially the Holders pursuant same information as would be required to this Section 1.3; 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); (vi4) 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 or (vii5) during the period ending one hundred eighty (180) days after the Company has effected one (1) effective date of a registration pursuant statement subject to Section 1.2 and such registration has been declared effective or ordered effective2.2 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 2.11 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. (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 the event that case the Company shall receive, receive at any time after ninety (90) days from any Holder or Holders of not less than fifty percent (50%) of the Registrable Securities then outstanding, a Closing Date written request or requests from a Holder that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 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 made within fifteen thirty (1530) days after receipt of the Company shall have given such written notice from the Companypursuant to Section 12.1 hereof; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.3: 7.9 (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 before deducting any underwriters' discounts or commissions) of less than Five Million Dollars (US $500,000; 5,000,000); (iii) 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 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 Registration Statement for a period of not more than 180 one hundred eighty (180) days after receipt of the request of the Holder or Holders under this Section 1.37.9; provided, however, that the Company shall not utilize this right more than once in any twelve (12) 12 month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) nine month period preceding the date of such request, already has effected a one registration on Form S-3 for the Holders pursuant to this Section 1.3; 7.9 or within the 48 month period preceding the date of such request already has effected five such registrations and other similar provisions granting rights to the registration on Form S-3; or (viv) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (c) . Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered (including securities which the Company wishes to issue), as soon as practicable after receipt of the request or requests of the Holders. All expenses, other than underwriting discounts and commissions, incurred in connection with the registrations pursuant to this Section 7.9, including (without limitation) all other registration, filing, qualification, printer's and accounting fees shall be borne by the Company.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or the Holders of not less than fifty at least ten percent (5010%) of the Registrable Securities then outstanding, a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) 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, 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 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 or compliance, compliance pursuant to this Section 1.3: 2.4: (i) if Form S-3 is not available under the Securities Act or rules or regulations promulgated thereunder 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 before deducting any underwriters' discounts or commissions) of less than $500,000; , (iii) 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 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 180 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.3; provided2.4, howeverprovided that, that such right to defer the filing may be exercised by the Company shall not utilize this right no more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); one-year period, (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.3; 2.4, or (viv) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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. All such expenses incurred in connection with registrations requested pursuant to this Section 2.4 shall be paid by the selling Holders pro rata with respect to their included shares, including without limitation all registration, filing, qualification, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of a single counsel for the selling Holder or Holders.

Form S-3 Registration. In the event that case the Company shall receive, receive (a) from any Holder or Holders of not less than fifty percent Registrable Securities at any time after the date two (50%2) years after the effective date of the Registrable Securities then outstandingfirst registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 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, qualification or compliance, pursuant to this Section 1.3: section 1.12: (i1) if 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 deducting (net of any underwriters' discounts or commissions) of less than $500,000; ; (iii3) if 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 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 180 60 days after receipt of the request of the Holder or Holders under this Section 1.31.12; provided, however, that the Company shall not utilize this right more than once in any twelve month period; (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v4) 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 1.3; 1.12; or (vi5) 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 (vii) after compliance unless the Company has effected one (1) registration pursuant is already subject to Section 1.2 service in such jurisdiction and such registration has been declared effective or ordered effectiveexcept as may be required under the Act. (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 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 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty twenty percent (5020%) of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 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, qualification or compliance, pursuant to this Section 1.3: 1.12: (i1) if 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 deducting (net of any underwriters' discounts or commissions) of less than $500,000; ; (iii3) if 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 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 180 120 days after receipt of the request of the Holder or Holders under this Section 1.31.12; provided, however, that the Company shall not utilize this right more than once in any twelve month period; (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration on Form S-3 two registrations for the Holders pursuant to this Section 1.3; 1.12 or Section 1.2, collectively; or (vi5) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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, printers' 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 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from 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 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company shallwill: (a) 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, effect such registration and all such qualifications and compliances as may be so so-requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’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, qualification or compliance, compliance pursuant to this Section 1.31.4: (i1) if 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 deducting any underwriters' discounts or commissions) of less than Three Million Dollars ($500,0003,000,000); (iii3) if the Company shall furnish to the Holders 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 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 no more than twice during any twelve (12) month period for a period of not more than 180 ninety (90) days after following receipt of the request of the Holder or Holders under this Section 1.3; provided1.4, however, provided that the Company shall not utilize be entitled to exercise the deferral rights set forth in this right more than once in Section 1.4(b)(3) to defer two consecutive requests by any twelve (12) month period Holder or Holders of Registrable Securities that the Company effect a registration on Form S-3 pursuant to this Section 1.3(b)(iii)1.4; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.31.4; (vi5) within three (3) months of the effective date of any registration referenced to in Sections 1.2 or 1.3 above, provided that the initiating Holder was permitted to sell Registrable Securities in such prior registration without a reduction in excess of ten percent (10%) of the number of such Holder’s Registrable Securities initially requested by such Holder to be registered in such registration; 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 registration, qualification or compliance; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or the Holders of not less than fifty percent (50%) of the Registrable Securities then outstanding(for purposes of this Section 1.4, the “Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall: (a) 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, 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 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 or compliance, pursuant to this Section 1.3section 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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,0005,000,000; (iii) if the Company 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 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 180 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.3; providedInitiating Holders, however, provided that such right shall be exercised by the Company shall not utilize this right more than once in any twelve (1212)-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 (120) month day period pursuant (other than a registration relating solely to this Section 1.3(b)(iiithe 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 within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.3;1.4; or (viv) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 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 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Sections 1.2.

Form S-3 Registration. In Notwithstanding the event that provisions of Section 1 above, if after the one (1) year anniversary of the Effective Time the Acquirer Common Stock has an Average Closing Price of $20.00 per share, and if the Company shall receive, receive from any Holder or Holders of not less than fifty percent (50%) 25% of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then, subject to the qualifications set forth herein and to any limitations that the SEC may impose, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; andHolders of Registrable Securities and to all holders of Clearlake Registrable Securities; (b) use commercially reasonable efforts to effect, as soon as practicable, 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 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 and all or such portion of the Clearlake Registrable Securities of any other Clearlake Holder or Clearlake 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 1.3: 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 before deducting any underwriters' discounts or commissions) of less than $500,000; 5,000,000; (iii) if the Company shall furnish to the Holders and the Clearlake 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 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 180 sixty (60) days after receipt of the request of the Holder or Holders under this Section 1.32.4; provided, however, that the Company shall not utilize this right or the similar right set forth in Section 2.2(c) more than once twice in any twelve (12) month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a two (2) registration on Form S-3 for the Holders pursuant to this Section 1.3; 2.4; (viv) 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 compliancecompliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or and (viivi) during the period ending one hundred eighty (180) days after the Company has effected one (1) effective date of a registration pursuant statement subject to Section 1.2 and such registration has been declared effective or ordered effective.2.3; and (c) Subject 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.

Form S-3 Registration. In case the event that the Company Corporation shall receive, receive --------------------- from any Holder or Holders of not less than fifty percent (50%) of the ZSPN Registrable Securities then outstanding, a written request or requests that the Company Corporation effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallCorporation will: (a) 1.4.1. promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) 1.4.2. as soon as practicable, effect such registration and all such qualifications and compliances compliance as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such 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 CompanyCorporation; provided, however, that the Company Corporation shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.3: 1.4: (i1) if the Registrable Securities requested by all Holders to be registered pursuant to this Section 1.4 have an anticipated aggregate offering price to the public (before deducting any underwriter discounts, concessions or commissions) of less than $1,000,000; (2) if Form S-3 is not available for such offering by the Holders; ; (ii3) 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 deducting any underwriters' discounts or commissions) of less than $500,000; (iii) if the Company Corporation shall furnish to the Holders a certificate signed by the President of the Company Corporation stating that 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 Registration to be effected 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 180 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company Corporation shall not utilize this right more than once twice in any twelve twelve-month period; (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v4) if the Company Corporation has, within the twelve (12) month period preceding the date of such request, already effected a registration one (1) or more registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.4; or (vi5) in any particular jurisdiction in which the Company Corporation 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (c) 1.4.3. Subject to the foregoing, the Company Corporation 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 1.4 shall not be counted as demands for registration pursuant to Sections 1.2.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty percent (50%) at least 20% of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) 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, 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 Holder's ’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, qualification or compliance, pursuant to this Section 1.3: 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 before deducting any underwriters' discounts or commissions) of less than $500,000; 1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President Chief Executive Officer of the Company or Chairman of the 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 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 180 90 days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) -month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, effected a registration on Form S-3 for the Holders pursuant to this Section 1.3; (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 compliancecompliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or or (viiv) during the period ending 90 days after the Company has effected one (1) effective date of a registration pursuant statement subject to Section 1.2 and such registration has been declared effective or ordered effective1.3. (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from 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 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 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, qualification or compliance, pursuant to this Section 1.3: section 1.12: (i1) if 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 deducting (net of any underwriters' discounts or commissions) of less than $500,000; 300,000 (iii3) if 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 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 180 60 days after receipt of the request of the Holder or Holders under this Section 1.31.12; provided, however, that the Company shall not utilize this right more than once in any twelve month period; (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v4) if the Company has, within the twelve (12) month period preceding the date ate of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.12; or (vi5) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 borne pro rata by the holder or Holders participating in the Form S-3 Registration. Registrations effected pursuant to this Section 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or the Holders of not less than fifty percent (50%) at least 30% of the Registrable Securities then outstanding, (the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such the S-3 Initiating Holder or S-3 Initiating Holders, the Company shallwill: (a1) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b2) as soon as practicable, 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 Holder's ’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, qualification or compliance, pursuant to this Section 1.3: 2(c): (i1) if Form S-3 is not available unavailable 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 deducting any underwriters' discounts or commissions) of less than $500,000; 1,000,000, unless the Registrable Securities to be so registered are all the Registrable Securities held by the S-3 Initiating Holders; (iii3) if the Company shall furnish to the Holders a certificate signed by the President Chairman of the Board or the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, as evidenced by a duly adopted resolution 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 180 ninety (90) days after receipt of the request of the S-3 Initiating Holder or S-3 Initiating Holders under this Section 1.32(c); provided, however, that the Company shall not utilize this right more than once in any twelve twelve-month period; or (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, effected a registration on Form S-3 for the Holders pursuant to this Section 1.3; (vi4) in any particular jurisdiction in which the Company would be required to qualify to do business business, subject itself to taxation measured by its income or revenues if the Company is not otherwise subject to such taxation in such jurisdiction or to execute a general consent to service of process in any such case in effecting such registration, qualification or compliance; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (c3) 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 Initialing Holders. All expenses incurred by the Company in connection with a registration requested pursuant to Section 2(c), 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 2(c) shall not be counted as demands for registration or registrations effected pursuant to Sections 2(a) or 2(b), respectively.

Form S-3 Registration. In the event that (a) Beginning 90 days after the Company shall receive, from any Holder or Holders of not less than fifty percent (50%) of the is eligible to register Registrable Securities then outstandingon Form S-3, a written request or requests that each Holder shall have the right to demand the Company effect a registration on Form S-3 with respect to all or a part of the its Registrable Securities owned by such Holder on Form S-3 and any related qualification or Holderscompliance. Upon receipt of written request, the Company shall: , as soon as practicable, (ai) promptly give written notice of the proposed registrationregistration to all other Holders, and any related qualification or and compliance, to all other Holders; and and (bii) as soon as practicable, 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 Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of request and any other Holder or Holders joining who notify the Company in such request as are specified in a written request given writing within fifteen (15) 10 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 or compliance, compliance pursuant to this Section 1.33: (i) if Form S-3 is not available for such offering by the HoldersHolder; (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 before deducting any underwriters' discounts or commissions) of less than Five Million Dollars ($500,0005,000,000); (iii) if the Company 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 180 one hundred eighty (180) days after following receipt of the request of the Holder or Holders under this Section 1.3; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii)3; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) 12 month period preceding the date of such request, already effected a one (1) registration on Form S-3 for the Holders per year pursuant to this Section 1.33 in which the Holder's Registrable Securities were included; provided, however, 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) if the Company has already effected two (2) registrations on Form S-3 pursuant to this Section 3; provided, however, if all of the Holders' Registrable Securities that were requested to be included in a prior registration pursuant to this Section 3 were not included in the prior registration as a result of cutback provisions imposed by a managing underwriter pursuant to Section 2(d) above, the Company shall be obligated to effect one (1) additional registration on Form S-3; (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; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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.

Form S-3 Registration. In the event that case the Company shall receive, receive from any --------------------- Holder or Holders of not less than fifty at least 10 percent (50%) of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly Promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and. (b) as As soon as practicable, 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 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, qualification or compliance, pursuant to this Section 1.3: section 6.12: (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 before deducting (net of any underwriters' discounts or commissions) of less than $500,000; ; (iii) if 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 be seriously detrimental to have a materially adverse effect on 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 180 60 days after receipt of the request of the Holder or Holders under this Section 1.36.12; provided, however, that the Company shall not utilize this right more than once in any twelve (12) -month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected a one registration on Form S-3 for the Holders pursuant to this Section 1.3; 6.12; (v) if the Company has already effected three registrations on Form S-3 for the Holders pursuant to this Section 6.12; 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; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 the registrations requested pursuant to Section 6.12, 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. Any underwriters' discounts or commissions associated with Registrable Securities pursuant to Section 6.12 shall be borne pro rata by the Holder or Holders participating in the Form S-3 Registration. Registrations effected pursuant to this Section 6.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 6.2.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or the Holders of not less than fifty at least twenty-five percent (5025%) of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall: (a) 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, 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 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 or compliance, pursuant to this Section 1.31.4: (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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,0001,000,000; (iii) if the Company 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 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 180 sixty (60) days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii)and provided further, that the Company shall not register any securities for the account of itself or any other stockholder during such 60-day period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) six-month period preceding the date of such request, already effected a one (1) registration on Form S-3 for the Holders pursuant to this Section 1.3;1.4; or (viv) in any particular jurisdiction in which the Company would be required to qualify to do business business, where not otherwise required, or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2 or Section 1.3.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or the Holders of not less than fifty at least twenty-five percent (5025%) of the Registrable Securities then outstanding, a written request or requests that the Company effect a registration on Form S-3 S-3, and any related qualification or compliance, with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall: (a) 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, 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 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 or compliance, pursuant to this Section 1.31.4: (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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,0001,000,000; (iii) if the Company shall furnish furnishes to the Holders a certificate signed by the President Chief Executive Officer or Chairman of the Board 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 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 180 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii)period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a one registration on Form S-3 for the Holders pursuant to this Section 1.3;1.4; or (viv) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.

Form S-3 Registration. In the event that case the Company shall receive, receive --------------------- from any Holder or Holders of not less than fifty percent (50%) 20% of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 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, qualification or compliance, pursuant to this Section 1.3: 1.4: (i1) if 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 deducting any underwriters' discounts or commissions) of less than $500,000; ; (iii3) if 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 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 180 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize this right more than once in any twelve month period; (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.4; or (vi5) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 HoldersHolders but not more than sixty (60) days after the receipt of such request. Registrations effected pursuant to this Section 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that If the Company shall receive, receive from 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 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use its commercially reasonable efforts to effect, as soon as practicable, 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 Holder's ’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 or compliance, pursuant to this Section 1.3: 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 before deducting (net of any underwriters' ’ discounts or commissions) of less than Two Million Dollars ($500,000; 2,000,000); (iii) if 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 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 180 to exceed ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.31.12; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3and provided further, that the Company gives notice to shall not register any securities for the Holders account of the Company's intention to make a public offering within itself or any other stockholder during such ninety (90) days; day period (vother 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, within the twelve (12) month period preceding the date of such request, already effected a one (1) registration on Form S-3 for the Holders pursuant to this Section 1.3; 1.12; or (viv) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (c) If the 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 1.12 and the Company shall include such information in the written notice referred to in Section 1.12(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.12 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 Holders. All expenses incurred in connection with all registrations requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of one special counsel for the selling stockholders (not to exceed Thirty-Five Thousand U.S. Dollars (U.S. $35,000) per registration), but excluding any underwriters’ discounts or commissions and stock transfer taxes, shall be borne by the Company. Registrations effected pursuant to this Section 1.12 shall not be counted as registrations effected pursuant to Sections 1.2 or 1.3.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty percent (50%) of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) 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, 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 Holder's ’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, qualification or compliance, pursuant to this Section 1.3: 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 before deducting any underwriters' discounts or commissions) of less than $500,000; 1,000,000; (iii) if iii)if 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 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 180 45 days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize this right or the similar right set forth in Section 1.2(c) more than once twice in any twelve 12-month period; (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if iv)if the Company has, within the twelve (12) -month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.4; (viv) 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 compliancecompliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or or (viivi) during the period ending 180 days after the Company has effected one (1) effective date of a registration pursuant statement subject to Section 1.2 and such registration has been declared effective or ordered effective1.3. (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or the Holders of not less than fifty at least thirty percent (5030%) of the Registrable Securities then outstanding, a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall: (a) 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, 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 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 or compliance, pursuant to this Section 1.31.4: (i) if Form S-3 is not available for use by the Company with respect to 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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,000750,000; (iii) if the Company 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 180 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii)period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.3;1.4; or (viv) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.

Form S-3 Registration. In the event that case the Company shall receive, receive from 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 (or any successor to Form S-3) 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 Holder or Holders, the Company shallwill: (a) 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, 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 Holder's ’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 or compliance, compliance pursuant to this Section 1.32.4: (i) if Form S-3 is not available for such offering by the Holders;, or (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 before deducting any underwriters' discounts or commissions) of less than two million dollars ($500,0002,000,000), or (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 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; provided that such Holders were permitted to register such shares as requested to be registered pursuant to Section 2.3 hereof without reduction by the underwriter thereof; (iiiiv) 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 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 180 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.32.4; 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 twelve (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3period, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days;or (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.3;2.4, or (vi) after the Company has effected seven (7) registrations pursuant to this Section 2.4, and such registrations have been declared or ordered effective; or (vii) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty percent (50%) of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) 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, 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 Holder's ’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, qualification or compliance, pursuant to this Section 1.3: 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 before deducting any underwriters' discounts or commissions) of less than $500,000; 1,000,000; (iii) if 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 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 180 120 days after receipt of the request of the Holder or Holders under this Section 1.31.4; 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 twelve (12) -month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.4; (viv) 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 compliancecompliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or or (viivi) during the period ending 180 days after the Company has effected one (1) effective date of a registration pursuant statement subject to Section 1.2 and such registration has been declared effective or ordered effective1.3. (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or the Holders of not less than fifty percent (50%i) at least a majority of Registrable Securities issued or issuable upon conversion of the Series A Preferred Stock then outstanding or (ii) at least a majority of Registrable Securities issued or issuable upon conversion of the Series B Preferred Stock then outstandingoutstanding (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall: (a) promptly within ten (10) days after receipt of such written request, 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, 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 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, qualification or compliance, pursuant to this Section 1.31.4: (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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,0005,000,000; (iii) if the Company shall furnish to the all 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 of Directors 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 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 180 ninety (90) days after receipt of the request of the Holder or Holders Initiating Holders, provided that in such event, the Initiating Holder(s) initially requesting such registration shall be entitled to withdraw such request and, if such request is withdrawn, such registration shall not count as one of the permitted registrations under this Section 1.3; provided, however, that 1.4 and the Company shall pay all registration expenses in connection with such registration provided further that such right shall be exercised by the Company not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii);period; or (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety has (90a) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.4, (vib) solely in any particular jurisdiction in which the Company would be required to qualify to do business case of the holders of Registrable Securities issued or to execute a general consent to service issuable upon conversion of process in effecting such registrationthe Series A Preferred Stock, qualification or compliance; or already effected five (vii5) after the Company has effected one (1) registration registrations on Form S-3 pursuant to clause (i) of the first sentence of this Section 1.2 and such registration has been declared effective 1.4, or ordered effective(c) solely in the case of the holders of Registrable Securities issued or issuable upon conversion of the Series B Preferred Stock, already effected five (5) registrations on Form S-3 pursuant to clause (ii) of the first sentence of this Section 1.4. (c) If the S-3 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 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. After the Company has become subject to the reporting requirements of the 1934 Act, the Company shall use its reasonable best efforts to make short-form registrations on Form S-3 available for the sale of Registrable Securities. If the Company is qualified to and, pursuant to the request of any Investor, has filed with the SEC a registration statement under the Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then the Company shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Act as soon as practicable after filing, and once effective, the Company shall cause such Shelf Registration to remain effective for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold pursuant to such Shelf Registration or (ii) the date as of which all of the Registrable Securities included in such Shelf Registration are able to be sold within a 90-day period in compliance with Rule 144 under the Act. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.

Form S-3 Registration. In the event that case the Company shall receive, receive from 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 (or any successor to Form S-3) 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 Holder or Holders, the Company shallwill: (a) 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, 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 Holder's ’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 or compliance, compliance pursuant to this Section 1.32.4: (i) if Form S-3 is not available for such offering by the Holders;, or (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 before deducting any underwriters' discounts or commissions) of less than five hundred thousand dollars ($500,000;), or (iii) if the Company 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 180 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.32.4; 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 twelve (12) month period pursuant to this Section 1.3(b)(iii);period, or (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety has already effected two (902) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, effected a registration registrations on Form S-3 for the Holders pursuant to this Section 1.3;2.4, or (viv) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty at least fifteen percent (5015%) of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 Holder's ’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, qualification or compliance, pursuant to this Section 1.3: 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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,000; 5,000,000; (iii) if 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 CompanyBoard, 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 180 days after receipt of the request of the Holder or Holders under this Section 1.3such filing; 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 twice in any twelve (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, and the Company gives notice shall only have the right to the Holders of the Company's intention delay a Form S-3 request on each occasion for a period not to make a public offering within exceed ninety (90) days; days individually, or one hundred and twenty (v120) days in the aggregate; (iv) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.4; (viv) 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 or (viivi) during the period ending 180 days after the Company has effected one (1) effective date of a registration pursuant statement subject to Section 1.2 and such registration has been declared effective or ordered effective1.3. (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 1.4 shall not be counted as demands for registration or piggyback registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty thirty percent (5030%) of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 Holder's ’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, qualification or compliance, compliance pursuant to this Section 1.3: 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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,000; 1,000,000; (iii) if 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 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 180 120 days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.4; or (viv) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from --------------------- any Holder or Holders of not less than fifty percent (50%) of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 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 or compliance, pursuant to this Section 1.3: 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 before deducting (net of any underwriters' discounts or commissions) of less than $500,000; 1,000,000, (iii) if 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 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 180 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company -------- ------- shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.4; (viv) 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 or (viivi) during the period ending ninety (90) days after the Company has effected effective date of a registration statement subject to Section 1.3 (one hundred eighty (1180) registration days in the case of the Company's initial public offering of securities pursuant to Section 1.2 and such a registration has been declared effective or ordered effectivestatement under the Securities Act). (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that If the Company shall receive, receives a request from any Holder or Holders of not less than fifty at least twenty percent (5020%) of the Registrable Securities then outstanding, a written request or requests outstanding that the Company effect a registration on Form S-3 with respect to all or a part of the Registrable Securities owned by such Holder or Initiating Holders, then the Company shall: (a) promptly within ten (10) days after the date such request is given, give written notice of the proposed registration, and any related qualification or compliance, registration to all Holders other Holdersthan the Initiating Holders (the “S-3 Notice”); and (b) as soon as practicable, use its commercially reasonable 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 Holder's or 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 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 1.3: 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 before deducting any underwriters' discounts or commissions(net of Selling Expenses) of less than $500,000; 2 million (based upon the public market price on the date of such request); (iii) if the Company shall furnish furnishes to the Holders a certificate signed by the President chief executive officer of the Company stating 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 180 30 days after receipt of the request of the Holder or Initiating Holders under this Section 1.32.3; provided, however, that the Company shall not utilize invoke this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety day period other than an Excluded Registration; or (90) days; (viv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.3; 2.3; or (viv) in any particular jurisdiction in which during 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 period ending one hundred eighty (vii180) days after the Company has effective date of a registration made under Section 2.2 hereof. Registrations effected one (1) pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 1.2 and such registration has been declared effective or ordered effective2.1. (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.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty ten percent (5010%) of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 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, qualification or compliance, pursuant to this Section 1.3: 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 before deducting (net of any underwriters' discounts or commissions) of less than $500,000; ; (iii) if 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 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 180 120 days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, effected a registration on Form S-3 for the Holders pursuant to this Section 1.3; (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; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective., (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive --------------------- from any Holder or Holders of not less than fifty thirty percent (5030%) of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 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 or compliance, pursuant to this Section 1.3: 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 before deducting (net of any underwriters' discounts or commissions) of less than $500,000; 250,000; (iii) if 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 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 180 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.4; or (viv) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively. (d) If, from time to time after a registration statement on Form S-3 has been declared effective, 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 Company there exists material non-disclosed information or events that render such registration statement inaccurate, then the Company may suspend further open market offers and sales of Registrable Securities under such registration statement (the "Suspension Right"). In the event the Company exercises the Suspension Right, such suspension shall continue for the period of time reasonably necessary for disclosure to occur at a time that is not materially detrimental to the Company, or until such time as the information or event is no longer material, each as determined in good faith by the Company (which period in either case shall not exceed fifteen (15) business days). The Company shall promptly give each Holder written notice of (i) any such suspension and (ii) the termination of such suspension.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or the Holders of not less than at least fifty percent (50%) of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall: (a) 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, 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 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 or compliance, pursuant to this Section 1.33.6: (i1) if 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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,0001,000,000; (iii3) if the Company shall furnish to the Holders a certificate signed by the President 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 180 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.33.6; provided, however, that the Company shall not utilize this right more than once in any twelve (12) twelve-month period pursuant to this Section 1.3(b)(iii)period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v4) if the Company has, within the twelve (12) twelve-month period preceding the date of such request, already effected a one registration on Form S-3 for the Holders pursuant to this Section 1.3;3.6; or (vi5) 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; (viic) after 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 has effected one (1) registration as a part of their request made pursuant to this Section 1.2 3.6 and the Company shall include such registration has been declared effective or ordered effectiveinformation in the written notice referred to in Section 3.6(a). The provisions of Section 3.2(b) shall be applicable to such request (with the substitution of Section 3.6 for references to Section 3.2). (cd) 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. Registrations effected pursuant to this Section 3.6 shall not be counted as requests for registration effected pursuant to Section 3.2. 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 3.6.

Form S-3 Registration. In the event that case the Company shall receive, receive from 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 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances compliance as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such 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 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 or compliance, compliance pursuant to this Section 1.3: 6.6: (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 before deducting (net of any underwriters' discounts or commissions) of less than Seven Hundred and Fifty Thousand Dollars ($500,000; 750,000.00); (iii) if the Company 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 180 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.36.6; provided, however, that the Company shall not utilize this right more than once twice in any twelve (12) -month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected a one registration on Form S-3 for the Holders pursuant to this Section 1.3; 6.6 and other similar provisions granting rights to registration on Form S-3; or (viv) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 6.6 shall not be counted as demands for registration effected pursuant to Section 6.2.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of then holding not less than fifty percent (50%) of the 100,000 Registrable Securities, including Registrable Securities issuable upon the exercise of warrants then outstandingheld by such Holder or Holders, a written request or requests that the Company effect a resale registration statement on Form S-3 and any related qualification or compliance with respect to all or a part of the not less than 100,000 Registrable Securities owned held by such Holder or Holders, the Company shallwill: (ai) promptly Promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders, if any; and (bii) as As soon as practicable, 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 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, qualification or compliance, pursuant to this Section 1.3: subsection B: (iw) 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 before deducting any underwriters' discounts or commissions) of less than $500,000; (iiix) if the Company 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 shareholders for such Form S-3 registration statement to be effected filed or declared 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 180 60 days after receipt of the request of the Holder or Holders under this Section 1.3subsection B; provided, however, that the Company shall not utilize this right more than once in any twelve month period; (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (vy) if the Company has, within the twelve (12) month period preceding the date of such request, previously effected a registration on Form S-3 for the any Holders pursuant to this Section 1.3; Subsection B which registration statement has been declared effective and has remained effective for a period of at least the lesser of (viA) 90 days or (B) until the distribution contemplated thereby shall have been completed; or (z) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (ciii) 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, and in any event within 45 days after (the "Filing Deadline"), receipt of the any request or requests of the Holders and use its commercially reasonable efforts to cause such filed registration statement to become effective by the Effectiveness Date. "Effectiveness Date" means the 90th day following receipt by the Company of any request or requests of their Holders.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or the Holders of not less than at least fifty percent (50%) of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall: (a) 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, 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 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 or compliance, pursuant to this Section 1.31.4: (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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,0005,000,000; (iii) if the Company 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 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 180 120 days after receipt of the request of the Holder or Holders under this Section 1.3; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii)1.4; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a two registration on Form S-3 for the Holders pursuant to this Section 1.3;1.4; or (viv) in any particular jurisdiction in which the Company would be required to qualify to do business business, where not otherwise required, or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (c) Subject to the foregoing, the Company shall use best efforts to 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 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2 or Section 1.4.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty at least forty percent (5040%) of the all Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as reasonably practicable, 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 Holder's ’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 or compliance, pursuant to this Section 1.3: 2.11: (i1) if 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 before deducting (net of any underwriters' ’ discounts or commissions) of less than one million dollars ($500,000; 1,000,000); (iii3) if 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 CompanyBoard, 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 timefiled in the near future, 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 180 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.32.11; provided, however, that the Company shall not utilize this right more than once in any twelve (12) twelve-month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, period; and provided further that the Company gives notice shall not register any securities for the account of itself or any other shareholder during such ninety-day period (other than a registration relating solely to the Holders sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Company's intention Securities Act, a registration on any form that does not include substantially the same information as would be required to make be included in a public offering within ninety 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); (90) days; (v4) if the Company has, within the twelve (12) twelve-month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.3; 2.11; (vi5) 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 or (vii6) during the period ending one hundred eighty (180) days after the Company has effected one (1) effective date of a registration pursuant statement subject to Section 1.2 and such registration has been declared effective or ordered effective2.2 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 under this Section 2.11 as soon as reasonably practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with registrations 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, not to exceed Forty Thousand Dollars ($40,000) for each of 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 2.11 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. (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 subsection 2.11(a). The provisions of subsection 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 the event that case the Company shall receive, receive from any the Holder or Holders of not less than fifty percent (50%) at least 25% of the Registrable Securities then outstandingSecurities, a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 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 or compliance, pursuant to this Section 1.3: section 1.12: (i1) if 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 deducting (net of any underwriters' discounts or commissions) of less than $500,000; 1,000,000; (iii3) if 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 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 180 sixty (60) days after receipt of the request of the Holder or Holders under this Section 1.31.12; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, effected a registration on Form S-3 for the Holders pursuant to this Section 1.3; (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; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective., (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 borne by the Company. Registrations effected pursuant to this Section 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty twenty-five percent (5025%) of the Registrable Securities then outstanding, or a lesser percentage if the aggregate offering price of the Registrable Securities to be included in the registration is at least $5,000,000, a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 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; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.3: 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 before deducting (net of any underwriters' discounts or commissions) of less than $500,000; 2,000,000; (iii) if 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 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 180 90 days after receipt of the request of the Holder or Holders under this Section 1.31.4; providedPROVIDED, howeverHOWEVER, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected a registration three registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.4; or (viv) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty percent (50%) 15% of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 Holder's ’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 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 or compliance, pursuant to this Section 1.3: 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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,000; 1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good 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 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 180 120 days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) -month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, has within the twelve (12) -month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.4; or (viv) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 1.2 or 1.3, respectively. If the Holders of Registrable Securities requesting registration under this Section 1.4 intend to distribute the Registrable Securities covered by their request by means of an underwriting, the provisions of Sections 1.8 shall apply to such registration.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty percent (50%) of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) 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, 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 Holder's ’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, qualification or compliance, pursuant to this Section 1.3: 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 before deducting any underwriters' discounts or commissions) of less than $500,000; 1,000,000; (iii) if 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 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 180 90 days after receipt of the request of the Holder or Holders under this Section 1.31.4; 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 twelve (12) -month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.4; (viv) 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 compliancecompliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or or (viivi) during the period ending 180 days after the Company has effected one (1) effective date of a registration pursuant statement subject to Section 1.2 and such registration has been declared effective or ordered effective1.3. (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In At any time when the event that Company is --------------------- eligible to register securities on Form S-3 and the holders of Registrable Securities are eligible to make demand for registration of Registrable Securities pursuant to Section 5.1, if the Company shall receive, receive from any Holder or Holders of not less than fifty percent (50%) Registrable Securities holding 5% or more of the Registrable Securities then outstanding, maximum shares of Fully Diluted Common Stock or $5 million or more in equity securities a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, Holders of the Registrable Securities the Company shall: will: (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (bii) as soon as practicable, practicable effect such registration and all such qualifications and compliances compliance's as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such 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, qualification or compliance, pursuant to this Section 1.3: 5.3 (iA) if Form S-3 is not available for such offering by the Holders; ; (iiB) if the Holders, together with the holders of more than two times in any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities twelve-month period; or (if any) at an aggregate price to the public before deducting any underwriters' discounts or commissions) of less than $500,000; (iiiC) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that to the effect that, in the good faith judgment of the Board of Directors Directors, the filing, the offering or the disclosure required thereby would adversely affect a pending or contemplated acquisition, financing or other material transaction of the Company, it would be seriously detrimental to the Company and its stockholders for it is therefore in the best interests of the Company to defer the filing of such Form S-3 registration to be effected at such timestatement, in which event then the Company shall have the right to defer such filing or to block the filing sale of the Form S-3 registration statement shares thereunder for a period of not more than 180 90 days after receipt the date of the request of the Holder or Holders under this Section 1.3furnishing such certificate; provided, however, that the Company shall may not utilize this exercise such -------- ------- right more than once in any twelve twelve-month period; and (12iii) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, effected a registration on Form S-3 for the Holders pursuant to this Section 1.3; (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; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (c) Subject 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. No registration effected pursuant to this Section 5.3 shall relieve the Company from its obligation to effect any registration pursuant to Section 5.1 or 5.2.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or the Holders of not less than fifty at least twenty-five percent (5025%) of the Registrable Securities then outstanding, a written request or requests that the Company effect a registration on Form S-3 S-3, and any related qualification or compliance, with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall: (a) 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, 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 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 obligated’ to effect any such registration, qualification or compliance, pursuant to this Section 1.31.4: (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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,0001,000,000; (iii) if the Company shall furnish furnishes to the Holders a certificate signed by the President Chief Executive Officer or Chairman of the Board 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 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 180 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii)period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a one registration on Form S-3 for the Holders pursuant to this Section 1.3;1.4; or (viv) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.

Form S-3 Registration. In the event that case the Company shall receive, receive from 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 (or any successor to Form S-3) 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 Holder or Holders, the Company shallwill: (a) 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, 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 Holder's ’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 or compliance, compliance pursuant to this Section 1.32.3: (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 before deducting any underwriters' discounts or commissions) of less than $500,0001,000,000; (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 gives notice to such Holder or Holders of the Company’s intention to make a public offering within one hundred and twenty (120) days, other than pursuant to a Special Registration Statement; (iv) if the Company 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 180 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.32.3; 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 twelve (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) daysperiod; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.3;2.3; 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; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1.

Form S-3 Registration. In the event that If the Company shall receive, receive from any Holder or Holders of not less than fifty percent (50%) 25% of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall: will (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and and (bii) as soon as practicable, 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 Holder's ’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. (a) Notwithstanding the foregoing, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.3: 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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,0001,000,000; (iii) if 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 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 180 90 days after receipt of the request of the Holder or Holders under this Section 1.32.4; provided, however, that the Company shall not utilize this right more than once twice in any twelve (12) 18 month period pursuant to this Section 1.3(b)(iii)period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) 12 month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.32.4; (viv) 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 (viivi) during the period ending 180 days after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (c) Subject to the foregoing, the Company shall file date of a registration statement covering the Registrable Securities so requested subject to be registered as soon as practicable after receipt of the request or requests of the HoldersSection 2.3.

Form S-3 Registration. In the event that case the Company shall receive, receive from --------------------- any Holder or Holders of not less than fifty twenty-five percent (5025%) of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 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 or compliance, pursuant to this Section 1.3: 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 before deducting any underwriters' offering price, net of underwriting discounts or and commissions) , of less than $500,000; 1,000,000; (iii) if 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 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 180 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the proposed effective date of such requestthe registration so requested, already effected a one registration on Form S-3 for the Holders pursuant to this Section 1.3; 1.4; or (viv) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from 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 S-3, and any related qualification or compliance, with respect to all or a part Registrable Shares where the aggregate net proceeds from the sale of the such Registrable Securities owned by such Holder or HoldersShares equals at least Five Hundred Thousand United States dollars ($500,000), the Company shall: will within twenty (a20) promptly days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and , and include in such registration all Registrable Shares held by all such Holders who wish to participate in such registration and provide the Company with written requests for inclusion therein within fifteen (b15) as soon as practicabledays after the receipt of the Company's notice. Thereupon, the Company shall effect such registration under the Securities Act and all such qualifications and compliances 71 as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such 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 or compliance, pursuant to this Section 1.3: 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 before deducting (net of any underwriters' discounts or commissions) of less than Five Hundred Thousand United States dollars ($500,000; ); (iii) if 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, Company it would be seriously detrimental to the Company and or 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 180 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.4; (v) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith; 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; or (viiiv) after the Holders have previously required the Company has effected one to file six (16) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effectiveS-3 registrations. (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.

Form S-3 Registration. In the event that case the Company shall receive, will receive from any Holder or Holders of not less than fifty percent (50%) at least 10% of the originally issued Series A Preferred Stock or such lesser percentage provided the proposed sale of Registrable Securities then outstanding, equals or exceeds the aggregate price threshold specified in SUBSECTION 1.12(b)(ii) below) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 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 will not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.3: SECTION 1.12: (i) if Form S-3 (or any successor short-form registration) 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 before deducting (net of any underwriters' discounts or commissions) of less than $500,000; 5,000,000; (iii) if the Company shall furnish 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 shareholders for such Form S-3 registration 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 180 60 days after receipt of the request of the Holder or Holders under this Section 1.3SECTION 1.12; provided, however, that the Company shall will not utilize this right more than once in any twelve (12) twelve-month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.3; SECTION 1.12; or (viv) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (c) Subject to the foregoing, the Company shall will 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; provided, however, that the Company will not be obligated to effect more than two registrations pursuant to this SECTION 1.12. 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, but excluding any underwriters' discounts or commissions associated with Registrable Securities, will be borne by the Company. Registrations effected pursuant to this SECTION 1.12 will not be counted as demands for registration or registrations effected pursuant to SECTIONS 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty ten percent (5010%) of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 Holder's ’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 or compliance, pursuant to this Section 1.3: 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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,000; 1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President or other 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 180 120 days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize this deferral right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, effected a registration on Form S-3 for the Holders pursuant to this Section 1.3; (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; or or (viiv) during the period ending one hundred eighty (180) days after the Company has effected one (1) effective date of a registration pursuant statement subject to Section 1.2 and such registration has been declared effective or ordered effective1.3. (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. (a) In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty percent (50%) who own, in the aggregate, at least 30% of the outstanding shares of Registrable Securities then outstandingSecurities, a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (bii) as soon as practicable, practicable 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 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, qualification or compliance, pursuant to this Section 1.3: section 1.10(a): (i1) if 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 deducting (net of any underwriters' discounts or commissions) of less than $500,000; ; (iii3) if the Company 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 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 180 120 days after receipt of the request of the Holder or Holders under this Section 1.31.10(a); provided, however, that the Company shall not utilize this right more than once in any twelve 12- month period; (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v4) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected a one registration on Form S-3 for the Holders pursuant to this Section 1.3; 1.10(a); (vi5) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (ciii) 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. (b) In addition to the registration rights provided for in Sections 1.1, 1.2 and 1.10(a), the Note Warrant Investors with respect to any Registrable Securities issued or issuable upon exercise of any Note Warrants, the Bank with respect to any Registrable Securities issued or issuable upon exercise of any Bank Warrants, Alcatel with respect to any Registrable Securities issued or issuable upon any Alcatel Warrants and the Current Investors with respect to any Registrable Securities issued or issuable upon exercise or conversion of any Sprint Warrants, Sprint Debentures or 1999 Investor Debentures, as applicable (the Note Warrant Investors, the Bank, Alcatel and the Current Investors are referred to herein as the "Special Holders") shall be entitled, collectively, to one demand shelf-registration as provided in this Section 1.10(b). For the purposes of this Section 1.10(b), (1) the term "Special Shares" refers to shares of Common Stock of the Company that have been issued, or are issuable, upon exercise or conversion of any Note Warrants, Bank Warrants, Alcatel Warrants, Sprint Warrants, Sprint Debentures or 1999 Investor Debentures, as applicable (collectively, the "Special Instruments"), and (2) a Special Holder shall be deemed to own the number of Special Shares that are issuable upon the exercise of Special Investments owned by such Special Holder as well as the number of Special Shares that are currently issued and outstanding and owned by such Special Holder. In the event that, the Company shall receive from Special Holders that own, in the aggregate, a majority of the Special Shares a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Special Shares owned by such Special Holder or Special Holders, the Company will:

Form S-3 Registration. In the event that case the Company shall receive, receive a --------------------- written request from any Holder or the Holders of not less than fifty twenty-five percent (5025%) of the Registrable Securities then outstanding, a written request or requests outstanding that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 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 or compliance, pursuant to this Section 1.3: section 1.12: (i1) if 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 deducting (net of any underwriters' discounts or commissions) of less than $500,000; ; (iii3) if 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 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 180 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.31.12; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a one (1) registration on Form S-3 for the Holders pursuant to this Section 1.3; 1.12, or if the Company has already effected a total of three (vi3) registrations on Form S-3 for the Holders pursuant to this Section 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 registration, qualification or compliance; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 borne by the Company. Registrations effected pursuant to this Section 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. (a) In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty percent (50%) who hold 20% of the Company's Registrable Securities then outstandingSecurities, a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (bii) as soon as practicable, 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 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, qualification or compliance, pursuant to this Section 1.3: 1.12: (i1) if 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 deducting any underwriters' discounts or commissions) of less than $500,000; 1,500,000; (iii3) 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 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 180 120 days after receipt of the request of the Holder or Holders under this Section 1.31.12; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); period; or (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, effected a registration on Form S-3 for the Holders pursuant to this Section 1.3; (vi4) 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. (viib) after If the Holders initiating the registration request hereunder (the "Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company has effected one (1) registration as part of their request made pursuant to this Section 1.2 1.12 and the Company shall include such information in the written notice referred to in Section 1.12(a)(i). In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such registration has been declared effective Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or ordered effectiveunderwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.12, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (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 HoldersHolders and use its best efforts to keep such registration statement effective until the registered shares are sold or for three months, whichever comes first. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holders selected by them, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 1.12 shall not be counted as demands for registration or registrations effected pursuant to Section 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from the Investor (or any Holder or Holders of not less than fifty percent (50%transferee permitted by Section 7.3) of the Registrable Securities then outstanding, a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) 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 Holder or Holdersthe Investor, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; (b) not include in any such proposed registration any securities of any other holder without the prior written consent of the Investor; (c) permit the Investor to select the underwriter(s) and/or manager(s) to administer the offering of such Registrable Securities; and (bd) as soon as practicable, 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 Holderthe Investor'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 or compliance, compliance pursuant to this Section 1.32.3: (i) if Form S-3 (or any successor or similar form) is not available for such offering by the HoldersInvestor other than due to a breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement, in which event the Company shall effect such proposed registration on Form S-1 (or any successor or similar form); (ii) if the HoldersInvestor, together with the holders of any other securities of the Company entitled permitted by the Investor to inclusion be included in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public before deducting any underwriters' discounts or commissions) of less than five hundred thousand dollars ($500,000); (iii) if within thirty (30) days of receipt of a written request from the Investor pursuant to Section 2.3(a), the Company gives notice to the 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 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 180 ninety (90) days after receipt of the request of the Holder or Holders Investor under this Section 1.32.3; 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 twelve (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) daysperiod; (v) if the Company has, within the twelve has already effected one (121) month period preceding the date of such request, effected a registration on Form S-3 for the Holders pursuant to this Section 1.3;2.3; 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; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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.

Form S-3 Registration. In the event that case the Company shall receive, from any Holder or Holders of not less than fifty percent (50%) of the Registrable Securities then outstanding, receive a written request from the Holders (other than Nova Scotia or requests Harpeth) that the Company effect a registration on Form S-3 (or any successor to Form S-3) 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 Holder or Holders, the Company shallwill: (a) 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, 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 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 or compliance, compliance pursuant to this Section 1.33.3: (i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders;; or (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 before deducting any underwriters' discounts or commissions) of less than $500,000;3,000,000; or (iii) if the Company shall furnish to the Holders a certificate signed by the President and Chairman of the Board of Directors 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 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 180 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.33.3; provided, howeverthat, that the right to delay a request may be exercised by the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, effected a registration on Form S-3 for the Holders pursuant to this Section 1.3; (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; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective12)-month period. (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. All such registration expenses incurred in connection with registrations requested pursuant to this Section 3.3 after the first three (3) registrations per calendar year shall be paid by the selling Holders pro rata in proportion to the number of shares sold by each.

Form S-3 Registration. In (a) At any time after the event that first anniversary of the Closing Date, in case the Company shall receive, receive from any Holder or Holders who hold in excess of not less than fifty one percent (501%) of the Registrable Company's outstanding Common Stock (including the number of shares of Common Stock into which Convertible Securities then outstanding, may be converted) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Registerable Securities owned by such Holder or Holderswith an anticipated aggregate offering price, net of discounts and commissions, of more than $2.5 million (a "Form S-3 Registration"), the Company shallwill: (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other stockholders having registration rights, and such notice shall offer, subject to the terms and conditions hereof, each stockholder the opportunity to register shares as each stockholder may request on the same terms and conditions as the Holders' shares; and (bii) as soon as practicable, 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 Holder's or Holders' Registrable Registerable Securities as are specified in such request, together with all or such portion of the Registrable Registerable Securities of any other Holder or Holders stockholders 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, provided that the Company shall not be obligated to effect honor more than two requests for registration on Form S-3 in any such registration, qualification or compliance, one year period. Registrations effected pursuant to this Section 1.3:2.03(a)(ii) shall not be counted as demands for registration or registrations effected pursuant to Section 2.01. (ib) if Form S-3 is not available for If Holder or Holders so elect, the offering of such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled Registerable Securities pursuant to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public before deducting any underwriters' discounts or commissions) of less than $500,000; (iii) if 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 be seriously detrimental to the Company and its stockholders for such Form S-3 registration to Registration shall be effected at such time, in which event the Company form of an underwritten offering. Holders shall have the right to defer appoint MS & Co. as the filing of book-running and managing Underwriter in connection with such offering and any additional investment bankers and managers to be used in connection with the Form S-3 registration statement for a period of not more than 180 days after receipt of offering. If Holders decline their right to appoint MS & Co. as the request of the Holder or Holders under this Section 1.3; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, effected a registration on Form S-3 for the Holders pursuant to this Section 1.3; (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; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 book-running and such registration has been declared effective or ordered effective. (c) Subject to the foregoingmanaging Underwriter, the Company shall file select, subject to approval by Holders of a registration statement covering majority of the Registrable Registerable Securities so requested subject to such Form S-3 Registration, the book-running and other managing Underwriters in connection with such offering and any additional investment bankers and managers to be registered as soon as practicable after receipt used in connection with the offering. The Company shall be obligated to cause senior management of the request or requests of Company to participate in any "road-show" in connection with the Holders.offering. 3

Form S-3 Registration. (a) In the event that case the Company shall receive, receive from any Holder or Holders who hold in excess of not less than fifty ten percent (5010%) of the Company's Registrable Securities then outstandingSecurities, a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (bii) as soon as practicable, 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 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, qualification or compliance, pursuant to this Section 1.3: 2.12: (i1) if 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 deducting (net of any underwriters' discounts or commissions) of less than $500,000; ; (iii3) 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 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 180 90 days after receipt of the request of the Holder or Holders under this Section 1.32.12; provided, however, that the Company shall not utilize this right more than once in any twelve twenty-one (1221) month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v4) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected a one registration on Form S-3 for the Holders pursuant to this Section 1.3; 2.12 within six (vi6) months prior to the Company's receipt of the request of the Holder or Holders under this Section 2.12; 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 registration, qualification or compliance; or. (viib) after If the Holders initiating the registration request hereunder (the "Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company has effected one (1) registration as part of their request made pursuant to this Section 1.2 2.12 and the Company shall include such information in the written notice referred to in Section 2.12(a)(i). In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such registration has been declared effective Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or ordered effectiveunderwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 2.12, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (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 HoldersHolders and use its best efforts to keep such registration statement effective until the registered shares are sold or for six months, whichever comes first. All expenses incurred in connection with a registration requested pursuant to Section 2.12, including all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holders selected by them, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 2.12 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2 or 2.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty percent (50%) 75% of the Registrable Securities then outstanding, Investors (the "Initiating Holders") a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) 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 Holder or HoldersInitiating Holder(s), the Company shallwill: (a) promptly as soon as reasonably practicable, give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersInvestors and other holders that may be entitled to participate in such proposed registration; and (b) as soon as reasonably practicable, 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 Holder's or Initiating Holders' Registrable Securities or other eligible holders' securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders Investors 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, compliance pursuant to this Section 1.32.3: (i) if Form S-3 (or any successor or similar form) is not available for such offering requested by the Initiating Holders;, or (ii) if the HoldersInvestors, 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 deducting any underwriters' discounts or commissions) of less than $500,000US$5,000,000, or (iii) if within thirty (30) days after receipt of a written request from the Initiating Holder(s) pursuant to Section 2.3, the Company gives written notice to such Initiating Holder(s) of the Company's good faith intention to make a public offering within ninety (90) days; (iiiiv) 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 not be seriously detrimental to in the best interest 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 180 one hundred twenty (120) days after receipt of the request of the Holder or Holders Initiating Holder(s) under this Section 1.3; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days2.3; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a one registration on Form S-3 for the Holders any Investor pursuant to this Section 1.32.3; (vi) if the Company has effected two (2) registrations pursuant to Section 2.3 and such registrations have been declared effective; (vii) during the period ending 180 days after the effective date of any registration statement subject to Section 2.2; or (viii) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 reasonably practicable after receipt of the written request or requests of the HoldersInitiating Holder(s). If the underwriter determines in good faith that marketing or other factors require a limitation of the number of shares to be underwritten in such offering, the number of shares that may be included in the underwriting shall be reduced on a pro rata basis based on the total number of securities held by the all Investors or holders participating in the underwriting.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty percent (50%) 25% of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 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 Holder's or Holders 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, compliance pursuant to this Section 1.3: 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 (before deducting any underwriters' discounts or commissions) of less than $500,000; 2,500,000; (iii) if 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 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 180 90 days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize this right (or the similar right granted to the Company pursuant to Section 1.2(c)) more than once in any twelve month period; (12iv) month period if the Company has already effected four (4) registrations on Form S-3 for the Holders pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; 1.4; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a one (1) registration on Form S-3 for the Holders pursuant to this Section 1.3; 1.4; (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; or or (vii) during the period ending one hundred eighty (180) days after the Company has effected one (1) effective date of a registration pursuant statement subject to Section 1.2 and such registration has been declared effective or ordered effective1.3. (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty thirty percent (5030%) of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 Holder's ’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, qualification or compliance, pursuant to this Section 1.3: 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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,000; ; (iii) if 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 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 180 120 days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.4; (viv) 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 or (viivi) during the period ending one hundred eighty (180) days after the Company has effected one (1) effective date of a registration pursuant statement subject to Section 1.2 and such registration has been declared effective or ordered effective1.3. (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty percent (50%) 20% of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) 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, 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 Holder's ’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, qualification or compliance, pursuant to this Section 1.3: 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 before deducting any underwriters' discounts or commissions) of less than $500,000; 2,000,000; (iii) if the Company 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 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 180 90 days after receipt of the request of the Holder or Holders under this Section 1.31.4; 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 twelve (12) -month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, effected a registration on Form S-3 for the Holders pursuant to this Section 1.3; (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 compliancecompliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or or (viiv) during the period ending 90 days after the Company has effected one (1) effective date of a registration pursuant statement subject to Section 1.2 and such registration has been declared effective or ordered effective1.3. (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty percent (50%) 30% of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 Holder's ’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, qualification or compliance, pursuant to this Section 1.3: 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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,000; 1,000,000; (iii) if the Company 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 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 180 90 days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) -month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.4; (viv) 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 or (viivi) during the period ending 180 days after the Company has effected one (1) effective date of a registration pursuant statement subject to Section 1.2 and such registration has been declared effective or ordered effective1.3. (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from 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 and any related qualification or compliance with respect to shares of Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, if applicable, would exceed $1,000,000 all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 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, qualification or compliance, pursuant to this Section 1.3: 12: (i1) if 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 deducting (net of any underwriters' discounts or commissions) of less than $500,000; 1,000,000; (iii3) if 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 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 180 120 days after receipt of the request of the Holder or Holders under this Section 1.312; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); period; or (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, effected a registration on Form S-3 for the Holders pursuant to this Section 1.3; (vi4) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 the registrations requested pursuant to Section 12, (exclusive of underwriting discounts and commissions and any fees and expenses of a special counsel to a selling shareholder) shall be paid by the Company.

Form S-3 Registration. In the event that case the Company shall receive, receive from 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 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) 2.4.1 promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) 2.4.2 as soon as practicable, 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 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 or compliance, compliance pursuant to this Section 1.3: 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 before deducting any underwriters' discounts or commissions) of less than $500,000; , (iii) 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 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 180 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.3; provided2.4, however, provided that the Company shall not utilize this may exercise such right more than only once in any twelve (each 12) -month period pursuant to this Section 1.3(b)(iii); period, or (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, effected a registration on Form S-3 for the Holders pursuant to this Section 1.3; (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; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (c) 2.4.3 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.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less Registrable Securities representing more than fifty twenty-five percent (5025%) of the Registrable Securities then outstanding, outstanding Common Stock equivalents of the Company a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) 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, 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 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 the giving of such written notice from by the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.3: 3: (i1) if 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 deducting any underwriters' (net of discounts or and commissions) of less than $500,000; ; (iii3) if 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 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 once during any twelve month period for a period of not more than 180 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.33; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two registrations on Form S-3 5-3 for the Holders pursuant to this Section 1.3; 3; or (vi5) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (c) Subject All expenses incurred in connection with any registration requested pursuant to this Section 3 shall be borne by the Holders in proportion to the foregoing, the Company shall file a registration statement covering the number of Registrable Securities so requested to be registered as soon as practicable after receipt of owned by the request or requests of Holders included in such registration at the Holderstime it goes effective.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty ten percent (5010%) of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 Holder's ’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, qualification or compliance, pursuant to this Section 1.3: 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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,000; 1,000,000; (iii) if 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 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 180 120 days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, however that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.4; (viv) 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 or (viivi) after the Company has effected one (1in circumstances described in Section 1.2(d)(ii) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effectivehereof. (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from 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 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company shallwill: (a) 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, 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 Holder's ’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, qualification or compliance, compliance pursuant to this Section 1.31.4: (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 before deducting any underwriters' discounts or commissions) of less than One Million Dollars ($500,0001,000,000); (iii) if the Company shall furnish to the Holders 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 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 no more than once during any twelve (12) month period for a period of not more than 180 ninety (90) days after following receipt of the a request of the Holder or Holders under this Section 1.3; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this 1.2 or Section 1.3(b)(iii)1.4; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a one (1) registration on Form S-3 for the Holders pursuant to this Section 1.3;1.4; or (viv) in any particular jurisdiction in which the Company would be required to (A) qualify as a foreign corporation or as a dealer in securities in such jurisdiction where it would not otherwise be required to do business qualify but for this Agreement or (B) take any action that would subject it to execute a general consent to service of process in effecting suits or to taxation in such registration, qualification or compliance; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effectivejurisdiction where it is not then so subject. (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.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Initiating 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 (or any similar successor form) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Initiating Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, use its best efforts to effect such registration and all such qualifications and compliances compliance as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such 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 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 or compliance, pursuant to this Section 1.3: 1.15: (i) if the Company is not qualified as a registrant entitled to use Form S-3 is not available for such offering by (or the Holders; applicable successor form); (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 before deducting any underwriters' discounts or commissions) of less than one million dollars ($500,000; 1,000,000); (iii) if 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 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 180 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.31.15; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); period; or (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, effected a registration on Form S-3 for the Holders pursuant to this Section 1.3; (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; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (c) . Subject to the foregoing, the Company shall file and use its best efforts to bring 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.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of not less than fifty percent (50%) 10% of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 Holder's ’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, qualification or compliance, pursuant to this Section 1.3: 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 before deducting (net of any underwriters' ’ discounts or commissions) of less than $500,000; 2,000,000; (iii) if 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 be seriously detrimental to the Company and its stockholders holders of capital stock 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 180 120 days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) -month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.4; (viv) 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 or (viivi) during the period ending 180 days after the Company has effected one (1) effective date of a registration pursuant statement subject to Section 1.2 and such registration has been declared effective or ordered effective1.3. (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or the Holders of not less than fifty at least ten percent (5010%) of the Registrable Securities then outstanding, a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall: (a) 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, 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 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 or compliance, pursuant to this Section 1.3section 1.4: (i) if Form S-3 is not available under applicable rules and regulations of the SEC 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 before deducting (net of any underwriters' discounts or commissions) of less than $500,000; (iii) if the Company 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 a majority 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 180 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.3; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, effected a registration on Form S-3 for the Holders pursuant to this Section 1.3; (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; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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.the

Form S-3 Registration. In the event that case the Company shall receive, receive from --------------------- any Holder or Holders of not less than fifty holding at least ten percent (5010%) of the outstanding Registrable Securities then outstanding, a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 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 or compliance, pursuant to this Section 1.3: section 1.12: (i1) if 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 deducting (net of any underwriters' discounts or commissions) of less than $500,000; 1,000,000; (iii3) if 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 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 180 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.31.12; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v4) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected a one (1) registration on Form S-3 for the Holders pursuant to this Section 1.3; 1.12; or (vi5) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 borne by the Company. Registrations effected pursuant to this Section 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from 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 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, and the Company shallis then eligible to register the Registrable Securities on Form S-3, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 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, qualification or compliance, pursuant to this Section 1.3: 1.9: (i1) if 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 deducting (net of any underwriters' discounts or commissions) of less than $500,000; ; (iii3) if 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 to effect such a Form S-3 Registration would (i) require the disclosure of a material transaction or other matter and such disclosure would be seriously detrimental disadvantageous to the Company and its stockholders for such Form S-3 registration to be effected at such timeor (ii) adversely affect a material financing, acquisition, disposition of assets or stock, merger, or other comparable transaction, in which event case the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 180 sixty (60) days after receipt of the request of the Holder or Holders under this Section 1.31.9; provided, however, that the Company shall not utilize this right more than once in any twelve month period; (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a one registration on Form S-3 for the Holders pursuant to this Section 1.3; 1.9; or (vi5) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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 1.9, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders and counsel for the Company, shall be borne by the Company.

Form S-3 Registration. In the event that case the Company shall receive, receive from 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 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 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 or compliance, pursuant to this Section 1.3: 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 before deducting any underwriters' discounts or commissions) of less than $500,000; ; (iii) if 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 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 180 120 days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize -------- ------- this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.3; 1.4; (viv) 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 or (viivi) during the period ending one hundred eighty (180) days after the Company has effected one (1) effective date of a registration pursuant statement subject to Section 1.2 and such registration has been declared effective or ordered effective1.3. (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or the Holders of not less than fifty at least ten percent (5010%) of the Registrable Securities then outstanding, outstanding or holders of the majority of the Series G Registrable Securities or holders of the majority of the Series H Registrable Securities a written request or requests that the Company effect a registration on Form S-3 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 Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) use commercially reasonable efforts to effect, as soon as practicable, 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 Holder's ’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 or compliance, compliance pursuant to this Section 1.32.4: (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 before deducting any underwriters' discounts or commissions) of less than one million dollars ($500,0001,000,000); (iii) if within fifteen (15) 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 within ninety (90) days, other than pursuant to a Special Registration Statement, provided that the Company shall be entitled to postpone the filing only for a reasonable period of time (not to exceed the shorter of ninety (90) days or the Company’s termination of consideration of a public offering); (iv) if within fifteen (15) days of receipt of a written request from any Holder or Holders pursuant to Section 2.4, if the Company shall furnish to the Holders a certificate signed by the President Chairman of the Company Board of Directors stating that in the good faith judgment of the Board of Directors of the CompanyDirectors, it would be seriously detrimental either (a) interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to defer is exercised or (b) if the Company is then a reporting company under the Securities and Exchange Act of 1934, such registration would require the Company to disclose an undisclosed material transaction or fact prior to the Company and its stockholders for time such Form S-3 registration transaction or fact would otherwise be required: to be effected at such timedisclosed and the Company has a bona fide business reason for keeping confidential the existence thereof, 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 180 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.32.4; provided, however, provided that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) daysperiod; (v) if the Company has, within the twelve has already effected two (122) month period preceding the date of such request, effected a registration registrations on Form S-3 for the Holders pursuant to this Section 1.3;2.4 during the prior twelve month rolling period; 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; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (c) Subject to the foregoing, the Company shall use commercially reasonable efforts to 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 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders of holding not less than fifty twenty-five percent (5025%) of the Registrable Securities then outstanding, outstanding a written request or requests that the Company effect a resale registration statement on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 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, qualification or compliance, pursuant to this Section 1.3: : (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 registrationregistration statement, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public before deducting (net of any underwriters' discounts or commissions) of less than $500,000; 1,000,000; (iii) if 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 be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration statement to be effected filed or declared 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 180 60 days after receipt of the request of the Holder or Holders under this Section 1.3; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.3; ; (viv) 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 or (viivi) during the period ending one hundred eighty (180) days after the Company has effected one (1) effective date of a registration pursuant statement subject to Section 1.2 and such registration has been declared effective or ordered effective1.2. (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, and in any event within 45 days after (the "Filing Deadline"), receipt of the any request or requests of the Holders and use its commercially reasonable efforts to cause such filed registration statement to become effective by the Effectiveness Date. "Effectiveness Date" means the 90th day following receipt by the Company of any request or requests of their Holders.

Form S-3 Registration. In the event that case the Company shall receive, receive from any Holder or Holders who hold in excess of not less than fifty thirty percent (5030%) of the Registrable Securities then outstandingSecurities, a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 Holder's ’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 or compliance, pursuant to this Section 1.3: 1.11: (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 before deducting (net of any underwriters' ’ discounts or commissions) of of 8. less than $500,000; ; (iii) if the Company 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 180 60 days (which may be extended by the Company for an additional 60 days if in the good faith judgment of the Board of Directors the serious detriment was continuing) after receipt of the request of the Holder or Holders under this Section 1.31.11; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); period; or (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v) if the Company has, within the twelve (12) month period preceding the date of such request, effected a registration on Form S-3 for the Holders pursuant to this Section 1.3; (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; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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.

Form S-3 Registration. In the event that case the Company shall receive, receive from any the Holder or Holders of not less than fifty at least twenty percent (5020%) of the then outstanding Registrable Securities then outstanding, a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall: will: (a) 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, 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 Holder's or Holders' Registrable Securities as are specified in on 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 or compliance, pursuant to this Section 1.3: 9.12: (i1) if 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 deducting (net of any underwriters' discounts or commissions) of less than $500,000; 400,000; (iii3) if 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 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 180 sixty (60) days after receipt of the request of the Holder or Holders under this Section 1.39.12; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period pursuant to this Section 1.3(b)(iii); period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (v4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a one registration on Form S-3 for the Holders pursuant to this Section 1.3; 9.12; or (vi5) 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 (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (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.;

Form S-3 Registration. In the event that case the Company shall receive, receive from any the 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 S-3, including pursuant to Rule 415 under the Act and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holdersthe Holder, the Company shall: (a) promptly give written notice of the proposed registrationuse reasonable efforts to effect, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, 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 the 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 or compliance, pursuant to this Section 1.31.4: (i) if Form S-3 is not available for such offering by the Holders;Holder; or (ii) if the HoldersHolder, 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 before deducting any underwriters' discounts or commissions) of less than $500,000;30,000,000; or (iii) if the Company shall furnish to the Holders Holder 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 to be effected at such time, 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 180 forty-five (45) days after receipt of the request of the Holder or Holders under this Section 1.31.4; provided, however, that the Company shall not utilize this right or the right set forth in Section 1.2(c)(v) more than once twice in any twelve (12) month period, provided, further, that if the Company exercises such right more than once, then the second deferral of such registration shall not be for a period pursuant to this Section 1.3(b)(iii); (iv) if within of more than thirty (30) days and there shall be at least forty-five (45) days between the first and second such deferral (which forty-five (45) day period shall not include any days during which the Holder shall be prohibited from selling any Registrable Securities because of receipt any "black-out" or similar policies instituted by GlobeSpan which serve to prohibit sales of a written request from Initiating Holders pursuant GlobeSpan securities by the Holder, while the Holder is in possession, or is presumed to Section 1.3be in possession, the Company gives notice to the Holders of the Company's intention to make a material non-public offering within ninety (90) days;information); or (viv) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected a registration on Form S-3 for the Holders Holder pursuant to this Section 1.3;1.4; or (viv) in any particular jurisdiction state in which under relevant Blue Sky laws 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 (vii) after , unless the Company has effected one (1) registration pursuant is already subject to Section 1.2 service in such jurisdiction and such registration has been declared effective or ordered effectiveexcept as may be required under the Act. (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 HoldersHolder.