Common use of Form S-3 Registration Clause in Contracts

Form S-3 Registration. If the Company shall receive from one or more Holders a 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 at least 25% (or a lesser percentage if the requirements of Section 1.5(b)(i) are met) of the Registrable Securities owned by such Holder or Holders, the Company shall: (a) promptly give 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 practicable, such Registrable Securities 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 Holders joining in such request as are specified in a request given within fifteen (15) days after receipt of such notice from the Company; provided that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: (i) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder or Holders under this Section 1.5; provided that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders.

Form S-3 Registration. If In case the Company shall receive from one any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, as soon as practicable, use 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 Holders’ Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 3.3: (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 of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; 2,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the 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 CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 1.53.3; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that (iv) if the Company shall not register shares has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for its own account during such sixty any Holders pursuant to this Section 3.3; (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (ivv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.2. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.3 shall not be counted as demands for registration or registrations effected pursuant to Section 3.1.

Form S-3 Registration. If In case the Company shall receive from one any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.5: 2.12: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; 1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement Registration Statement for a period of not more than sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 1.52.12; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) -month period; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv) if the Company has, within the 12-month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.12 and other similar provisions granting rights to registration on Form S-3; (v) if 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 Holders hold in the aggregate less than 1% of the outstanding shares of the Company’s capital stock. (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 2.12, 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 (with the payment of fees and disbursements of counsel for the Company dependent upon the Company’s including securities in such registration), shall be borne pro rata by the Holder or Holders participating in the Form S-3 Registration; provided, however, that the Company shall bear and pay all such expenses, including (without limitation) all registration, filing and qualification fees, printer’s and accounting fees and the fees and disbursements of one counsel for the selling Holders, but excluding underwriting discounts and commission relative to the Registrable Securities, with respect to the first three such registration pursuant to this Section 2.12. Registrations effected pursuant to this Section 2.12 shall not be counted as demands for registration effected pursuant to Section 2.2.

Form S-3 Registration. If the Company shall receive from one or more Holders a 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 at least 25% (or a lesser percentage if the requirements of Section 1.5(b)(i) are met) of the Registrable Securities owned by such Holder or Holders, the Company shall: (a) : promptly give notice of the proposed registration, and any related blue sky or similar qualification or compliance, to all other Holders; and (b) and cause, as soon as practicable, such Registrable Securities 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 Holders joining in such request as are specified in a request given within fifteen (15) days after receipt of such notice from the Company; provided that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: (i) : if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000; (ii) ; if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii) ; if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder or Holders under this Section 1.5; provided that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv) or in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) . Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders.

Form S-3 Registration. If the Company shall receive from one or more Holders receives a request or requests from Holders of at least 40% of the Registrable Securities then outstanding that the Company effect a registration on Form S-3 and any related blue sky or similar qualification or compliance with respect to at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 notice of the proposed registration, and any related blue sky or similar qualification or compliance, registration to all Holders other Holdersthan the Initiating Holders (the “S-3 Notice”); and (b) cause, as soon as practicable, use its commercially reasonable efforts to effect such registration as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a request given to the Company within fifteen (15) days after receipt of such notice from the CompanyS-3 Notice is given; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, registration pursuant to this Section 1.5: 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 (net of Selling Expenses) of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; 2,000,000; (iii) if the Company shall furnish furnishes to the Holders a certificate signed by the Chief Executive Officer chief executive officer of the Company stating that in the good good-faith judgment of the Board of Directors of the CompanyDirectors, it would be seriously materially detrimental to the Company and its stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 60 days after receipt of the request of the Holder or Initiating Holders under this Section 1.52.3; provided provided, however, that the Company shall not utilize invoke this right more than once in any twelve (12) month period; provided, further, and provided further that the Company shall not register shares any securities for its own account or that of any other stockholder during such sixty (60) day period, but such prohibition shall not apply period other than pursuant to a registration relating to the registration sale of securities to employees of the Company shares in connection with (x) or a merger or (y) registration of shares relating subsidiary pursuant to a stock option, stock purchase purchase, or similar plan; or (iv) in a registration on any particular jurisdiction in which form that does not include substantially the Company same information as would be required to qualify 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 (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancethis Section 2.3. (c) Subject Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1, provided, however, that if the foregoingCompany is eligible to register the Registrable Securities on Form S-3, the Company shall file may effect a registration statement covering the Registrable Securities and other securities so requested pursuant to be registered as soon as practicable after receipt of the request or requests of the HoldersSection 2.1 on Form S-3.

Form S-3 Registration. If In case the Company shall receive from one any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: section 2.11: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $500,000; 1,000,000; (ii3) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii) if If the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer 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 sixty (60) days after receipt of the request of the Holder or Holders under this Section 1.52.11; provided that (4) if the Company shall not utilize this right more than once in any has, within the twelve (12) month periodperiod preceding the date of such request, already effected one registration on Form S-3 for the Holders pursuant to this Section 2.11; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 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 pro rata by the Holder or Holders participating in the Form S-3 Registration. Registrations effected pursuant to this Section 2.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.1 or 2.2, respectively.

Form S-3 Registration. If In case the Company shall receive from one --------------------- any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: section 1.12: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000; ; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 1.51.12; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that (4) if the Company shall not register shares has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for its own account during such sixty (60) day period, but such prohibition shall not apply the Holders pursuant to the registration of Company shares in connection with (x) a merger this Section 1.12; or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the HoldersHolders and keep such registration statement effective for up to one hundred eighty (180) days or until the distribution contemplated in the registration statement has been completed. All expenses, other than underwriting discounts, commissions or other selling 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 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. If In case the Company Corporation shall receive --------------------- from one any Holder or more Holders of Registrable Securities a written request or requests that the Company Corporation effect a registration on Form S-3 and any related blue sky or similar qualification or compliance with respect to at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 1.4.2. as soon as practicable, effect such registration and all such qualifications and 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) days after receipt of such written notice from the CompanyCorporation; provided provided, however, that the Company Corporation shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 1.4: (i1) 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 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 $500,000; 1,000,000; (ii2) if Form S-3 is not available for such offering by the Holders; (3) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii) if the Company Corporation shall furnish to the Holders a certificate signed by the Chief Executive Officer 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 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 sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 1.51.4; provided provided, however, that the Company Corporation shall not utilize this right more than once in any twelve-month period; (4) if the Corporation has, within the twelve (12) month periodperiod preceding the date of such request, already effected one (1) or more registrations on Form S-3 pursuant to this Section 1.4; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) 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. (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. If the Company shall receive from one or more Holders receives a request or requests from Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company effect a registration on Form S-3 and any related blue sky or similar qualification or compliance with respect to at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 notice of the proposed registration, and any related blue sky or similar qualification or compliance, registration to all Holders other Holdersthan the Initiating Holders (the “S-3 Notice”); and (b) cause, as soon as practicable, use its best efforts to effect such registration as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a request given to the Company within fifteen thirty (1530) days after receipt of such notice from the CompanyS-3 Notice is given; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, registration pursuant to this Section 1.5: 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 (net of Selling Expenses) of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; ; (iii) if the Company shall furnish furnishes to the Holders a certificate signed by the Chief Executive Officer 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 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Holder or Initiating Holders under this Section 1.52.3; provided provided, however, that the Company shall not utilize invoke this right more than once twice in any twelve (12) month period; provided, further, and provided further that the Company shall not register shares any securities for its own account or that of any other stockholder during such sixty ninety (6090) day period, but such prohibition shall not apply period other than pursuant to the registration of Company shares in connection with (x) a merger an Excluded Registration; or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv) in any particular jurisdiction in which if the Company would be required has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancethis Section 2.3. (c) Subject Registrations effected pursuant to the foregoing, the Company this Section 2.3 shall file a not be counted as demands for registration statement covering the Registrable Securities and other securities so requested or registrations effected pursuant to be registered as soon as practicable after receipt of the request or requests of the HoldersSection 2.1.

Form S-3 Registration. If In case the Company shall receive from one or more Holders of 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 2.11: (i1) if Form S-3 is not then available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million Dollars ($500,000; 1,000,000); (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer 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 to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 1.52.11; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, furtherand, provided further that the Company shall not register shares any securities for its own the account of itself or any other stockholder during such sixty ninety day period (60) day period, but such prohibition shall not apply other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock optioncorporate reorganization or transaction under SEC Rule 145, stock purchase 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 similar plana registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); or (iv4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.11; or (5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.2 hereof. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 2.11, including (without limitation) all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 2.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 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. If In case the Company shall receive from one or more Holders of at least 30% of all 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 2.11: (i1) if Form S-3 is not then available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $500,000; 1 million; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer 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 to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 1.52.11; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, period and provided further that the Company shall not register shares any securities for its own the account of itself or any other person during such sixty ninety-day period (60) day period, but such prohibition shall not apply other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock optioncorporate reorganization or transaction under Rule 145 of the Securities Act, stock purchase 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 similar plana registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); or (iv4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.11; or (5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.2 hereof. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to this 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 $20,000, and counsel for the Company, but excluding any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 2.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 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. If In case the Company shall receive from one any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, as soon as practicable, use all 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 Holders' Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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 twenty (1520) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.52.3: (i) if If the Company is not qualified as a registrant entitled to use Form S-3; (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.52,500,000; (iii) if For the Company shall furnish to reasons, and under the Holders a certificate signed by the Chief Executive Officer of the Company stating that circumstances described, 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 timeSection 2.1(d), in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 1.52.3; provided provided, however, that the Company shall such deferral may not utilize this right be utilized more than once in any twelve (12) month period; provided, further, that ; (iv) If the Company shall not register shares for its own account during has, within the six (6) month period preceding the date of such sixty (60) day periodrequest, but such prohibition shall not apply previously effected a registration pursuant to the registration of Company shares in connection with (x) a merger Section 2.1 or (y) registration of shares relating on Form S-3 pursuant to a stock option, stock purchase or similar planthis Section 2.3; or (ivv) in Within 180 days after the effective date of any particular jurisdiction in which registration statement filed by the Company would be required to qualify to do business or to execute in connection with a general consent to service registered public offering of process in effecting such registrationthe Company's securities solely for cash, qualification or compliance. (c) Subject to the foregoing, the Company shall file other than a registration statement covering (i) on Form S-8, X-0 xx comparable forms, or (ii) with respect to an employee benefit plan, or (iii) solely in connection with a Rule 145 transaction under the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the HoldersAct.

Form S-3 Registration. If (i) After the Company is eligible to register Registrable Securities on Form S-3, each Holder shall receive from one or more Holders a request or requests that have the right to demand the Company effect a registration with respect to all or a part of its Registrable Securities on Form S-3 and any related blue sky or similar qualification or compliance with respect compliance. Any such demand shall not be considered a demand registration request pursuant to at least 25% (or a lesser percentage if the requirements Section 3(a). Upon receipt of Section 1.5(b)(i) are met) of the Registrable Securities owned by such Holder or Holderswritten request, the Company shall: (a) promptly give 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 practicable, (i) give written notice of the proposed registration to all other Holders, and any related qualification and compliance, and (ii) effect such Registrable Securities to registration and all such qualifications and compliances as may be registered for offering so requested and as would permit or facilitate the sale on Form S-3 and cause such Registrable Securities to be qualified in such jurisdictions as such Holders may reasonable request, together with distribution of all or such portion of the such Holder's Registrable Securities of any other Holders joining in such request as are specified in a such request given together with the Registrable Securities requested to be included by any other Holders who notify the Company in writing within fifteen (15) 10 business days after receipt of such notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.5:3(b): (iA) if Form S-3 is not available for such offering by the Holder; (B) if the HoldersHolder, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than Five Million Dollars ($500,0005,000,000); (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iiiC) 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 to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement no more than once during any twelve (12) month period for a period of not more than sixty one hundred eighty (60180) days after following receipt of the request of the Holder or Holders under this Section 1.5; provided that 3(b); (D) if the Company shall not utilize has, within the 12 month period preceding the date of such request, already effected one (1) registration on Form S-3 pursuant to this right more than once in any twelve (12) month periodSection 3(b); provided, furtherhowever, that if all of the Company Holders' Registrable Securities requested to be included in the prior registration were not included in the prior registration as a result of cutback provisions imposed by a managing underwriter pursuant to Section 3(c) below, then the Holders shall not register shares for its own account have the right to demand one (1) additional registration on Form S-3 during such sixty (60) day 12-month period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (ivE) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders.

Form S-3 Registration. If In case the Company shall receive from one any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) causeuse its reasonable best efforts to effect, as soon as practicable, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 1.11: (i1) if Form S-3 is not available for such offering by the Holders; (2) 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 (net of any underwriters’ discounts or commissions) of less than $500,000; 1,000,000; (ii3) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder or Holders under this Section 1.51.11; provided that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv4) 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 subject to service in such jurisdiction and except 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 the Holders of at least a majority in interest of the outstanding Registrable Securities (determined on an as-converted to Common Stock basis) 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.

Form S-3 Registration. If (a) In case the Company shall receive from one or more Holders Investor 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) part of the Registrable Securities owned by such Holder or HoldersInvestor, the Company shall: (ai) promptly give written notice of the proposed registration, and any related blue sky or similar qualification or compliance, to all other Holders; and (bii) causeuse best efforts to effect, as soon as practicablepossible, but in no event greater than ninety (90) days from the date of such request, 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 Investor's Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.56.3: (iA) if the HoldersForm S-3 is not available for such offering by Investor; (B) if Investor, together with the holders of any other securities of the Company entitled to inclusion in such registrationHolders, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iiiC) if the Company shall furnish to the Holders a certificate signed by the 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 sixty ninety (6090) days after receipt of the request of the Holder or Holders Investor under this Section 1.56.3; provided provided, however, that the Company shall not utilize this right more than once in any twelve (1212)-month period; (D) month period; provided, further, that if the Company shall not register shares for its own account during has, within the twelve (12)-month period preceding the date of such sixty request, already effected one (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y1) registration of shares relating on Form S-3 for Investor pursuant to a stock option, stock purchase or similar plan; orthis Section 6.3; (ivE) if the Company has already effected two (2) registrations on Form S-3 for Investor pursuant to this Section 6.3; (F) 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 (G) following the expiration of five (5) years from the Closing, provided, however, such five (5) year period shall be extended for any period that the Company does not or cannot file a registration statement in reliance on Section 6.3(a)(ii)(A) or 6.3(a)(ii)(C) hereof or is subject to a backout pursuant to Section 6.4(f) hereof. (cb) Subject Notwithstanding anything to the foregoingcontrary contained in this Section 6, the Company shall file have the right, in lieu of effecting a registration statement covering under this Section 6.3, to purchase from Holders the Registrable Securities and other securities which were the subject of a Holder's request. If the Company desires to exercise such right, it shall so requested to be registered as soon as practicable after notify Holders within thirty (30) days following receipt of a Holder's request that the request Company effect a registration pursuant to this Section 6.3. If the Company desires to exercise such right and if a Holder desires to sell the Registrable Securities to the Company, on such date as shall be agreed upon by such Holders and the Company, which date shall be no more than thirty (30) days following the date on which the Company notifies Holders that it desires to exercise its purchase right, such Holder shall deliver to the Company certificates representing the Registrable Securities which were the subject of such Holder's request, duly endorsed for transfer or requests accompanied by duly executed appropriate stock powers, and the Company shall pay to such Holder the Fair Market Value (as such term is defined in the Warrant) of such Registrable Securities as of the Holdersdate of a Holder's request that the Company effect a registration. If the Company exercises such right and a Holder determines not to sell the Registrable Securities to the Company, then such Holder shall have no right to request a further registration for the twelve (12) month period following the date of Holder's request pursuant to Section 6.3(a).

Form S-3 Registration. If In case the Company shall receive from one any Holder or more Holders of 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; 2,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer 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 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 60 days after receipt of the request of the Holder or Holders under this Section 1.51.4; provided provided, however, that the Company shall not utilize this right more than once twice in any twelve (12) -month period; provided, further, that (iv) if the Company shall not register shares has, within the 12-month period preceding the date of such request, already effected two registrations on Form S-3 for its own account during such sixty the Holders pursuant to this Section 1.4; (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (ivv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 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. If In the event that the Company shall receive receives a written request from one or more the Holders a 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, as soon as practicable, and in any event within forty five (45) days after such request, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000; 1,000,000; (iiiii) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder 1.4; or Holders under this Section 1.5; provided that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 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. If In case the Company shall receive from one --------------------- any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.5: 7.12: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; ; (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement Registration Statement for a period of not more than sixty (60) 60 days after receipt of the request of the Holder or Holders under this Section 1.57.12; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) -month period; provided, further, that (iv) if the Company shall not register shares has already effected four registrations on Form S-3 for its own account during the Holders pursuant to this Section 7.12; (v) if the Company has, within the 12-month period preceding the date of such sixty (60) day periodrequest, but such prohibition shall not apply already effected a registration on Form S-3 for the Holders pursuant to the this Section 7.12 and other similar provisions granting rights to registration of Company shares in connection with (x) a merger on Form S-3; or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (ivvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 7.12, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of counsel for the Company and a single counsel for the selling Holder or Holders shall be borne by the Company. Registrations effected pursuant to this Section 7.12 shall not be counted as demands for registration effected pursuant to Section 7.2.

Form S-3 Registration. If In case the Company shall receive from one or more Holders of at least majority 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) part of the Registrable Securities owned by such Holder or Holders, the Company shall: (a) 4.1 promptly give written notice of the proposed registration, and any related blue sky or similar qualification or compliance, to all other Holders; and (b) cause4.2 use commercially reasonable efforts to effect, as soon as practicable, 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 Holders’ Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.54: (ia) if Form S-3 is not available for such offering by the Holders; (b) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,00010,000,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iiic) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 1.5; provided 4, provided, however, that the Company shall not utilize this right more than once in any twelve six (126) month period; provided, period and provided further, that the Company shall not register any other of its shares for its own account during such sixty six (606) day month period; (d) if the Company has, but within the six (6) month period preceding the date of such prohibition shall not apply request, already effected one registration on Form S-3 for the Holders pursuant to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar planthis Section 4; or (ive) 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. (cf) 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 sa-60810 requests of the Holders. Registrations effected pursuant to this Section 4 shall not be counted as requests for registration effected pursuant to Section 2 or Section 3.

Form S-3 Registration. If In case the Company shall receive from one or more Holders the Initiating Holders, 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) part of the Registrable Securities owned by such Initiating Holder or Holders, the Company shallwill: (a) promptly give written notice of the proposed registration, and any related blue sky or similar qualification or compliance, to all other Holders; and (b) cause, use reasonable efforts to effect such registration and all such qualifications and compliances as soon may be so requested and as practicable, would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s or Holders’ Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 1.10: (i) if Form S-3 is not available for such offering by the Initiating Holders, together with ; (ii) if the holders of any other securities of the Company entitled to inclusion in such registration, Initiating Holders propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $500,000; 5,000,000; (iiiii) if after the Company has, within the twelve month period preceding the date of such request, already has effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.5; 1.10 in any twelve (iii12) month period and such registrations have been declared or ordered effective; (iv) if the Company shall furnish to the Initiating Holders a certificate signed by the President and/or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously materially detrimental to the Company and its stockholders for such Form S-3 Registration registration to be effected filed at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 1.51.10; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (ivv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) compliance or otherwise subject itself to general taxation. 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 1.10 shall not be counted as demands for registration effected pursuant to Section 1.2.

Form S-3 Registration. If In case the Company shall receive from one any Holder or more Holders of the Registrable Securities 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 2.13, (i) if Form S-3 is not legally available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; 1,000,000; or (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer president of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously materially and adversely detrimental to the Company and its stockholders shareholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 1.52.13; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided. If for any reason the Company ceases to be a WKSI or becomes ineligible to utilize Form S-3, further, that then the Company shall not register shares prepare and file with the Securities and Exchange Commission one or more registration statements on such form that is available for its own account during such sixty (60) day period, but such prohibition the sale of Registrable Securities. All registrations pursuant to this Section 2.13 shall not apply to be underwritten registrations unless otherwise approved by the registration holders of Company shares in connection with (x) a merger or (y) registration majority of shares relating to a stock option, stock purchase or similar plan; or (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrable Securities initially requesting registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to this Section 2.13, including (without limitation) all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of counsel for the Company and one counsel for the selling Holder or Holders, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 2.13 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to the registration under this Section 2.13 for a six (6) month period; provided further, however, that if at the time of such withdrawal, (i) the Holders have learned of a material adverse change in the condition or business of the Company from that known to the Holders at the time of their request or (ii) the underwriters indicated that the registration would have likely not included at least 75% of such Registrable Securities requested to be included in such registration, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 2.13 for such a six (6) month period. (d) The Company is obligated to effect an unlimited number of registrations pursuant to this Section 2.13 and registrations effected pursuant to this Section 2.13 shall not be counted as demand registrations under Section 2.2 or 2.3.

Form S-3 Registration. If In case the Company shall receive from one or more Holders any Holder(s) of Registrable Securities 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) causeuse best efforts to effect, as soon as practicable, 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 Holders’ Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.51.4: (i1) if Form S-3 is not available for use by the Company with respect to such offering by the Holders; (2) 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 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 on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the 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 sixty (60) one hundred twenty days after receipt of the request of the Holder or Holders under this Section 1.51.4; provided provided, however, that the Company shall not utilize such right to delay any request of the Holders under this right Section 1.4 more than once in any twelve (12) twelve-month period; provided, further, that ; (4) if the Company shall not register shares has, within the twelve-month period preceding the date of such request, already effected two registrations on Form S-3 for its own account during such sixty (60) day period, but such prohibition shall not apply the Holders pursuant to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar planthis Section 1.4; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.compliance unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; and (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 practicable, and in any event within 30 days, 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. If (a) Request for a Form S-3 Registration. Upon the Company becoming ----------------------------------- eligible, in the event that the Company shall receive from (i) one or more Holders of the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee, or (ii) one or more of the Major Stockholders (the "S-3 Initiating Holders") a written request or requests that the Company effect a registration register, under the Securities Act, on Form S-3 and any related blue sky or similar qualification or compliance with respect to at least 25% (or any successor form then in effect) (an "S-3 Registration"), all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) portion of the Registrable Securities owned by such Holder or S-3 Initiating Holders, the Company shall: (a) promptly shall give written notice of such request to all of the Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) at least thirty (30) days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed registration, registration and any related blue sky or similar qualification or compliance, offer such Designated Holders the opportunity to all other Holders; and (b) cause, as soon as practicable, such register the number of Registrable Securities as each such Designated Holder may request in writing 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 requestthe Company, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a request given within fifteen (15) days after their receipt from the Company of the written notice of such notice from the Company; provided that the registration. The Company shall not (i) take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be obligated registered and (ii) subject to effect any Section 5(b), use all reasonable commercial efforts to (x) cause such registration, qualification or compliance, registration pursuant to this Section 1.5: 5(a) to become and remain effective as soon as practicable, but in any event not later than ninety (i) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (6090) days after receipt it receives a request therefor and (y) include in such offering the Registered Securities of the request of the Holder or Designated Holders (other than S- 3 Initiating Holders which have requested an S-3 Registration under this Section 1.5; provided that 5(a)) who have requested in writing to participate in such registration on the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering same terms and conditions as the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the HoldersS-3 Initiating Holders included therein.

Form S-3 Registration. If In case the Company shall receive from one or more Preferred Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) part of the Registrable Securities owned by such Holder or HoldersPreferred Holder(s), the Company shallagrees: (a) to promptly give written notice of the proposed registration, and any related blue sky or similar qualification or compliance, registration (the “S-3 Notice”) to all other Preferred Holders, if any; and (b) cause, as soon as practicablepracticable after receiving such a request, use its commercially reasonable efforts to effect such registration as would permit or facilitate the sale and distribution of all or such portion of such Preferred Holder’s or Preferred Holders’ Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holders Preferred Holder(s) joining in such request as are specified in a written request given within fifteen (15) days after receipt of such notice from the S-3 Notice is given by the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, registration pursuant to this Section 1.5: 8.4 (i) if Form S-3 is not available for such offering by the HoldersPreferred Holder(s); (ii) if the Preferred Holder(s), together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; 1,000,000; (iii) if the Company shall furnish to the Holders Preferred Holder(s) a certificate signed by the Chief Executive Officer President of the Company stating that it would be in the good faith judgment of the Board of Directors of the Company, it would be underwriters seriously detrimental to the Company and its stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder or Holders Preferred Holder(s) under this Section 1.58.4; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv) in any particular jurisdiction in which if the Company would be required has effected two (2) registrations on Form S-3 (or its then equivalent) pursuant to qualify to do business this Section 8.4 within the previous 12-month period and such registrations have been declared or to execute a general consent to service ordered effective and the sales of process in effecting Registrable Securities under such registration, qualification or complianceregistration statement have closed. (c) Subject Registrations effected pursuant to the foregoingthis Section 8.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 8.2 or 8.3, 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 Holdersrespectively.

Form S-3 Registration. If In case the Company shall receive from one any Holder or more Holders (other than a Founder) 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) part of the Registrable Securities owned by such Holder or Holders, the Company shallCompany, will: (a) promptly 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 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 1.12: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $500,000; 2,000,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the 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 to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 1.51.12; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that (4) if the Company shall not register shares has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for its own account during such sixty (60) day period, but such prohibition shall not apply the Holders pursuant to the registration of Company shares in connection with (x) a merger this Section 1.12; or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders.. All expenses (other than underwriting discounts and commissions, if any, applicable to shares sold by the selling Holders, which shall be borne pro rata by all selling Holders) incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to this Section 1.12, including (without limitation), all registration, filing and qualification fees, printer’s and accounting fees, and the reasonable fees and disbursements of one counsel for the selling Holders selected by Shamrock (if Shamrock is a selling Holder) or by such Holders (if Shamrock is not a selling Holder) (which fees and disbursements to counsel shall not exceed $50,000) 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 Section 1.3

Form S-3 Registration. If the Company shall receive from one any Holder or more Holders of 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; 1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 60 days after receipt of the request of the Holder or Holders under this Section 1.51.4; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) -month period; period and, provided, further, that the Company shall not register shares any securities for its own the account of itself or any other stockholder during such sixty 60-day period (60) day period, but such prohibition shall not apply other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase corporate reorganization or similar plantransaction under Rule 145 of the Act or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); or (iv) if the Company has, within the 12-month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period ending 180 days after the effective date of a registration statement, in the case of the Company’s initial public offering, or 90 days after the effective date of a registration in connection with any subsequent public offerings subject to Section 1.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 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. If (a) In case the Company shall receive from one any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (bii) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.51.12: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $500,0001,000,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of a majority of the Board of Directors of the Company, it would require the disclosure of material nonpublic information concerning the Company, its business or prospects and that such premature disclosure would be seriously detrimental materially adverse to the Company, and/or materially interfere with a pending transaction involving the Company and its stockholders for such Form S-3 Registration to be effected at such timeor a subsidiary or controlled Affiliate of the Company, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 1.51.12; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that ; (4) if the Company shall not register shares has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for its own account during such sixty (60) day period, but such prohibition shall not apply the Holders pursuant to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; orthis Section 1.12; (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (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. All expenses incurred in connection with a registration requested pursuant to Section 1.12 (other than underwriting discounts and commissions and fees and disbursements of counsel for the Holders), including (without limitation) all registration, filing, qualification, printer’s and accounting fees and counsel for the Company, shall be borne by the Company. Registrations effected pursuant to this Section 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively. (b) Contemporaneously with the issuance of the Common Stock issuable upon the conversion of the Series A Preferred Stock, the Company shall file and as promptly as practicable thereafter have declared effective a registration statement on Form S-3 covering the newly issued Common Stock as if a written request therefor had been made pursuant to Section 1.12(a).

Form S-3 Registration. If In case the Company shall receive from one any Holder or more Holders of Registrable Securities 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.5: 7.4: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000; 250,000; (ii3) if the Company has, within the twelve month period preceding the date of such request, already has successfully effected two one or more registrations on Form S-3 for the Holders pursuant to this Section 1.5; 7.4 within the six (iii6) if month period immediately preceding the date on which the Company shall furnish to the Holders receives from a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder or Holders under a written request to effect a registration pursuant to this Section 1.54; provided that the Company shall not utilize this right more than once in any twelve (124) month period; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv) in any particular jurisdiction in which if the Company would be required to qualify undertake an audit in addition to do business its normal year-end audit, unless the Holders requesting the registration agree to pay for such audit, or unless the additional audit is necessitated by the Company's decision to execute delay the registration as permitted by the following sentence. Additionally, the Company may postpone a general consent requested S-3 registration for a period of time not to service exceed four months, if the Board of process Directors determines in effecting such good faith, and so notifies the Holders requesting registration, qualification or compliancethat an S-3 registration at the requested time would materially adversely affect the public market for the Company's securities, provided that this right may not be used more than once in a given 12-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 expenses incurred in connection with the registrations requested pursuant to this Section 7.4, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements (up to $5,000) of one counsel for the selling Holder or Holders (as a group) and counsel for the Company, shall be borne by the Company. Registrations effected pursuant to this Section 7.4 shall not be counted as registrations effected pursuant to Sections 7.2 or 7.3. (d) The Company is obligated to effect only three (3) such registrations pursuant to this Section 7.4.

Form S-3 Registration. If In case the Company shall receive from one any Holder or more Holders of at least the lesser of (x) 5,000,000 shares of Common Stock (adjusted for all stock splits or similar transactions) or (y) Registrable Securities with a fair market value, based on the closing market price on the trading day immediately prior to the date of notice (as reported in the Wall Street Journal), of not less than $2,500,000, a written request or requests that the Company effect a registration on Form S-3 and any related blue sky or similar reasonable qualification or compliance with respect to at least 25% (or a lesser percentage if the requirements of Section 1.5(b)(i) are met) of the such Registrable Securities owned by such Holder or HoldersSecurities, the Company shallwill: (a) promptly 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 practicable, effect such registration and all such qualifications and compliance as may be so requested and as would permit or facilitate the sale and distribution of all or a portion of each such Holder's Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities or other securities, as the case may be, of any other Holders Holder or Other Stockholder, as applicable, joining in such request as are specified in a written request given within fifteen ten (1510) business days after receipt delivery of such notice from by the CompanyCompany in accordance with Section 23 hereof; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 12: (i) if Form S-3 is not available for such offering by the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000; ; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer Secretary of the Company stating that in the good faith judgment of the Board of Directors of the CompanyCompany as set forth in a duly adopted written resolution, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder or Holders under this Section 1.512; provided provided, however, that the Company shall not utilize this right more than once in any twelve month period; (iii) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected two registrations for the Holders pursuant to Section 2 and/or this Section 12; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as reasonably practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with such registrations requested by the Holders, including (without limitation) all registration, filing, qualification, printer's and accounting fees, the reasonable fees and disbursements of counsel for the Company and the reasonable fees and expenses of one counsel for the selling Holders, which counsel the Company may request be the Company's counsel if such counsel is reasonably acceptable to such selling Holders and, if not, shall be selected by the Initiating Holders; provided, however, that (i) the underwriters' discounts or commissions and stock transfer taxes associated with Registrable Securities shall not be borne by the Company, but shall be borne by the applicable Holders of such Registrable Securities and (ii) in the event the Selling Holders retain separate counsel, the reasonable fees and expenses reimbursed shall not exceed $25,000 ($12,500 if the registration is not underwritten) without the prior consent of the Company. Registrations effected pursuant to this Section 12 shall not be counted as demands for registration effected pursuant to Section 2. (d) For purposes of this Section 12, the provisions of Section 4 applicable to Form S-3 offerings shall apply and, if any such registration is to be an underwritten offering, such registration shall be subject to underwriter, cut-back and other provisions as provided in Section 2(b).

Form S-3 Registration. If In case the Company shall receive from one (a) any Institutional Holder or more (b) the Holders of at least thirty percent (30%) of the Registrable Securities, excluding for all purposes under clause (b) any Registrable Securities held by a Strategic Investor or a Competitor Transferee (for purposes of this Section 2.3, the “S-3 Initiating Holders”), 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) causeuse its commercially reasonable efforts to effect, as soon as practicable, 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 Holders’ Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.52.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.55,000,000; (iii) if the Company shall furnish to the all Holders a certificate signed by the 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 timeSuspension Notice, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 1.5S-3 Initiating Holders; provided that such right and the rights under Sections 2.1(c)(v), 2.3(d)(i)(1), 2.3(d)(ii) and 2.4 shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month 12)-month period; provided, further, that the Company shall not register shares any securities for its own the account of itself or any other stockholder during such sixty ninety (60) day period, but such prohibition shall not apply 90)-day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock optioncorporate reorganization or transaction under Rule 145 of the Act, stock purchase or similar plan; ora 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 two (2) registrations on Form S-3 pursuant to this Section 2.3; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already qualified to do business in such jurisdiction or subject to service of process in such jurisdiction and except as may be required under the Act; (vi) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (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, 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); provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or (vii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 2.2 of this Agreement; provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective. (c) Following the effectiveness of the Form S-3, any Institutional Holder or any other S-3 Initiating Holder (each, as applicable, a “Take-Down Initiating Holder” and each other such party, as applicable, a “Non-Initiating Holder”) may at any time and from time to time initiate an offering or sale of all or part of the Registrable Securities (a “Shelf Take-Down”), subject to the limitations set forth in this Agreement, by delivering notice of such initiation to the Company as set forth herein. If the Take-Down Initiating Holder so elects in a written request delivered to the Company (an “Underwritten Shelf Take-Down Notice”), any Shelf Take-Down may be in the form of an underwritten public offering (an “Underwritten Shelf Take-Down”) and, in such event, the Company shall file as soon as practicable and in any event not later than ten (10) business days after the date of such request and, after such filing, use its commercially reasonable efforts to (i) effect an amendment or supplement to its registration statement for such purpose, (ii) promptly give written notice thereof to all other Holders and (iii) include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within three (3) business days after sending such written notice. The Take-Down Initiating Holder shall indicate in such Underwritten Shelf Take-Down Notice whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”). In the event of any Underwritten Shelf Take-Down, the underwriter or underwriters shall be designated by Holders of a majority of the Registrable Securities held by all Holders participating in such underwriting, which underwriter or underwriters shall be reasonably acceptable to the Company. (d) Notwithstanding the foregoing, the Company shall not be obligated to: (i) effect any Underwritten Shelf Take-Down pursuant to Section 2.3(c): (A) if the Company shall furnish to all Holders included in such Underwritten Shelf Take-Down, a Suspension Notice, in which event the Company shall have the right to defer such Underwritten Shelf Take-Down for a period of not more than ninety (90) days; provided that such right and the rights under Sections 2.1(c)(v), 2.3(b)(iii), 2.3(d)(ii) and 2.4 shall be exercised by the Company not more than once in any twelve (12)-month period; provided, further, that the Company shall not register any offer or sell securities for the account of itself or any other stockholder during such ninety (90)-day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, 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); (B) if the aggregate gross proceeds from any particular Underwritten Shelf Take-Down are reasonably anticipated to be less than $5,000,000; or (C) if the Company has effected two (2) such Underwritten Shelf Take-Downs pursuant to Section 2.3(c) in the preceding twelve (12) months; or (ii) effect any Shelf Take -Down other than an Underwritten Shelf Take-Down (each, a “Non-Underwritten Shelf-Take-Down”) pursuant to Section 2.3(c) if the Company shall furnish to all Holders included in such Non-Underwritten Shelf Take-Down, a Suspension Notice, in which event the Company shall have the right to defer such Non-Underwritten Shelf Take-Down for a period of not more than ninety (90) days; provided that such right and the rights under Sections 2.1(c)(v), 2.3(b)(iii), 2.3(d)(i)(1) and 2.4 shall be exercised by the Company not more than once in any twelve (12)-month period; provided, further, that the Company shall not register any offer or sell securities for the account of itself or any other stockholder during such ninety (90)-day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, 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). (e) If the Take-Down Initiating Holder desires to effect a Shelf Take-Down that does not constitute a Marketed Underwritten Shelf Take-Down (a “Non-Marketed Underwritten Shelf Take-Down”), the Take-Down Initiating Holder shall so indicate in a written request delivered to the Company and each Non-Initiating Holder no later than two (2) business days prior to the expected date of such Non-Marketed Underwritten Shelf Take-Down, which request shall include (i) the total number of Registrable Securities expected to be offered and sold in such Non-Marketed Underwritten Shelf Take-Down, (ii) the expected plan of distribution of such Non-Marketed Underwritten Shelf Take-Down and (iii) the action or actions required (including the timing thereof) in connection with such Non-Marketed Underwritten Shelf Take-Down (including the delivery of one or more stock certificates representing shares of Registrable Securities to be sold in such Non-Marketed Underwritten Shelf Take-Down), and, subject to the limitations set forth in Section 2.3(d) (as applicable), the Company shall file as soon as practicable after the date of such request and use commercially reasonable efforts thereafter to effect an amendment or supplement to its registration statement for such purpose and shall include in such amendment or supplement all Registrable Securities with respect to which the Company has received a written request for inclusion therein from each Non-Initiating Holder. (f) Subject to the foregoing, the Company shall effect such unlimited number of Shelf Take-Downs as may be requested by any Institutional Holder. The filing of the Form S-3, or any amendment or supplement thereto or replacement thereof and any registrations or Shelf Take-Downs effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. Notwithstanding any other provision of this Agreement, if, in the case of an Underwritten Shelf Take-Down, the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders; provided, however, that no Registrable Securities shall be excluded from such Underwritten Shelf Take-Down unless all other securities of the Company are first excluded. (g) 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.

Form S-3 Registration. If the Company shall receive receives from one any Holder or more Holders of Registrable Securities 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 2.10: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000; 1,000,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) 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 CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 1.52.10; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv4) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (5) if the Company has effected two (2) registrations on Form S-3 at the request of the Holders during the prior twelve (12) month period. (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 and the Company shall include such information in the written notice referred to in Section 2.10(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 2.3(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 2.10, 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 the proportion (as nearly as practicable) that the amount of Registrable Securities of the Company owned by each Holder bears to the number of shares of Registrable Securities then outstanding; provided, however, that the number of shares of Registrable Securities to be included in any such underwriting shall not be reduced unless all other securities, including any shares offered by the Company, are first entirely excluded from the underwriting. (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 a registration requested pursuant to Section 2.10, including (without limitation) all registration, filing, qualification, printer’s and accounting fees, fees and disbursements of counsel for the Company and fees and disbursements of one counsel for the selling Holder or Holders, but excluding stock transfer taxes, and any underwriter discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 2.10 shall not be counted as the demand for registration or registrations effected pursuant to Sections 2.1 or 2.2, respectively.

Form S-3 Registration. If In case the Company shall receive from one or more Holders of at least 51% of all 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) part of the Registrable Securities owned by such Holder or Holders, the Company shall: (a) will: promptly give written notice of the proposed registration, and any related blue sky or similar qualification or compliance, to all other Holders; and (b) cause, and 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 2.11: (i1) if Form S-3 is not then available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $500,000; 3million; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer 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 to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 365 days after receipt of the request of the Holder or Holders under this Section 1.52.11; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, period and provided further that the Company shall not register shares any securities for its own the account of itself or any other stockholder during such sixty 365 day period (60) day period, but such prohibition shall not apply other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock optioncorporate reorganization or transaction under Rule 145 of the Securities Act, stock purchase 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 similar plana registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); or (iv4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one registration on Form S-3 for the Holders pursuant to this Section 2.11; or (5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. ; or (c6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.2 hereof. 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, not to exceed $15,000, and counsel for the Company, but excluding any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 2.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.1. 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. If the Company shall receive receives from one any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) causeuse commercially reasonable efforts to effect, as soon as practicable, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 10 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; US$5,000,000; (iii) if the Company shall furnish furnishes to the Holders a certificate signed by the Chief Executive Officer of the Company CEO 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 shareholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 60 days after receipt of the request of the Holder or Holders under this Section 1.54; provided provided, however, that the Company shall not utilize this right more than once twice in any twelve (12) -month period; provided(iv) if the Company has, furtherwithin the 12 month period preceding the date of such request, that already effected two registrations pursuant to this Section 4; or (v) during the period ending 90 days after the effective date of a registration statement subject to Section 2 or 3; provided that, with respect to clause (iii), the Company shall not register shares any securities for its own account or that of any other shareholder during such sixty (60) 60 day period, but such prohibition shall not apply period other than pursuant to a registration relating to the registration sale of securities to employees of the Company shares in connection with (x) or a merger or (y) registration of shares relating subsidiary pursuant to a stock option, stock purchase or similar plan; or (iv) in a registration on any particular jurisdiction in which form that does include substantially the Company same information as would be required to qualify to do business be included in a registration statement covering the sale of the Registrable Securities; or to execute a general consent to service registration in which the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of process in effecting such registration, qualification or compliance.debt securities that are also being registered; (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 4 shall not be counted as registrations effected pursuant to Section 2. (d) The provisions of Section 2(b) hereof shall apply in the event that the Holders initiating the registration request pursuant to this Section 4 intend to distribute the Registrable Securities covered by their request by means of an underwriting. For the avoidance of doubt, any request for an underwriting pursuant to this Section 4 shall be treated as a request for registration.

Form S-3 Registration. If In case the Company shall receive from one any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: section 1.12: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; ; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty one hundred twenty (60120) days after receipt of the request of the Holder or Holders under this Section 1.51.12; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that (4) if the Company shall not register shares for its own account during has, within the six (6) month period preceding the date of such sixty request, already effected one (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y1) registration of shares relating to a stock option, stock purchase or similar plan; or (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of on Form S-3 for the Holders.

Form S-3 Registration. If the Company shall receive from one or more Holders receives a request or requests from Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company effect a registration on Form S-3 and any related blue sky or similar qualification or compliance with respect to at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 notice of the proposed registration, and any related blue sky or similar qualification or compliance, registration to all Holders other Holdersthan the Initiating Holders (the “S-3 Notice”); and (b) cause, as soon as practicable, use its commercially reasonable efforts to effect such registration as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a request given to the Company within fifteen (15) days after receipt of such notice from the CompanyS-3 Notice is given; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, registration pursuant to this Section 1.5: 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 (net of Selling Expenses) of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; 1,000,000; and (iii) if the Company shall furnish furnishes to the Holders a certificate signed by the Chief Executive Officer 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 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Holder or Initiating Holders under this Section 1.52.3; provided provided, however, that the Company shall not utilize invoke this right more than once in any twelve (12) month period; provided, further, that . For the purposes of determining whether the Company shall not register shares for its own account during such sixty has invoked this right in any twelve (6012) day month period, but such prohibition calculation shall not apply also include any delay of a registration statement pursuant to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or complianceSection 2.1(b). (c) Subject Registrations effected pursuant to the foregoing, the Company this Section 2.3 shall file a not be counted as demands for registration statement covering the Registrable Securities and other securities so requested or registrations effected pursuant to be registered as soon as practicable after receipt of the request or requests of the HoldersSection 2.1.

Form S-3 Registration. If In case the Company shall receive from one any Holder or more Holders of Registrable Securities 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, registration to all other HoldersHolders of Registrable Securities; and (bii) causeuse its reasonable best efforts to effect, as soon as practicable, such registration and all 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) days after receipt the effective date of such written notice from the CompanyCompany as defined in Section 6.7; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, registration pursuant to this Section 1.5: 2.3: (ia) if Form S-3 is not available for such offering by the Holders, (b) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000; 1,000,000, (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iiic) 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 to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty one hundred and twenty (60120) days after receipt of the request of the Holder or Holders under this Section 1.52.3; provided provided, however, that such right may be exercised by the Company shall not utilize this right no more than once in any 12 month period, or (d) if the Company has, within the twelve (12) month period; providedperiod preceding the date of such request, further, that the Company shall not register shares for its own account during such sixty already effected one (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y1) registration of shares relating on Form S-3 for the Holders pursuant to a stock option, stock purchase or similar plan; or (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancethis Section 2.3. (ciii) 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. The Company shall pay all expenses incurred in connection with any registrations requested pursuant to this Section 2.3 (excluding underwriters' discounts and commissions, which shall be paid by the selling Holders pro rata and any fees and disbursements of counsel for the selling Holders), including without limitation all registration, filing, qualification, printers' and accounting fees, and fees and disbursements of counsel for the Company.

Form S-3 Registration. If and when the Company is eligible to effect a registration statement on Form S-3 and the Company shall receive have received from one or more Holders the Holder 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) part of the Registrable Securities owned by such Holder or Holdersthe Holder, the Company shall: (a) promptly give notice of the proposed registration, and any related blue sky or similar qualification or compliance, to all other Holders; and (b) causewill, as soon as practicable, effect such Registrable Securities to registration and all such qualifications and compliances as may be registered for offering so required or so requested and as would permit or facilitate the sale on Form S-3 and cause such Registrable Securities to be qualified in such jurisdictions as such Holders may reasonable request, together with distribution of all or such lesser portion of the Holder’s Registrable Securities of any other Holders joining in such request as are specified in a request given within fifteen (15) days after receipt of such notice from request, it being understood that all Registrable Securities shall be included in such registration unless otherwise specified in writing by the CompanyHolder; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 1.4: (i) if Form S-3 is not available for such offering by the HoldersHolder; (ii) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; 1,000,000; (iii) if the Company shall furnish to the Holders Holder a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after the date specified in clause (i) of this Section 1.4 or if any, receipt of the request of the Holder or Holders under this Section 1.51.4; provided provided, however, that the Company shall not utilize this right more than once in any twelve twenty-four (1224) month period; provided, further, period and provided further that the Company shall not register shares any securities for its own the account of itself or any other stockholder during such sixty (60) day period, but such prohibition shall not apply period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock optioncorporate reorganization or transaction under Rule 145 of the Securities Act, stock purchase 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 similar plana registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); or or (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (ca) 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. 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. If In case the Company shall receive from one any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) part of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (a) 11.11.1 promptly give written notice of the proposed registration, and any related blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 11.11.2 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 1.11: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; 250,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer 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 sixty (60) 60 days after receipt of the request of the Holder or Holders under this Section 1.51.11; provided provided, however, that the Company shall not utilize this right more than once in any twelve month period; (4) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.11; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) 11.11.3 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 1.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If In case the Company shall receive from one any Holder or more Holders of the Registrable Securities 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 1.12: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; 2,000,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Holder or Holders under this Section 1.5; provided 1.12, provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that (4) if the Company shall not register shares has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for its own account during such sixty (60) day period, but such prohibition shall not apply the Holders pursuant to the registration of Company shares in connection with (x) a merger this Section 1.12; or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. The Company shall bear and pay all expenses incurred in connection with the first four (4) 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 counsel for the selling Holder or Holders selected by them with the approval of the Company, and counsel for the Company, but excluding any underwriters' discounts or commissions associated with Registrable Securities. All of such expenses with respect to all subsequent registrations requested pursuant to Section 1.12 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. If In case the Company shall receive from one or more the Initiating Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) cause, 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 Initiating Holder's or Holders' Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.5: 2.4: (i) if Form S-3 is not available for such offering by the Holders, (ii) if the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000; (ii) if the Company has1,000,000, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty one hundred one hundred twenty (60120) days after receipt of the request of the Initiating Holder or Holders under this Section 1.5; provided that 2.4, (iv) if the Company shall not utilize this right more than once in any has, within the twelve (12) month period; providedperiod preceding the date of such request, furtheralready effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (ivv) 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. In addition, the Company shall not be required to effect a registration pursuant to this Section 2.4 if within thirty (30) days receipt of a written request from the Initiating Holders pursuant to this Section 2.4, the Company gives notice to the Holders of the Company's intention to make a public offering of the Company's Common Stock within ninety (90) days. (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 and, in any event, within ninety (90) days after receipt of the request or requests of the Initiating Holders.

Form S-3 Registration. If In case the Company shall receive from one any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) part of the Registrable Securities owned by such Holder or Holders, the Company shallwill use its best efforts to: (a) promptly give written notice of the proposed registration, registration and any related blue sky or similar qualification or compliance, to all other Holders; Holders and (b) cause, 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 of Holders' Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 1.12: (i1) if Form S-3 is not then available for such offering by Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000; 2 million; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the 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 to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder or Holders under this Section 1.51.12; provided provided, however, that the Company shall not utilize this right more than once two (2) times in any twelve (12) month period; provided, further, that (4) if the Company shall not register shares has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for its own account during the Holders pursuant to this Section 1.12; (5) if the Company has already effected four (4) such sixty (60) day period, but such prohibition shall not apply registrations pursuant to the registration of Company shares in connection with (x) a merger this Section 1.12; or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv6) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders.

Form S-3 Registration. If In case the Company shall receive --------------------- from one any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 1.12: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; 1,000,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty one hundred fifty (60150) days after receipt of the request of the Holder or Holders under this Section 1.51.12; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that (4) if the Company shall not register shares has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for its own account during such sixty the Holders pursuant to this Section 1.12; (605) day period, but such prohibition shall not apply if the Company has already effected a total of six (6) registrations on Form S-3 for the Holders pursuant to the registration of Company shares in connection with (x) a merger this Section 1.12; or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv6) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders.the

Form S-3 Registration. If In case the Company shall receive from one either GLY or more Holders the Xxxxxxx Group 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are metpart (but not less than 20%) of the Registrable Securities owned by such Holder or Holders, the Company shallwill: (aA) promptly give written notice of the proposed registration, and any related blue sky or similar qualification or compliance, to all other Holders; and (bB) cause, 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 Holder’s Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 3(e): (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; 5,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer 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 greater than sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 1.53(e); provided that (iv) if the Company shall not utilize this right more than once in any twelve has, within the six (126) month period; providedperiod preceding the date of such request, furthereffected a registration for such Holders pursuant to Section 3(a), that (v) if the Company shall not register shares has already effected a registration on Form S-3 for its own account during such sixty (60) day period, but such prohibition shall not apply Holders pursuant to the registration of Company shares in connection with (x) a merger this Section 3(e); or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (ivvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) . Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3(e) shall not be counted as demands for registration or registrations effected pursuant to Section 3(a).

Form S-3 Registration. If In case the Company shall receive from one any --------------------- Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: section 1.12: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; 500,000.00; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer 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 sixty (60) 60 days after receipt of the request of the Holder or Holders under this Section 1.51.12; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that (4) if the Company shall not register shares has, within the six (6) month period preceding the date of such request, already effected one registration on Form S-3 for its own account during such sixty (60) day period, but such prohibition shall not apply the Holders pursuant to the registration of Company shares in connection with (x) a merger this Section 1.12; or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of 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. If In case the Company shall receive from one any --------------------- Holder or more Holders of the Restricted Stock 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) part of the Registrable Securities Restricted Stock owned by such Holder or Holders, the Company shallwill: (a) promptly 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 practicable, effect such Registrable Securities to registration and all such qualifications and compliances as may be registered for offering so requested and as would permit or facilitate the sale on Form S-3 and cause distribution of all or such Registrable Securities to be qualified portion of such Holder's or Holders' Restricted Stock as are specified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities Restricted Stock 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 provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 13: (i1) if Form S-3 is not available for such offering by the Holders; (2) 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 Restricted Stock and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; 750,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Holder or Holders under this Section 1.513; provided provided, however, that the Company shall not utilize this right more than once in any twelve month period; (4) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 13; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities Restricted Stock 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 13, 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 Restricted Stock, shall be borne by the Company. Registrations effected pursuant to this Section 13 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively.

Form S-3 Registration. If In case the Company shall receive from one any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, as soon as practicable, use all 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 Holders' Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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 ten (1510) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.52.3: (i) if If the Company is not qualified as a registrant entitled to use Form S-3; (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.52,500,000; (iii) if For the Company shall furnish to reasons, and under the Holders a certificate signed by the Chief Executive Officer of the Company stating that circumstances described, 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 timeSection (B)(d), in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 1.52.3; provided provided, however, that the Company shall such deferral may not utilize this right be utilized more than once in any twelve (12) month period; provided, further, that ; (iv) If the Company shall not register shares for its own account during has, within the six (6) month period preceding the date of such sixty (60) day periodrequest, but such prohibition shall not apply previously effected a registration pursuant to the registration of Company shares in connection with (x) a merger Section 2.1 or (y) registration of shares relating on Form S-3 pursuant to a stock option, stock purchase or similar planthis Section 2.3; or (ivv) in Within 180 days after the effective date of any particular jurisdiction in which registration statement filed by the Company would be required to qualify to do business or to execute in connection with a general consent to service registered public offering of process in effecting such registrationthe Company's securities solely for cash, qualification or compliance. (c) Subject to the foregoing, the Company shall file other than a registration statement covering (i) on Form S-8, X-0 xx comparable forms, or (ii) with respect to an employee benefit plan, or (iii) solely in connection with a Rule 145 transaction under the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the HoldersAct.

Form S-3 Registration. If In case the Company shall receive from one any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, as soon as practicable, use all 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 Holders’ Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 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 deduction of any underwriters’ discounts or commissions) of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; 2,500,000; (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 to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 1.51.4; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that (iv) if the Company shall not register shares for its own account during has, within the nine (9) month period preceding the date of such sixty request, already effected one (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y1) registration of shares relating on Form S-3 for the Holders pursuant to a stock option, stock purchase or similar planthis Section 1.4; or (ivv) 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) after the Company has effected four (4) registrations pursuant to this Section 1.4 and such registrations have been declared 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. If the Company shall receive from one or more Holders a 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 at least 25% (or a lesser percentage if the requirements of Section 1.5(b)(i) are met) of the Registrable Securities owned by such Holder or Holders, the Company shall: (a) : promptly give notice of the proposed registration, and any related blue sky or similar qualification or compliance, to all other Holders; and (b) and cause, as soon as practicable, such Registrable Securities 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 Holders joining in such request as are specified in a request given within fifteen (15) days after receipt of such notice from the Company; provided that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: (i) : if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000; (ii) ; if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii) ; if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder or Holders under this Section 1.5; provided that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv) or in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) . Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders.

Form S-3 Registration. If In case the Company shall receive from one any Holder or more Holders who in the aggregate hold at least ten percent (10%) 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) causeuse its best efforts to effect, as soon as practicable, 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 Holders’ Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5section 1.4: (i) if Form S-3 is not available for such offering by the Holders; provided, however, that after its Initial Offering the Company shall use its best efforts to qualify for registration on Form S-3 in accordance with Section 1.10 below; (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 (net of any underwriters’ discounts or commissions) of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.51,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the 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 sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 1.51.4; provided provided, however, that the Company shall not utilize this right more than once in any twelve month period; (iv) if the Company has, within the twelve (12) month period; providedperiod preceding the date of such request, further, that already effected two registrations on Form S-3 for the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply Holders pursuant to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar planthis Section 1.4; or (ivv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. 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. If (a) In case the Company shall receive from one any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (bii) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 1.11: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; ; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Holder or Holders under this Section 1.51.11; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that (4) if the Company shall not register shares has already effected one registration on Form S-3 within the past twelve (12) months for its own account during such sixty the Holders pursuant to this Section 1.11; (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; (6) if the Company, within ten (10) days of the receipt of the request of the initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, or an offering solely to employees); or (7) during the period starting with the date ninety (90) 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 all reasonable efforts to cause such registration statement to become effective. (b) If the Initiating Holders requesting such registration hereunder 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 1.11 and the Company shall include such information in the written notice referred to in Section 1.11(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 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 underwriters selected for such underwriting by a majority in interest of the Initiating Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.11, 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. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. If any Holder or holder disapproves of the terms of any such underwriting, such Holder or holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any Registrable Securities and/or securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require. (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 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 1.11 shall not be counted as demands for registration or registrations effected pursuant to Section 1.2 or 1.3, respectively.

Form S-3 Registration. If In the event the Company shall receive a written request from one or more the Holders a request or requests of no less than twenty-five percent (25%) of the then outstanding Registrable Securities that the Company effect a registration on Form S-3 and any related blue sky or similar qualification or compliance with respect to at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 Holders' Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 1.12: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; ; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 60 days after receipt of the request of the Holder or Holders under this Section 1.51.11; provided provided, however, that the Company shall not utilize this right more than once in any twelve month period; (4) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.11; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with the registrations requested pursuant to Section 1.11, 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 1.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If In case the Company shall receive from one or more Holders holding Registrable Securities anticipated to have an aggregate sale price (net underwriting discounts and commissions, if any) in excess of $7,500,000 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or of compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 2.11: (i1) if Form S-3 is not then available for such offering by the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities ; (if any) at an aggregate price to the public of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii2) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer 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 sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 1.52.11; provided provided, however, that the Company shall not utilize this right more than once one (1) time in any twelve (12) month period; provided, further, period and provided further that the Company shall not register shares any securities for its own the account of itself or any other stockholder during such sixty ninety (6090) day period, but such prohibition shall not apply period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock optioncorporate reorganization or transaction under SEC Rule 145, stock purchase 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 similar plana registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); or or (iv3) in it any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 2.11, including (without limitation) all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of one (1) counsel for the selling Holder or Holders and counsel for the Company, but excluding any 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 Sections 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. If In case the Company shall receive from one any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: section 2.11: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; 1,000,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer 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 sixty (60) days after receipt of the request of the Holder or Holders under this Section 1.52.11; provided that (4) if the Company shall not utilize this right more than once in any has, within the twelve (12) month periodperiod preceding the date of such request, already effected one registration on Form S-3 for the Holders pursuant to this Section 2.11; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 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 pro rata by the Holder or Holders participating in the Form S-3 Registration. Registrations effected pursuant to this Section 2.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.1 or 2.2, respectively.

Form S-3 Registration. If In case the Company shall receive from one or more Holders of at least twenty percent (20%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related blue sky or similar qualification or compliance with respect to at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 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 deduction of any underwriters’ discounts or commissions) of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; 2,000,000; (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 shareholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 1.51.4; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that (iv) if the Company shall not register shares has, within the twelve (12) month period preceding the date of such request, already effected one registration on Form S-3 for its own account during such sixty (60) day period, but such prohibition shall not apply the Holders pursuant to the registration of Company shares in connection with (x) a merger this Section 1.4; or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (ivv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. 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. If In case the Company shall receive from one or more the Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 2.3, the “S-3 Initiating Holders”) 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) causeuse its commercially reasonable efforts to effect, as soon as practicable, 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 Holders’ Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.52.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.51,000,000; (iii) if the Company shall furnish to the all Holders requesting a registration statement pursuant to this Section 2.3 a certificate signed by the 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 CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 1.5S-3 Initiating Holders; provided that such right shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, and provided further that the Company shall not register shares any securities for its own the account of itself or any other stockholder during such sixty ninety (6090) day period, but such prohibition shall not apply period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock optioncorporate reorganization or transaction under Rule 145 of the Act, stock purchase 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 similar plan; ora 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 two (2) registrations on Form S-3 pursuant to this Section 2.3; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; (vi) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or (vii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 2.2 of this Agreement, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective. (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 2.3 and the Company shall include such information in the written notice referred to in Section 2.3(a). The provisions of Section 2.1(b) of this Agreement shall be applicable to such request (with the substitution of Section 2.3 for references to Section 2.1). (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. Registrations effected pursuant to this Section 2.3 shall not be counted as requests for registration effected pursuant to Section 2.1 of this Agreement.

Form S-3 Registration. If In case the Company shall receive --------------------- from one or more the Holders of Registrable Securities a written request or requests that the Company effect a registration on on~Form S-3 and any related blue sky or similar qualification or compliance with respect to at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) causeuse best efforts to effect, as soon as practicable, 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 Holders' Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5section 1.4: (i) if Form S-3 is not available for such offering by the holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.55,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the 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 sixty one hundred twenty (60120) days after receipt of the request of the Holder or Holders under this Section 1.51.4; provided provided, however, that the Company shall not utilize this right more than once in any twelve month period; (iv) if the Company has, within the twelve (12) month period; providedperiod preceding the date of such request, further, that already effected one registration on Form S-3 for the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply Holders pursuant to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar planthis Section 1.4; or (ivv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. 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. If In case the Company shall receive from one --------------------- any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: section 1.12: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; 2,500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer 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 sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 1.51.12; provided provided, however, that the Company shall not utilize this right more than once in any twelve month period; (4) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected a registration on Form S-3 for the Holders pursuant to this Section 1.12; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of 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 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. If After the initial public offering of its securities registered under the Securities Act, the Company shall use its commercially reasonable efforts to qualify and remain qualified to register securities on Form S-3 (or any successor form) under the Securities Act. In case the Company shall receive from one any Investor or more Holders Investors (as defined herein or in the Existing Agreement) 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) part of the Registrable Securities owned held by such Holder Investor or HoldersInvestors, the Company shallwill: (a) promptly give at least twenty (20) days' 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 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 the Investor's or Investors' Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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 (as defined herein or in the Existing Agreement) 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 provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 2.9: (i1) if Form S-3 is not available for such offering by the Investors; (2) 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 of less than One Million Dollars ($500,000; 1,000,000); (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders Investors a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the CompanyDirectors, it would be seriously materially detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 1.52.9; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that (4) if the Company shall not register shares has, within the twelve (12) month period preceding the date of such request, already effected in the aggregate two (2) registrations on Form S-3 for the Investors pursuant to this Section 2.9 and/or for the Investors as defined in, and pursuant to Section 2.9 of, the Existing Agreement; (5) if the Company has already effected in the aggregate a total of four (4) registrations on Form S-3 for Investors pursuant to this Section 2.9 and/or for the Investors as defined in, and pursuant to Section 2.9 of, the Existing Agreement; (6) if, at the time of its written request pursuant to this Section 2.9, Investors beneficially own account during such sixty less than Twenty Percent (6020%) day periodof the aggregate Registrable Securities beneficially owned by them as of the Second Closing, but such prohibition shall not apply to or if there is no Second Closing, as of the registration of Company shares in connection with date hereof (x) a merger as adjusted for stock dividends, combinations, splits, recapitalizations and the like); or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv7) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the HoldersInvestors. Registrations effected pursuant to this Section 2.9 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.1 or 2.2, respectively.

Form S-3 Registration. If the Company shall receive receives from one any Holder or more Holders of 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 1.12: (i1) if Form S-3 is not available for such offering; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; 1,500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Holder or Holders under this Section 1.51.12; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) twelve-month period; provided, further, that (4) if the Company shall not register shares has already effected two registrations on Form S-3 for its own account during such sixty (60) day the Holders pursuant to this Section 1.12 within the prior twelve-month period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger ; or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to this Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of one counsel selected by majority vote of 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.

Form S-3 Registration. If In case the Company shall receive from one any Holder or more Holders of 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; , and (b) causeuse its best efforts to effect, as soon as practicable, 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 Holders' Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5section 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii) if the Company shall furnish to the Holders a certificate signed by the 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 sixty one hundred twenty (60120) days after receipt of the request of the Holder or Holders under this Section 1.51.4; provided provided, however, that the Company shall not utilize this right more than once in any twelve month period; (iv) if the Company has, within the twelve (12) month period; providedperiod preceding the date of such request, further, that already effected one such registration on Form S-3 for the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply Holders pursuant to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar planthis Section 1.4; or (ivv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is currently qualified to do business or has previously executed a general consent to service of process in such jurisdiction and except 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. 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. If In case the Company shall receive from one any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided PROVIDED, HOWEVER, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: section 1.12: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; 1,000,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 60 days after receipt of the request of the Holder or Holders under this Section 1.51.12; provided PROVIDED, HOWEVER, that the Company shall not utilize this right more than once in any twelve month period; (4) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.12; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders.. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without

Form S-3 Registration. If In case the Company shall receive from one any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: section 1.10: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; 1,000,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer 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 stockholder(s) for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 60 days after receipt of the request of the Holder or Holders under this Section 1.51.10; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that (4) if the Company shall not register shares for its own account during has, within the 12-month period preceding the date of such sixty (60) day periodrequest, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger already effected two registrations on Form S-3; or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.10, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, shall be borne pro rata by the Holder or Holders participating in the Form S-3 Registration. Registrations effected pursuant to this Section 1.10 shall not be counted as registrations effected pursuant to Sections 1.2.

Form S-3 Registration. If In case the Company shall receive from one --------------------- any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 1.12: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; 1,000,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 60 days after receipt of the request of the Holder or Holders under this Section 1.51.12; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders.this

Form S-3 Registration. If In case the Company shall receive from one --------------------- any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: section 1.12: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; 1,000,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty one hundred twenty (60120) days after receipt of the request of the Holder or Holders under this Section 1.51.12; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that (4) if the Company shall not register shares has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for its own account during such sixty (60) day period, but such prohibition shall not apply the Holders pursuant to the registration of Company shares in connection with (x) a merger this Section 1.12; or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company and including 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. If In case the Company shall receive from one or more the Holders of at least ten percent (10%) 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) causeuse its best efforts to effect, as soon as practicable, 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 Holders’ Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.51.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than US $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.55,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the 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 shareholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 1.51.4; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) -month period; provided, further, that ; (iv) if the Company has, within the 12-month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4, Section 1.2 or Section 1.3 (provided in the latter case there shall not register have been no reduction in the shares for its own account during such sixty (60) day period, but such prohibition shall not apply permitted to the registration of Company shares be sold by selling shareholders in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plantherewith); or (ivv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. 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. If the Company shall receive from one or more Holders Parent receives a request or requests from Stockholders of at least five percent (5%) of the Registrable Securities then outstanding that the Company Parent effect a registration on Form S-3 and any related blue sky or similar qualification or compliance with respect to at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) part of the Registrable Securities owned by such Holder or HoldersInitiating Stockholders, the Company then Parent shall: (a) promptly within ten (10) days after the date such request is given, give notice of the proposed registration, and any related blue sky or similar qualification or compliance, registration to all Stockholders other Holdersthan the Initiating Stockholders (the “S-3 Notice”); and (b) cause, as soon as practicable, practicable (and in any event within 45 days from such request) to effect such registration as would permit or facilitate the sale and distribution of all or such portion of such Initiating Stockholders’ Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holders Stockholders joining in such request as are specified in a request given to Parent within fifteen (15) days after receipt of such notice from the CompanyS-3 Notice is given; provided provided, however, that the Company Parent shall not be obligated to effect any such registration, qualification or compliance, registration pursuant to this Section 1.5: 2.3 (i) if Form S-3 is not then available for such offering by the HoldersStockholders; (ii) if the Stockholders, together with the holders Stockholders of any other securities of the Company Parent entitled to and requesting inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; 1,000,000; (iii) if the Company shall furnish Parent furnishes to the Holders Stockholders a certificate signed by the Chief Executive Officer chief executive officer of the Company Parent stating that in the good good-faith judgment of the Board of Directors of the CompanyParent, it would be seriously materially detrimental to the Company Parent and its stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company Parent shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder or Holders Initiating Stockholders under this Section 1.52.3; provided provided, however, that the Company Parent shall not utilize invoke this right more than once twice in any twelve (12) month period; provided, further, and provided further that the Company Parent shall not register shares any securities for its own account or that of any other stockholder during such sixty (60) day periodperiod other than an Excluded Registration. Notwithstanding the aforesaid, but such prohibition the Company shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv) in any particular jurisdiction in which the Company would be required to qualify effect more than two registrations on Form S-3 in any 12 month period pursuant to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancethis Section 2.3. (c) Subject Registrations effected pursuant to the foregoing, the Company this Section 2.3 shall file a not be counted as demands for registration statement covering the Registrable Securities and other securities so requested or registrations effected pursuant to be registered as soon as practicable after receipt of the request or requests of the HoldersSection 2.1.

Form S-3 Registration. If In case the Company shall receive from one any Holder or more Holders of the Registrable Securities 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, as soon as practicable, effect such Registrable 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 2.12, (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; ; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer president of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Holder or Holders under this Section 1.52.12; provided provided, however, that the Company shall not utilize this right more than once twice in any twelve (12) month period; provided, further, that (4) if the Company shall not register shares has, already effected two registrations on Form S-3 for its own account during such sixty the Holders pursuant to this Section 2.12; (605) day period, but such prohibition shall not apply if the Holders can sell Registrable Securities pursuant to Rule 144 or otherwise free of the registration requirements of the Securities Act; (6) if the Company shares in connection with (x) has effected another S-3 registration within 12 months prior to receipt of a merger request pursuant to this Section 2.12; or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv7) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable practi- cable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 2.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the Company, 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.

Form S-3 Registration. If In case the Company shall receive from one --------------------- any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.5: 1.12: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; 1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement Registration Statement for a period of not more than sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 1.51.12; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) -month period; provided, further, that (iv) if the Company shall not register shares has, within the six-month period preceding the date of such request, already effected a registration on Form S-3 for its own account during such sixty the Holders pursuant to this Section 1.12 and other similar provisions granting rights to registration on Form S-3; (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (ivv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders.; or

Form S-3 Registration. If In case the Company shall receive from one --------------------- any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 1.11: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; [** ]; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer 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 sixty (60) 60 days after receipt of the request of the Holder or Holders under this Section 1.51.11; provided provided, however, that the Company shall not utilize this right more than once in any twelve month period; (4) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.11; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. 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.

Form S-3 Registration. If (a) If, at any time after the expiration of six months following the initial public offering of the Company’s Common Stock, the Company shall receive a written request from one any Investor or more Holders a request or requests Investors that the Company effect file a registration on Form S-3 and any related blue sky or similar qualification or compliance with respect to at least 25% (or for a lesser percentage if the requirements public offering of Section 1.5(b)(i) are met) of the Registrable Securities owned by such Holder or HoldersSecurities, the Company shallwill: (ai) promptly give written notice of the proposed registration, and any related blue sky or similar qualification or compliance, registration to all other HoldersInvestors; and (bii) cause, 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 Investors’ Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holders Investor or Investors 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 provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 2.3: (iA) if Form S-3 is not available for such offering by the Investors; (B) 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 deduction of any underwriters’ discounts or commissions) of less than $500,000; 3,000,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iiiC) if the Company shall furnish to the Holders Investors a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Holder Investor or Holders Investors under this Section 1.52.3; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, (D) at any time that the Company shall not register shares for its own account during has effected two registrations pursuant to this Section 2.3 in the preceding twelve month period and such sixty registrations have been declared effective; or (60E) day period, but such prohibition shall not apply if the Company delivers in good faith a written notice to the Investors requesting registration pursuant to this Section 2.3 within 10 days after receipt of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv) in any particular jurisdiction in which such request that the Company would be required intends to qualify to do business or to execute file a general consent to service registration statement for a public offering, during the period commencing with the date of process in effecting giving such registration, qualification or compliancenotice and ending 90 days thereafter. (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 HoldersInvestors. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. (c) The Company shall provide notice to the Investors in the event that it intends to permit securities that are not Registrable Securities to be included in any registration statement filed pursuant to this Section 2.3. If, in respect of any underwritten offering pursuant to this Section 2.3, the underwriter advises the Investors that marketing factors require a limitation of the amount of securities to be underwritten, the number of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (d) The Investors holding a majority of Registrable Securities may, at any time prior to the effective date of any registration statement, revoke such request by providing a written notice to the Company revoking such request, so long as the revoking Investors pay the Company’s reasonable expenses in connection with the preparation of such abandoned registration.

Form S-3 Registration. If (a) In case the Company shall receive a written request from one or more Holders a request or requests any Investor Holder(s) of at least twenty-five percent (25%) of the Registrable Securities then outstanding and entitled to registration rights under Section 1 hereof that the Company effect a registration on Form S-3 (or on any successor form to Form S-3 regardless of its designation) and any related blue sky or similar qualification or compliance with respect to at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (bii) causeuse its best efforts to effect, as soon as practicable, such registration (and to keep such registration effective for up to six months), qualification or compliance as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 20 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.5: 1.11 if: (i1) if Form S-3 (or any successor form to Form S-3 regardless of its designation) is not available for such offering by the Holders, together with ; (2) the holders aggregate net offering price (after deduction of any other securities underwriting discounts and commissions) of the Company entitled to inclusion Registrable Securities specified in such registration, propose to sell Registrable Securities and such other securities (if any) request is not at an aggregate price to the public of less than least $500,000; ; (ii3) if the Company has, within the twelve month period preceding the date of such request, has already effected two registrations on Form S-3 for the Holders or pursuant to this Section 1.5; 1.2 hereof within the previous twelve-month period; or (iii4) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer president of the Company stating that that, in the good faith judgment of the Board of Directors of the CompanyDirectors, it would not be seriously detrimental to in the best interests of the Company and its stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 45 days after receipt of the request of the Holder or Holders under this Section 1.51.11; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) twelve-month period; provided, further, . (b) In the event that the Company shall consummates the initial public offering of its securities, then as soon as reasonably possible following a written request from two-thirds in interest of the Registrable Securities, and in any event not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to before 366 days after the effective date of the registration of Company shares statement filed in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoinginitial public offering, the Company shall file a shelf registration statement covering on Form S-3 (or on any successor form to Form S-3 regardless of its designation) which would permit or facilitate the Registrable Securities sale and other securities so requested to be registered as soon as practicable after receipt of the request or requests distribution of the Holders’ Registrable Securities, and the Company shall use best efforts to keep such shelf registration effective in accordance with applicable regulations.

Form S-3 Registration. If In case the Company shall receive from one any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 1.12: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; 1,000,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 60 days after receipt of the request of the Holder or Holders under this Section 1.51.12; provided provided, how- ever, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that (4) if the Company shall not register shares has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for its own account during such sixty (60) day period, but such prohibition shall not apply the Holders pursuant to the registration of Company shares in connection with (x) a merger this Section 1.12; or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, 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. If In case the Company shall receive from one or more the Holders of the Registrable Securities 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) causeuse best efforts to effect, as soon as practicable, 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 Holders’ Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) calendar days after receipt of such written notice from the Company; provided , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5section 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii) if the Company shall furnish to the Holders a certificate signed by the 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 sixty (60) days after receipt of the request of the Holder or Holders under this Section 1.51.4; provided provided, however, that the Company shall not utilize this right more than once twice in any twelve month period; (iv) if the Company has, within the twelve (12) month period; providedperiod preceding the date of such request, further, that already effected two registrations on Form S-3 for the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply Holders pursuant to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar planthis Section 1.4; or (ivv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. 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. If In case the Company shall receive from one or more Holders any Holder(s) of the Company's Registrable Securities, 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) part of the Registrable Securities owned by such Holder or HoldersHolder(s), the Company shallwill: (a) promptly 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 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holders Holder(s) joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registrationregistra tion, qualification or compliance, pursuant to this Section 1.5: 1.12: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000; ; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish fur nish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 1.51.12; provided pro vided, however, that the Company shall not utilize the right under this right Section 1.12(b) more than once in any twelve (12) month period; provided, further, that (4) if the Company shall not register shares has already effected two registrations on Form S-3 for its own account during such sixty the Holders pursuant to this Section 1.12 in any twelve (6012) day month period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger ; or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) If the Holders requesting registration pursuant to this Section 1.12 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 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 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 under writing agreement in customary form with the underwriter or underwriters 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 num ber 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. (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 practi cable after receipt of the request or requests of the Holders. The Company shall pay all expenses incurred in connection with registrations requested pursuant to Section 1.12, including (without limita tion) all registration, filing, qualification, printer's and accounting fees and the fees and disbursements (not to exceed $15,000) of counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriters' discounts or commissions associated with Registrable Securities. Registra tions effected pursuant to this Section 1.12 shall not be counted as demands for registration or registra tions effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If In case the Company shall receive from one any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) causeuse commercially reasonable efforts to effect, as soon as practicable, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: section 1.12: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $500,000; 1,000,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer 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 sixty (60) 60 days after receipt of the request of the Holder or Holders under this Section 1.51.12; provided provided, however, that the Company shall not utilize this right more than once in any twelve-month period; (4) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.12; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. 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. If In case the Company shall receive from one any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: section 1.12: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; 1,000,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder or Holders under this Section 1.51.12; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that (4) if the Company shall not register shares has, within the six (6) month period preceding the date of such request, already effected one registration on Form S-3 for its own account during such sixty (60) day period, but such prohibition shall not apply the Holders pursuant to the registration of Company shares in connection with (x) a merger this Section 1.12; or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of 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. If In case the Company shall receive from one any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 1.12: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; 250,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer 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 sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 1.51.12; provided provided, however, that the Company shall not utilize this right more than once in any twelve month period; (4) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.12; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, and including 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. If In case the Company shall receive a written request from one or more the Holders a request or requests of at least twenty percent (20%) of the Registrable Securities then outstanding that the Company effect a registration on Form S-3 and any related blue sky or similar qualification or compliance with respect to at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: section 1.12: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; 1,000,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer 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 sixty (60) 60 days after receipt of the request of the Holder or Holders under this Section 1.51.12; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that (4) if the Company shall not register shares has, within the twelve (12) month period preceding the date of such request, already effected one registration on Form S-3 for its own account during such sixty (60) day period, but such prohibition shall not apply the Holders pursuant to the registration of Company shares in connection with (x) a merger this Section 1.12; or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses other than underwriting discounts and commissions incurred in connection with the registrations requested pursuant to Section 1.12, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder; if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements of one counsel for the selling Holders) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.12 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses). Registrations effected pursuant to this Section 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. If (a) In case the Company shall receive from one any Holder or more Holders who hold the Company's Registrable Securities 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (bii) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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 thirty (1530) days after receipt of such written notice from the Company; provided that the . The Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 1.4 if: (i1) if Form S-3 is not available for the Company; (2) the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; 2,500,000; (ii3) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer Chairman of the Board 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 have a Material Adverse Effect on the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 1.51.4; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) 12 month period; provided, further, that (4) the Company shall not register shares has already effected one registration on Form S-3 for its own account during such sixty (60) day period, but such prohibition shall not apply the Holders pursuant to this Section 1.4 within six months prior to the Company's receipt of the request of the Holder or Holders under this Section 1.4. In addition, the Company will not be obligated to effect any such registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (b) If the 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 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(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 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 1.2(b)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Holders. Notwithstanding any other provision of this Section 1.4, if the underwriter advises the 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 in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of Registrable Securities shall not be reduced unless all other securities are excluded from the underwriting. (c) Subject to the foregoing, the Company shall file a registration statement on Form S-3 or any successor form thereof 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 Registrable Securities are sold or for six months, whichever comes first. Registrations effected pursuant to this Section 1.4 shall not be deemed to be demands for registration or registrations effected pursuant to Section 1.2 or 1.3, respectively.

Form S-3 Registration. If In case the Company shall receive from one or more the Holders of 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 at least 25% (or a lesser percentage if the requirements of Section 1.5(b)(i) are met) of the Registrable Securities owned by such Holder or Holders, reasonably expected to generate gross proceeds of not less than $2,000,000, the Company shallwill: (a) promptly give written notice of the proposed registration, registration and any related blue sky or similar qualification or compliance, compliance to all other Holders; and; (b) cause, 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 Holders' Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified in such jurisdictions as such Holders may reasonable request, request together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.5: 15: (i) if Form S-3 is not available for such offering by the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000; ; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 1.515; provided provided, however, that the Company shall not utilize use this right more than once in any twelve (12) -month period; provided, further, that (iii) if the Company shall not register shares has, within the six month period preceding the date of such request, already effected one such registration on Form S-3 for its own account during the Holders pursuant to this Section 15; (iv) if the Company within the six month period preceding the date of such sixty (60) day period, but such prohibition shall not apply request has effected a registration of securities in which the Holders of Registrable Securities requesting registration pursuant to this Section 15 were entitled to participate to the registration of Company shares in connection with (x) a merger fullest extent they desired pursuant to Section 2 or 3; or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (ivv) 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, registration qualification or compliance.; 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 practical after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to this Section 15, including, without limitation, all registration, filing, qualification, printing and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holders and counsel for the Company, shall be borne by the Company; provided, however, that the selling Holders shall bear the expenses of any underwriting discounts and commission and transfer taxes relating to the securities to be registered on behalf of the Holders.

Form S-3 Registration. If In case, after the earlier of (A) ninety (90) days after the effective date of a registration statement for the first public offering of Cortech's shares following the Effective Time of the Merger and (B) the first anniversary of the Effective Time of the Merger, the Company shall receive from one any Holder or Holders of twenty percent (20%) or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 1.12: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; 250,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer 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 sixty (60) days after receipt of the request of the Holder or Holders under this Section 1.51.12; provided provided, however, that the Company shall not utilize this right more than once in any twelve-month period; (4) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.12; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of 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. If At any time after June 1, 2001, in case --------------------- the Company shall receive from one or more Holders Holder 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 at least 25% (or a lesser percentage if the requirements of Section 1.5(b)(i) are met) an amount of the Registrable Securities owned by such Holder or Holdersholders under the Existing Rights Agreement for which the anticipated aggregate offering price would be at least $1,000,000, the Company shall: (a) promptly give written notice of the proposed registration, and any related blue sky or similar qualification or compliance, compliance to Holder and all other Holdersstockholders of the Company with registration rights; and (b) cause, 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 Holder's Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities securities of any other Holders stockholders of the Company with registration rights 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 provided, however, that the Company shall not be obligated to effect any such registration, qualification qualification, or compliance, compliance pursuant to this Section 1.5: 2.2: (i1) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 is not available for such offering by the Holders pursuant to this Section 1.5; Holder; (iii2) if the Company shall furnish to the Holders Holder a certificate signed by the Chief Executive Officer president of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the initiating request of the Holder or Holders such other holders under this Section 1.52.2; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that (3) if the Company shall not register shares has, within the six (6) month period preceding the date of such request, already effected a registration in which Holder's Registrable Securities were included or in which the securities of holders under the Existing Rights Agreement were included and Holder was afforded the opportunity to have its Registrable Securities included in such registration statement; (4) if the Company has already effected two registrations on Form S-3 for its own account during such sixty (60) day period, but such prohibition shall not apply Holder pursuant to the registration of Company shares in connection with (x) a merger this Section 2.2(b); or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act. Subject to the foregoing, the Company shall effect such registration, qualification, or compliance (including, without limitation, the execution of an undertaking to file a registration statement post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Holder. If the registration to be effected pursuant to this Section 2.2 is to be an underwritten public offering, it shall be managed by an underwriter or requests underwriters selected by the Company reasonably acceptable Holder. In such event, the right of Holder to registration pursuant to Section 2.2 shall be conditioned upon the participation by Holder in such underwriting and the inclusion of the HoldersRegistrable Securities of Holder in the underwriting to the extent provided herein. If the managing underwriter so selected determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities held by Holder to be included in such registration. The Company shall so advise Holder, and the number of shares of Registrable Securities that may be included in the registration shall be allocated among Holder and other stockholders of the Company with registration rights in proportion to the respective amounts of Registrable Securities which would be held by each of such stockholders at the time of filing of the registration statement. Any Registrable Securities that are so excluded from the underwriting shall be excluded from the registration.

Form S-3 Registration. If In case the Company shall receive from one or more the Holders of the Registrable Securities 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other Holders; and (b) causeuse all reasonable efforts to effect, as soon as practicable, 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 Holders' Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5section 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.52,500,000; (iii) if the Company shall furnish to the Holders a certificate signed by the 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 sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 1.51.4; provided provided, however, that the Company shall not utilize this right more than once in any twelve month period; (iv) if the Company has, within the twelve (12) month period; providedperiod preceding the date of such request, further, that already effected one registration on Form S-3 for the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply Holders pursuant to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar planthis Section 1.4; or (ivv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. 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. If In case the Company shall receive from one or more Holders any Holder of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related blue sky or similar qualification or compliance with respect to at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) 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 blue sky or similar qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) cause, 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 to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.52.4: (i) after the Company has effected two (2) registrations pursuant to this Section 2.4 within the twelve (12) month period preceding the date of such request, and such registrations have been declared or ordered effective; (ii) if Form S-3 is not available for such offering by the Holders; (iii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five million dollars ($500,0005,000,000); (iiiv) if the Company has, within the twelve month period preceding the date thirty (30) days of such request, already effected two registrations on Form S-3 for the receipt of a written request from any Holder or Holders pursuant to this Section 1.52.4, 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 makes reasonable good faith efforts to cause such registration statement to become effective; (iiiv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer 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 sixty one hundred twenty (60120) days after receipt of the request of the Holder or Holders under this Section 1.52.4; provided that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that the Company shall not register shares any securities for its own the account of itself or any other stockholder during such sixty one hundred twenty (60120) day period, but such prohibition shall not apply to the registration of Company shares in connection with period (x) a merger or (y) registration of shares relating other than pursuant to a stock option, stock purchase or similar planSpecial Registration Statement); or (ivvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2.

Form S-3 Registration. If In case the Company shall receive from one any Holder or more Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) portion 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 blue sky or similar qualification or compliance, to all other Holders; and (b) cause, 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 the Holder's or Holders' Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified 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) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: 1.12: (i1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; 250,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer 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 sixty (60) 60 days after receipt of the request of the Holder or Holders under this Section 1.51.12; provided provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that (4) if the Company shall not register shares has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for its own account during such sixty (60) day period, but such prohibition shall not apply the Holders pursuant to the registration of Company shares in connection with (x) a merger this Section 1.12; or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriters' discounts or commissions associated with such disposition of Registrable Securities and other securities, shall be paid by the Company.

Form S-3 Registration. If Upon the Company shall receive from one or more Holders a request or requests that the Company effect a registration on becoming eligible for use of Form S-3 and any related blue sky under the Securities Act in connection with a secondary public offering of its equity securities (including an offering on a delayed or similar qualification or compliance with respect continuous basis pursuant to at least 25% Rule 415 promulgated under the Act (or a lesser percentage if the requirements of Section 1.5(b)(i“Shelf Registration”)) are met) of the Registrable Securities owned by such Holder or Holders, the Company shall: 2.3.1 promptly, but in no event later than ten (a10) promptly days before the anticipated filing date of such Form S-3, give written notice of the proposed registration, which notice shall describe the proposed registration, the intended method of disposition of such Registrable Common, any related qualification or compliance and any related blue sky or similar qualification or complianceother information that at the time would be appropriate to include in such notice, to all other Holders; and (b) cause2.3.2 effect, as soon as practicable, 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 Registrable Securities 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 requestCommon, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a request given within fifteen (15) days after receipt of such notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.52.3: (ia) if Form S-3 is not available for such offering by the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000;; or (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iiib) if the Company shall furnish to the Holders a certificate signed by the Company’s Chief Executive Officer of the Company stating that in the good faith judgment or Chairman 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 timestating a Valid Business Reason, in which event the Company shall have the right to defer such filing until the Valid Business Reason no longer exists; provided, however, that such filing of the Form S-3 registration statement may be deferred for a period of not more than sixty thirty (6030) days after receipt of the request of the Holder or Holders under this Section 1.5; provided that the Company shall not utilize this right more than once in any twelve (12) month periodbecomes eligible for use of Form S-3; provided, further, that this right and the Company’s right under Section 2.2 may not be exercised by the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv) more than once in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service period of process in effecting such registration, qualification or compliancetwelve (12) consecutive months. (c) 2.3.3 Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered Common as soon as practicable after receipt the Company becomes eligible for use of Form S-3. 2.3.4 The “Plan of Distribution” section of such Form S-3 shall permit all lawful means of disposition of Registrable Common, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, and sales not involving a public offering. 2.3.5 The obligations set forth in this Section 2.3 shall not apply if the Company has a currently effective Automatic Shelf Registration Statement covering all Registrable Common in accordance with Section 2.3.6 and has otherwise complied with its obligations in respect thereof pursuant to this Agreement. 2.3.6 After the registration statement on Form S-3 is declared effective, upon written request by one or more Holders, the Company shall, as promptly as practicable after receiving such request, (a) if it is a Seasoned Issuer or Well-Known Seasoned Issuer, or if such registration statement is an “automatic shelf registration statement” on Form S-3ASR as defined in Rule 405 promulgated under the Act (an “Automatic Shelf Registration Statement”), file a prospectus supplement to include such Holders as selling stockholders in such registration statement or (b) if it is not a Seasoned Issuer or Well-Known Seasoned Issuer, and the Registrable Common requested to be registered represent an anticipated aggregate offering price of more than $5,000,000, file a post-effective amendment to the registration statement to include such Holders in such Shelf Registration and use reasonable best efforts to have such post-effective amendment declared effective as promptly as possible following such request. 2.3.7 Upon the Company becoming a Well-Known Seasoned Issuer, (a) the Company shall give written notice to all of the request or requests Holders as promptly as practicable but in no event later than five (5) days thereafter, and such notice shall describe, in reasonable detail, the basis on which the Company has become a Well-Known Seasoned Issuer, and (b) the Company shall, as promptly as practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the HoldersRegistrable Common held by the Holders in accordance with the terms of this Agreement. The Company shall use its reasonable best efforts to file such Automatic Shelf Registration Statement as promptly as practicable, but in no event later than 15 days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there are no longer any Registrable Common. The Company shall give written notice of filing such registration statement to all of the Holders as promptly as practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if it is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), at least 30 days prior to such Determination Date, the Company shall (i) give written notice thereof to all of the Holders as promptly as practicable but in no event later than 15 days prior to such Determination Date and (ii) if the Company is eligible to file a registration statement on Form S-3 with respect to a secondary public offering of its equity securities, file a registration statement on Form S-3 with respect to a Shelf Registration in accordance with this Section 2.3, and use its reasonable best efforts to have such registration statement declared effective prior to the Determination Date. Any registration pursuant to this Section 2.3.7 shall be deemed a Shelf Registration for purposes of this Agreement.

Form S-3 Registration. If In case the Company shall receive from one a Preferred Holder or more Preferred Holders 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 at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) part of the Registrable Securities owned by such Preferred Holder or Preferred Holders, the Company shallagrees: (a) to promptly 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 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 Preferred Holders’ Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification qualification, or compliance, compliance pursuant to this Section 1.5: 3.4 if (i) if Form S-3 is not available for such offering by the Holders; (ii) the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; 1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder or Holders under this Section 1.5; provided 3.4, provided, however, that the Company shall not utilize this right more than once in any twelve (12) eighteen month period; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv) in any particular jurisdiction in which the Company would be required has effected two (2) registrations on Form S-3 (or its then equivalent) pursuant to qualify to do business this Section 3.4 during such calendar year and such registrations have been declared or to execute a general consent to service ordered effective and the sales of process in effecting Registrable Securities under such registration, qualification or complianceregistration statement have closed. (c) Subject Registrations effected pursuant to the foregoingthis Section 3.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3, 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 Holdersrespectively.

Form S-3 Registration. If the Company shall receive receives a request from one or more Holders a request or requests of the Registrable Securities then outstanding that the Company effect a registration on Form S-3 and any related blue sky or similar qualification or compliance with respect to at least 25% (all or a lesser percentage if the requirements of Section 1.5(b)(i) are met) part of the Registrable Securities owned by such Holder or Initiating Holders, then the Company shall: (a) promptly within ten (10) calendar days after the date such request is given, give notice of the proposed registration, and any related blue sky or similar qualification or compliance, registration to all Holders other Holdersthan the Initiating Holders (the “S-3 Notice”); and (b) cause, as soon as practicable, use its commercially reasonable efforts to effect such registration as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified as are specified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a request given to the Company within fifteen (15) calendar days after receipt of such notice from the CompanyS-3 Notice is given; provided provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, registration pursuant to this Section 1.5: 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 (without regard to Selling Expenses) of less than $500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; 1,000,000; (iii) if the Company shall furnish furnishes to the Holders a certificate signed by the Chief Executive Officer 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 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) calendar days after receipt of the request of the Holder or Initiating Holders under this Section 1.52.3; provided provided, however, that the Company shall not utilize invoke this right more than once in any twelve (12) month period; and provided, further, further that the Company shall not register shares any securities for its own account or that of any other stockholder during such sixty (60) day period, but such prohibition shall not apply period other than pursuant to the registration of Company shares in connection with (x) a merger an Excluded Registration; or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (iv) in any particular jurisdiction in which if the Company would be required has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to qualify to do business this Section 2.3; or to execute (v) during the period ending one hundred eighty (180) calendar days after the effective date of a general consent to service of process in effecting such registration, qualification or complianceregistration made under Section 2.2 hereof. (c) Subject Registrations effected pursuant to the foregoing, the Company this Section 2.3 shall file a not be counted as demands for registration statement covering the Registrable Securities and other securities so requested or registrations effected pursuant to be registered as soon as practicable after receipt of the request or requests of the HoldersSection 2.1.