Common use of Form S-3 Registration Clause in Contracts

Form S-3 Registration. On or after the second anniversary of the Effective Date, if the Company receives from the Holder a written request that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder, the Company will, as soon as practicable, and consistent with the requirements of applicable law, prepare and file with the SEC a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the then outstanding Registrable Securities (the "Shelf Registration"). The Company shall use its commercially reasonable efforts to have such Shelf Registration declared effective as soon as practicable thereafter (with the objective, but not the obligation, of causing the Shelf Registration to be declared effective within sixty (60) days after it has been filed with the SEC) and to keep such Shelf Registration continuously effective under the Securities Act for up to one hundred eighty (180) days; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 6(c): (i) if Form S-3 is not available for such offering by the Holder; (ii) if the Holder proposes to sell Registrable Securities of less than 100,000 shares (as adjusted for stock splits, stock dividends, recapitalizations and the like); (iii) if the Company shall furnish to the Holder a certificate signed by the 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 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 ninety (90) days after receipt of the request of the Holder under this Section 6(c); 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.

Form S-3 Registration. On or after the second anniversary of the Effective Date, if the Company receives from the Holder a written request that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder, the Company will, as soon as practicable, and consistent with the requirements of applicable law, prepare and file with the SEC a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the then outstanding Registrable Securities (the "Shelf Registration"). The Company shall use its commercially reasonable efforts to have (i) file with the Commission as promptly as practicable following the date of this Agreement (but in no event later than 60 days after such date) a registration (“Shelf Registration”) for delayed or continuous offerings of Registrable Securities in market transactions on any appropriate form pursuant to Rule 415 under the Securities Act (or similar rule that may be adopted by the Commission), which form shall be available for the sale of all of the Registrable Securities outstanding on the effective date of the Shelf Registration declared effective as soon as practicable thereafter (in accordance with the objectiveintended methods of distribution thereof, but not the obligation, of causing and (ii) cause the Shelf Registration to be declared effective within sixty (60) days after it has been filed with by the SEC) and Commission as soon thereafter as practicable. The Company agrees to use its commercially reasonable efforts to keep such Shelf Registration continuously effective under (subject to the terms and conditions of this Agreement) and usable for resale of Registrable Securities Act for up until the second anniversary of the date of this Agreement or such shorter period which will terminate at such time as the Holders have sold all the Registrable Securities covered by such Registration Statement or otherwise until there are no longer any Registrable Securities. If and so long as a Shelf Registration is on file and effective (subject to one hundred eighty (180) daysthe terms and conditions of this Agreement), then the Company shall have no obligation to allow participation in a piggyback registration pursuant to Section 2.2; provided, however, that in the event that the Company shall not be obligated fails to effect any such registrationfile, qualification or compliance if filed fails to so maintain the effectiveness of, a Shelf Registration pursuant to this Section 6(c): (i) if Form S-3 is not available for such offering by 2.3, the Holder; (ii) if the Holder proposes to sell Holders of Registrable Securities of less than 100,000 shares (may participate in a piggyback registration as adjusted for stock splits, stock dividends, recapitalizations and the like); (iii) if the Company shall furnish to the Holder a certificate signed by the Chairman of the Board of Directors of the Company stating that provided in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its 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 ninety (90) days after receipt of the request of the Holder under this Section 6(c); 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 compliance2.2.

Form S-3 Registration. On or after the second anniversary Within thirty (30) days of the Effective Date, if the Company receives from shall file with the Holder a written request that the Company effect SEC a registration statement on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder, the Company will, as soon as practicable, and consistent with the requirements then outstanding or thereafter issued upon conversion of applicable law, prepare and file with the SEC a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering all Series A Preferred Stock issued upon exercise of the then outstanding Registrable Securities (the "Shelf Registration"). The Company shall use its commercially reasonable efforts to have such Shelf Registration declared effective as soon as practicable thereafter (with the objective, but not the obligation, of causing the Shelf Registration to be declared effective within sixty (60) days after it has been filed with the SEC) and to keep such Shelf Registration continuously effective under the Securities Act for up to one hundred eighty (180) daysWarrants; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 6(c): (i) if Form S-3 is not available for such offering by the Holder; (ii) if the Holder proposes to sell Registrable Securities of less than 100,000 shares (as adjusted for stock splits, stock dividends, recapitalizations and the like); (iii) if the Company shall furnish to the Holder a certificate signed by the 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 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 ninety (90) days after receipt of the request of the Holder under this Section 6(c); or (iv) 2.2 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. The Company shall use best efforts to have the S-3 Registration Statement declared effective by the SEC within one hundred twenty (120) days of the Effective Date and shall leave such Registration Statement in effect until the second anniversary of the Effective Date, by which time the Company shall use best efforts to have a second S-3 Registration Statement declared effective by the SEC and shall leave such S-3 Registration Statement in effect until the fourth anniversary of the Effective Date. The Company's obligations to keep any S-3 Registration Statement effective shall cease as to any shares that become saleable under Rule 144(k) promulgated under the Securities Act. If for any reason either registration statement is suspended, the Company shall use best efforts to cause such registration statement to become effective again at the earliest possible date following the request of any of the Investors. In the event the that the S-3 Registration Statement is not declared effective by the SEC within one hundred twenty (120) days of the Effective Date, as relief for the damages to the Holders by reason of any such delay in or reduction of their ability to sell any of their Registrable Securities (which remedy shall not be exclusive of any other remedies available at law and in equity), the Company shall pay to the Holders on a pro rata basis relative to the number of Registrable Securities held by each Holder an aggregate amount in cash equal to fifty thousand dollars ($50,000) and an additional fifty thousand dollars ($50,000) for each of the following full months that elapse thereafter during which the S-3 Registration Statement declared is not declared effective by the SEC, provided that in no event shall all such payments pursuant to this paragraph exceed two hundred fifty thousand dollars ($250,000). Such payment shall be paid on the last day of the calendar month after which such payment is incurred. The Company shall pay all expenses incurred in connection with the registrations required pursuant to this Section 2.2, including without limitation all filing, registration and qualification, printers' and accounting fees and the reasonable fees and disbursements of one (1) counsel for each Asia Pacific, Vertex and any other selling Holders (not to exceed $15,000), which may be counsel for the Company, and counsel for the Company (but excluding underwriters' discounts and commissions). Each Holder participating in the registration pursuant to this Section 2.2 shall bear such Holder's proportionate share (based on the number of shares sold by such Holder over the total number of shares included in such registration at the time it goes effective) of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering.

Form S-3 Registration. On or after Subject always to the second anniversary of the Effective Date, if the Company receives from the Holder a written request that the Company effect a registration on Form S-3 terms and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holderlimitations set forth in this Agreement, the Company willPurchaser will file as promptly as possible after it is eligible to do so (and in no event later than 5 November, as soon as practicable, and consistent with the requirements of applicable law, prepare and file with the SEC 2000) a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the then outstanding Registrable Securities (the "Shelf RegistrationRegistration Statement"). The Company ) covering 100% of the Shares comprising the Consideration Stock (less any shares registered pursuant to said piggy back registration rights set forth in clause 5.1 above) of the shares of the Consideration Stock and thereafter shall use its commercially reasonable best efforts to have such cause the Shelf Registration Statement to be declared effective as soon as practicable thereafter (with the objective, but not the obligation, of causing the Shelf Registration to be declared effective within sixty (60) days after it has been filed with the SEC) following such filing and to keep maintain such Shelf Registration continuously effective under effectiveness until the Securities Act for up to one hundred eighty (180) daysyear anniversary of the date hereof; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 6(c): (i) if Form S-3 is not available for such offering by the Holder; (ii) if the Holder proposes to sell Registrable Securities of less than 100,000 shares (as adjusted for stock splits, stock dividends, recapitalizations and the like); (iii) if the Company shall furnish to the Holder a certificate signed by the 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 shareholders for such Form S-3 Registration to be effected at such time, in which event the Company Purchaser shall have the right to defer prohibit the filing sale of shares of the Form S-3 registration statement Consideration Stock pursuant to the Shelf Registration Statement, upon notice to the Shareholders (A) if in the opinion of counsel for a the Purchaser, the Purchaser would thereby be required to disclose information not otherwise then required by law to be publicly disclosed, provided that the Purchaser shall use its best efforts to minimize the period of not more than ninety time in which it shall prohibit the sale of any shares of its common stock pursuant to this clause (90) A), which shall in no event exceed 45 days after receipt of the request of the Holder under this Section 6(c)in any one-year period; or (ivB) in any particular jurisdiction during the period starting with the date 10 days prior to the Purchaser's estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration in which the Company would Shareholders are entitled to participate in accordance with clause 5 hereof, or such longer post-effective periods as may be reasonably required by the underwriter or underwriters if such offering is underwritten. Subject to qualify the terms of this Agreement if the Purchaser is not eligible to do business or file an S-3 Registration Statement by November 5, 2000, the Shareholders may require the Purchaser to execute a general consent file an S-1 Registration Statement to service register 100% of process in effecting such registration, qualification or compliancethe Consideration Stock which has not already been registered.

Form S-3 Registration. On or after the second anniversary of the Effective Date, if the Company receives from the Holder Following a written request that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part by Holders representing more than 50% of the Registrable Securities owned by such Holderdelivered not sooner than six months after the date hereof, the Company will, as soon as practicable, and consistent with the requirements of applicable law, prepare and file with the SEC a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the then outstanding Registrable Securities (the "Shelf Registration"). The Company shall use its commercially reasonable efforts to have (i) file with the Commission as promptly as practicable following the date of this Agreement (but in no event later than 90 days after the date of such request) a registration (“Shelf Registration”) for delayed or continuous offerings of Registrable Securities in market transactions on Form S-3 pursuant to Rule 415 under the Securities Act (or similar rule that may be adopted by the Commission), so long as such form shall be available for the sale of all of the Registrable Securities outstanding on the effective date of the Shelf Registration declared effective as soon as practicable thereafter (in accordance with the objectiveintended methods of distribution thereof, but not the obligation, of causing and (ii) cause the Shelf Registration to be declared effective within sixty (60) days after it has been filed with by the SEC) and Commission as soon thereafter as practicable. The Company agrees to use its commercially reasonable efforts to keep such Shelf Registration continuously effective under (subject to the terms and conditions of this Agreement) and usable for resale of Registrable Securities Act for up until the second anniversary of the date of this Agreement or such shorter period which will terminate at such time as the Holders have sold all the Registrable Securities covered by such Registration Statement or otherwise until there are no longer any Registrable Securities. If and so long as a Shelf Registration is on file and effective (subject to one hundred eighty (180) daysthe terms and conditions of this Agreement), then the Company shall have no obligation to allow participation in a piggyback registration pursuant to Section 2.2; provided, however, that in the event that the Company shall not be obligated fails to effect any such registrationfile, qualification or compliance if filed fails to so maintain the effectiveness of, a Shelf Registration pursuant to this Section 6(c): (i) if Form S-3 is not available for such offering by 2.3, the Holder; (ii) if the Holder proposes to sell Holders of Registrable Securities of less than 100,000 shares (may participate in a piggyback registration as adjusted for stock splits, stock dividends, recapitalizations and the like); (iii) if the Company shall furnish to the Holder a certificate signed by the Chairman of the Board of Directors of the Company stating that provided in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its 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 ninety (90) days after receipt of the request of the Holder under this Section 6(c); 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 compliance2.2.

Form S-3 Registration. On or after the second anniversary of the Effective Date, if If the Company receives is eligible to use Form S-3 under the Securities Act (or any similar successor form) and shall receive from a Purchaser and/or its permitted transferees (the Holder "S-3 Initiating Holders") a written request or requests that the Company effect a registration on such Form S-3 S-3, including without limitation, pursuant to Rule 415 of the Securities Act and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by the S-3 Initiating Holders and its permitted transferees (provided, that the S-3 Initiating Holders registering Registrable Securities in such Holderregistration (together with all other holders of Registrable Securities to be included in such registration) propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of no less than the lesser of $500,000 or the remaining Registrable Securities), the Company willshall (i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Registrable Securities; and (ii) as soon as practicable, use reasonable best efforts to file and consistent with effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the requirements sale and distribution of applicable law, prepare and file with the SEC a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering all or such portion of the then outstanding Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder in the group of holders joining in such request as is specified in a written request given within fifteen (the "Shelf Registration"). The Company shall use its commercially reasonable efforts to have such Shelf Registration declared effective as soon as practicable thereafter (with the objective, but not the obligation, of causing the Shelf Registration to be declared effective within sixty (6015) days after it has been filed with the SEC) and to keep holder's receipt of such Shelf Registration continuously effective under written notice from the Securities Act for up to one hundred eighty (180) days; provided, however, that the Company shall not be obligated to effect Company. No registration requested by any such registration, qualification or compliance S-3 Initiating Holders pursuant to this Section 6(c): (i) if Form S-3 is not available for such offering by the Holder; (ii) if the Holder proposes 1.3 shall be deemed a registration pursuant to sell Registrable Securities of less than 100,000 shares (as adjusted for stock splits, stock dividends, recapitalizations and the like); (iii) if the Company shall furnish to the Holder a certificate signed by the 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 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 ninety (90) days after receipt of the request of the Holder under this Section 6(c); 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 compliance1.1.

Form S-3 Registration. On or after the second anniversary of the Effective Date, if In case the Company receives shall receive from the Holder one or more Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such HolderHolder or Holders, the Company willshall: promptly give written notice of the proposed registration to all other Holders; and use its best efforts to effect, as soon as practicable, such registration as may be so requested and consistent as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with the requirements of applicable law, prepare and file with the SEC a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering all or such portion of the then outstanding Registrable Securities (the "Shelf Registration"). The Company shall use its commercially reasonable efforts to have of any other Holders joining in such Shelf Registration declared effective request as soon as practicable thereafter (with the objective, but not the obligation, of causing the Shelf Registration to be declared effective are specified in a written request given within sixty (60) 20 days after it has been filed with receipt of such written notice from the SEC) and to keep such Shelf Registration continuously effective under the Securities Act for up to one hundred eighty (180) daysCompany; provided, however, that the Company shall not be obligated to effect any such registration, registration or qualification or compliance pursuant to this Section 6(c): (i) 2.4: if Form S-3 is not available for such offering by the HolderHolder or Holders; (ii) if the Holder proposes anticipated aggregate offering price to sell Registrable Securities the public (net of any underwriters’ discounts or commissions) is less than 100,000 shares (as adjusted for stock splits$1,000,000; during the period starting with the date of the filing of, stock dividendsand ending on a date 120 days following the effective date of, recapitalizations and a Company-initiated registration subject to Section 2.3 above, provided that the like)Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) or if the Company shall furnish has, within the 12-month period preceding the date of such request, already effected one registration on Form S-3 for the Holders pursuant to this Section 2.4. Subject to the Holder a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Companyforegoing, it would be seriously detrimental to the Company and its 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 file a registration statement on Form S-3 registration statement for a period of not more than ninety (90) days covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holder Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as requests for registration effected pursuant to Section 2.2 or 2.3, respectively. Obligations of the Company. Whenever required under this Section 6(c); or (iv) in Article II to effect any particular jurisdiction in which registration, the Company would shall, as expeditiously as reasonably possible: prepare and file with the SEC a registration statement and use its best efforts to cause such registration statement to become effective, and keep such registration statement effective for a period of 120 days or, if earlier, until the distribution contemplated in such registration statement has been completed; prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement; furnish to the Selling Stockholders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of securities owned by them; use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Selling Stockholders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to execute file a general consent to service of process in effecting any such states or jurisdictions; before filing the registration statement or any amendments or supplements thereto, furnish the Selling Stockholders with copies of all documents proposed to be filed, and afford counsel to the Selling Stockholders a reasonable opportunity to review and comment upon such documents; in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form (including representations, warranties and indemnitees of the Company for the benefit of the underwriters and the Selling Stockholders), with the underwriter or underwriters of such offering; cause the securities covered by such registration statement to be listed on each securities exchange or over-the-counter market on which the Company’s securities of the same class and series are then listed, or, if no such securities are then listed, the securities exchange or over-the-counter market as the Company and the Holders of a majority of the Registrable Securities may mutually agree; notify each Selling Stockholder covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and use its best efforts to furnish to the underwriters, on the date that securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of counsel representing the Company for the purposes of such registration, qualification or compliancein form and substance as is customarily given to underwriters in an underwritten public offering, and (ii) a letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering. Information by Holder. Any Selling Stockholder holding securities included in any registration effected under this Article II shall promptly furnish to the Company such information regarding itself, the securities to be sold by it, and the intended method of disposition of such securities as shall be required to effect the registration of such stockholder’s securities.

Form S-3 Registration. On or 6.1 Request for a Form S-3 Registration. At any time commencing after the second anniversary of the Effective Datedate hereof, if the Company receives shall receive from one or more Designated Holders (the Holder "S-3 Initiating Holders") a written request that the Company effect a registration register, under the Securities Act on Form S-3 and (or any related qualification or compliance with respect to successor form then in effect) (an "S-3 Registration"), all or a part portion of the Registrable Securities owned by such HolderS-3 Initiating Holders, the Company will, shall give written notice of such request to all of the Designated Holders (other than the S-3 Initiating Holders) as soon far in advance as practicablepracticable (but not less than ten (10) Business Days) before the anticipated filing date of such Form S-3, and consistent with such notice shall describe the requirements proposed registration and offer such Designated Holders the opportunity to register the number of applicable lawRegistrable Securities as each such Designated Holder may request in writing to the Company, prepare and file with given within ten (10) days after their receipt from the SEC a registration statement on Form Company of the written notice of such registration. If requested by the S-3 Initiating Holders, such S-3 Registration shall be for an offering to be made on a continuous basis pursuant to Rule 415 covering all under the Securities Act. With respect to each S-3 Registration, the Company shall, subject to Section 6.2, (i) include in such offering the Registrable Securities of the then outstanding S-3 Initiating Holders and the Designated Holders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein and (the "Shelf Registration"). The Company shall ii) use its commercially reasonable best efforts to have cause such Shelf Registration declared registration pursuant to this Section 6.1 to become and remain effective as soon as practicable thereafter (practicable. The Company's obligations in this Article VI with respect to each requested S-3 Registration are subject to the objective, but not the obligation, of causing the Shelf Registration to be declared effective within sixty (60) days after it has been filed with the SEC) and to keep such Shelf Registration continuously effective under the Securities Act for up to one hundred eighty (180) days; provided, however, conditions that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 6(c): (i) if Form the reasonably anticipated aggregate price to the public of the Registrable Securities requested for inclusion in such S-3 is not available for such offering by the Holder; Registration shall equal or exceed $5,000,000 and (ii) if the Holder proposes to sell Registrable Securities of less than 100,000 shares (as adjusted for stock splits, stock dividends, recapitalizations and the like); (iii) if the Company shall furnish is a registrant entitled to the Holder a certificate signed by the 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 shareholders for such use Form S-3 Registration or a successor thereto to be effected at such time, in which event register the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder under this Section 6(c); 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 compliancesecurities.

Form S-3 Registration. On or after the second anniversary of the Effective Date, if the The Company receives from the Holder a written request that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder, the Company will, as soon as practicable, and consistent with the requirements of applicable law, prepare and shall (X) file with the SEC a registration statement on Form S-3 covering the Registrable Securities within 7 calendar days of the Closing (except that if the Company is not then eligible to register for an offering resale the Registrable Securities on Form S-3, then within 20 calendar days of notice of same from the SEC the Company shall file a registration statement on Form S-1 covering the Registrable Securities) (the “Registration Statement”) and (Y) cause the Registration Statement to be made on a continuous basis pursuant to Rule 415 covering all of the then outstanding Registrable Securities (the "Shelf Registration"). The Company shall use its commercially reasonable efforts to have such Shelf Registration declared effective as soon as practicable thereafter possible following the filing (with and in any event within 120 calendar days following the objectivedate of such filing; provided, but not however, that in the obligationevent the SEC determines to review the Registration Statement, of causing then to cause the Shelf Registration Statement to be declared effective within sixty (60) 10 business days after it has been filed receiving notice from the SEC that the Registration Statement will not be subject to further review (the “Effectiveness Deadline”)). All expenses incurred in connection with a registration pursuant to this Section 1.2, including (without limitation) all registration, filing, qualification, printer, legal and accounting fees shall be borne by the SEC) and Company. The Company shall not be required to keep such Shelf pay any selling expenses of the Stockholder, including any underwriters’ or brokers’ fees, discounts or commissions relating to the Registrable Securities, or the fees or expenses of separate counsel to the Stockholder. The Company may include in the Registration continuously effective under Statement other shares of Common Stock of the Securities Act for Company up to one hundred eighty a maximum of 5,000,000 additional shares (180for a maximum total of 7,500,000 shares) daysas it determines in its sole discretion; provided, however, that the Company inclusion of such other securities shall not be obligated to effect in any such registration, qualification or compliance pursuant to this Section 6(c): (i) if Form S-3 is not available for such offering way limit the number of shares registered under the Registration Statement by the Holder; (ii) if Stockholder or modify the Holder proposes to sell Registrable Securities of less than 100,000 shares (as adjusted for stock splits, stock dividends, recapitalizations and the like); (iii) if the Company shall furnish Company’s obligations to the Holder a certificate signed Stockholder hereunder. The Company will use its best effort to respond to all requests or comments by the Chairman SEC not later than the earlier 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 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 ninety (90) date due or 10 business days after from receipt of the request of the Holder under this Section 6(c); 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 compliancerequest.

Form S-3 Registration. On or after After the second anniversary first public offering of its securities registered under the Effective Date, if the Company receives from the Holder a written request that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such HolderAct, the Company will, as soon as practicable, shall use its best efforts to qualify and consistent with the requirements of applicable law, prepare and file with the SEC remain qualified to register Registrable Securities pursuant to a registration statement on Form S-3 for (or any successor form) under the Securities Act. A Holder of Registrable Securities anticipated to have an offering aggregate sale price (net underwriting discounts and commissions, if any) in excess of $500,000 shall have the right to require the Company to file registration statements, including a shelf registration statement, and if the Company is a “well known seasoned issuer”, an automatic shelf registration statement, on Form S-3 or any successor form under the Securities Act covering all or any part of their and their affiliates’ Registrable Securities, by delivering a written request therefor to the Company. Such request shall state the number of shares of Registrable Securities to be made on disposed of and the intended method of disposition of such shares by such Holder or Holders. The Company shall give notice to all other Holders of Registrable Securities of the receipt of a continuous basis request for registration pursuant to Rule 415 covering all this Section 2.4 and such Holders of the then outstanding Registrable Securities shall then have thirty (30) days to notify the "Shelf Registration")Company in writing of their desire to participate in the registration. The Company shall use its commercially reasonable best efforts to have effect promptly the registration statement registering all shares on Form S-3 (or a comparable successor form) to the extent requested by such Shelf Registration declared effective as soon as practicable thereafter (with the objective, but not the obligation, of causing the Shelf Registration to be declared effective within sixty (60) days after it has been filed with the SEC) and Holders. The Company shall use its best efforts to keep such Shelf Registration continuously registration statement effective under until the Securities Act for up earlier of 90 days or until such Holders have completed the distribution described in such registration statement. Notwithstanding the foregoing, to one hundred eighty (180) days; provided, however, the extent that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 6(c): (i) if registration on Form S-3 is not available for such offering by the Holder; (ii) if the to a Holder proposes to sell Registrable Securities of less than 100,000 shares (as adjusted for stock splitsthat has requested registration under this Section 2.4, stock dividends, recapitalizations and the like); (iii) if the Company shall furnish use commercially reasonable efforts to the Holder a certificate signed by the 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 shareholders for effect such registration on Form S-3 Registration to be effected at such time, in which event the S-1. The Company shall have the right not be required to defer the filing of the Form S-3 registration statement for a period of not effect more than ninety two (902) days after receipt of the request of the Holder registrations under this Section 6(c); or (iv) 2.4 in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancetwelve (12) month period.

Form S-3 Registration. On or At any time after six months after the second anniversary of the Effective Closing Date, if the Company receives from registration of Registrable Securities under the Holder a written request that the Company effect a registration Securities Act can be effected on Form S-3 and (or any related qualification or compliance with respect successor short-form registration promulgated by the SEC), subject to all or a part the provisions of the Registrable Securities owned by such Holderthis Section 9.2, the Company will, as soon as practicableupon written demand of the Investor, and consistent with the requirements of applicable law, prepare and promptly file with the SEC a registration statement under the Securities Act on Form S-3, including a Form S-3 for shelf registration (each an offering to be made on a continuous basis pursuant to Rule 415 covering all of the then outstanding Registrable Securities (the "Initial Shelf Registration"), of all or such portion of the Registrable Securities as the Investor (or other Holder(s)) shall specify by written notice given to the Company; provided, however, that the market value of the Registrable Securities to be included in any such registration shall be estimated to be at least $1,000,000 at the time of filing of such registration statement, and provided further that the Company shall not be required to effect more than three such registrations pursuant to this Section 9.2. The Company shall use its commercially reasonable efforts to have such Shelf Registration declared effective as soon as practicable thereafter (with the objective, but not the obligation, of causing the cause each Shelf Registration to be declared effective within sixty under the Securities Act as soon as practicable after filing (60) days after it has been filed with the SEC"Effectiveness Date") and to shall keep such each Initial Shelf Registration continuously effective under the Securities Act during the period (the "Effectiveness Period") ending upon the earlier to occur of (i) the sale of all Registrable Securities covered by such Initial Shelf Registration or any Subsequent Shelf Registration (as defined herein) in the manner set forth and as contemplated in such Initial Shelf Registration, (ii) the Investor's ability to sell all Registrable Securities cover by such Initial Shelf Registration, without volume limitation, under Rule 144(k) of the Securities Act and (iii) two years from the Effectiveness Date for up such Initial Shelf Registration. Thereafter, the Company shall be entitled to one hundred eighty withdraw the Initial Shelf Registration and the Holders shall have no further right to offer or sell any of the Registrable Shares pursuant to such Shelf Registration Statement (180) days; providedor any prospectus relating thereto). In addition, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 6(c): (i) if Form S-3 is not available for such provide the Investor with an underwritten public offering by the Holder; (ii) if the Holder proposes to sell Registrable Securities of less than 100,000 shares (as adjusted for stock splits, stock dividends, recapitalizations and the like); (iii) if the Company shall furnish to the Holder a certificate signed by the 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 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 ninety (90) days after receipt of the request of the Holder under this Section 6(c); 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 complianceRegistrable Shares.

Form S-3 Registration. On (a) Request for a Form S-3 Registration. Upon the Company ----------------------------------- becoming eligible for use of Form S-3 (or after any successor form thereto) under the second anniversary Securities Act in connection with a public offering of its securities, in the event that the Company shall receive from one or more of the Effective DateStockholders (the "S-3 Initiating Holders"), if the Company receives from the Holder a written request that the Company effect a registration register, under ---------------------- the Securities Act on Form S-3 and (or any related qualification or compliance with respect to successor form then in effect) (an "S-3 --- Registration"), all or a part portion of the Registrable Securities owned by such HolderS-3 ------------ Initiating Holders, the Company willshall 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 and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request in writing to the Company, given within fifteen (15) days after their receipt from the Company of the written notice of such registration. With respect to each S-3 Registration, the Company shall, subject to Section 5(b), (i) include in such offering the Registrable Securities of the S-3 Initiating Holders, and (ii) use its reasonable best efforts to (x) cause such registration pursuant to this Section 5(a) to become and remain effective as soon as practicable, and consistent with the requirements of applicable law, prepare and file with the SEC a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the then outstanding Registrable Securities but in any event not later than forty-five (the "Shelf Registration"). The Company shall use its commercially reasonable efforts to have such Shelf Registration declared effective as soon as practicable thereafter (with the objective, but not the obligation, of causing the Shelf Registration to be declared effective within sixty (6045) days after it has been filed with the SECreceives a request therefor and (y) and to keep such Shelf Registration continuously effective under the Securities Act for up to one hundred eighty (180) days; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 6(c): (i) if Form S-3 is not available for include in such offering by the Holder; (ii) if the Holder proposes to sell Registrable Securities of less the Designated Holders (other than 100,000 shares (as adjusted for stock splits, stock dividends, recapitalizations and the like); (iii) if the Company shall furnish to the Holder a certificate signed by the 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 shareholders for such Form S-3 Initiating Holders which have requested an 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 ninety (90) days after receipt of the request of the Holder under this Section 6(c5(a); or ) who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein. Each S-3 Registration shall remain continuously effective for the lesser of (ivA) the period during which all Registrable Securities registered 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 registrationregistration are sold, qualification or complianceand (B) 90 days.

Form S-3 Registration. On (a) Requests for Registration on Form S-3. The Company shall use its reasonable good faith efforts to qualify to register securities on Form S-3 (or any successor to such form). After the Company has qualified for the use of Form S-3 but in any event no earlier than two (2) years after the second anniversary initial Public Offering of the Effective DateCompany, in addition to and not in limitation of the rights contained in the foregoing provisions of this Agreement, any holder of at least 10% of the Registrable Securities shall have the right to request the registration of any such Registrable Securities on Form S-3; provided, that if at the time of a request for registration, the Board of Directors of the Company receives determines in good faith, in the exercise of its fiduciary duty, that it would be detrimental to the Company to effect such registration at such time, the Company may postpone its obligation hereunder to effect such registration for a single period not to exceed six (6) months from the Holder date of such request. All such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such holder or holders; provided, that the Company shall not be required to effect a registration pursuant to this Section 5(a) unless (i) the holders of Registrable Securities requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deducting underwriting discounts and expenses of sale) of at least $4,000,000 and (ii) 74 the number of shares to be so registered for all such holders constitute at least 33 1/3% of the outstanding Registrable Securities at such date. In case the Company shall receive from a holder of Registrable Securities a written request that the Company effect a registration on Form S-3 and any related qualification or compliance with respect pursuant to this Section 5(a), the Company shall (i) promptly give written notice of the proposed registration to all or a part other holders of Registrable Securities and (ii) use its reasonable good faith efforts to effect as quickly as is reasonably practicable the registration of the Registrable Securities owned by specified in such Holderrequest, the Company will, as soon as practicable, and consistent together with the requirements of applicable law, prepare and file with the SEC a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the then outstanding Registrable Securities (the "Shelf Registration"). The Company shall use its commercially reasonable efforts to have of any other holder or holders joining in such Shelf Registration declared effective request as soon as practicable thereafter (with the objective, but not the obligation, of causing the Shelf Registration to be declared effective are specified in a written request given within sixty (60) 20 days after it has been filed with receipt of such written notice from the SEC) and to keep such Shelf Registration continuously effective under the Securities Act for up to one hundred eighty (180) days; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance Company. Registrations effected pursuant to this Section 6(c): (i) if Form S-3 is 5 shall not available be counted as a Demand Registration for such offering by the Holder; (ii) if the Holder proposes to sell Registrable Securities purposes of less than 100,000 shares (as adjusted for stock splits, stock dividends, recapitalizations and the like); (iii) if the Company shall furnish to the Holder a certificate signed by the 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 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 ninety (90) days after receipt of the request of the Holder under this Section 6(c); 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 compliance3.

Form S-3 Registration. On (a) Request for a Form S-3 Registration. Upon the Company becoming eligible for use of Form S-3 (or after any successor form thereto) under the second anniversary Securities Act in connection with a public offering of its securities, in the event that the Company shall receive from one or more of the Effective DateGeneral Atlantic Stockholders (the “S-3 Initiating Holders”), if the Company receives from the Holder a written request that the Company effect a registration register, under the Securities Act on Form S-3 and (or any related qualification or compliance with respect to successor form then in effect) (an “S-3 Registration”), all or a part portion of the Registrable Securities owned by such HolderS-3 Initiating Holders, the Company will, as soon as practicableshall 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 10 days before the anticipated filing date of such Form S-3, and consistent with such notice shall describe the requirements proposed registration and offer such Designated Holders the opportunity to register the number of applicable lawRegistrable Securities as each such Designated Holder may request in writing to the Company, prepare and file with given within 5 days after their receipt from the SEC a registration statement on Form Company of the written notice of such registration. If requested by the S-3 Initiating Holders, such S-3 Registration shall be for an offering to be made on a continuous basis pursuant to Rule 415 covering all under the Securities Act. With respect to each S-3 Registration, the Company shall, subject to Section 5(b), (i) include in such offering the Registrable Securities of the then outstanding Registrable Securities S-3 Initiating Holders and (the "Shelf Registration"). The Company shall ii) use its commercially reasonable best efforts to have (x) cause such Shelf Registration declared registration pursuant to this Section 5(a) to become and remain effective as soon as practicable thereafter (with the objectivepracticable, but in any event not the obligation, of causing the Shelf Registration to be declared effective within sixty (60) later than 45 days after it has been filed with the SECreceives a request therefor and (y) and to keep such Shelf Registration continuously effective under the Securities Act for up to one hundred eighty (180) days; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 6(c): (i) if Form S-3 is not available for include in such offering by the Holder; (ii) if the Holder proposes to sell Registrable Securities of less the Designated Holders (other than 100,000 shares (as adjusted for stock splits, stock dividends, recapitalizations and the like); (iii) if the Company shall furnish to the Holder a certificate signed by the 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 shareholders for such Form S-3 Initiating Holders which have requested an 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 ninety (90) days after receipt of the request of the Holder under this Section 6(c5(a); or (iv) who have requested in any particular jurisdiction writing to participate in which such registration on the Company would be required to qualify to do business or to execute a general consent to service same terms and conditions as the Registrable Securities of process in effecting such registration, qualification or compliancethe S-3 Initiating Holders included therein.

Form S-3 Registration. On or As soon as reasonably practicable after the second anniversary of the Effective Datedate hereof (currently anticipated to be approximately 45 days), if the Company receives from shall file with the Holder a written request that the Company effect a registration SEC one or more Registration Statements on Form S-3 and any related qualification (or compliance with respect to all or a part other similar form) covering the continuous sale of the Registrable Securities pursuant to Rule 415 under the Securities Act or any successor thereto (each, a “Shelf Registration Statement”), in the manner specified therein. The Company shall use all reasonable efforts to cause each Shelf Registration Statement to be declared effective by the SEC as soon as reasonably practicable after its filing with the SEC, and to remain effective until the earlier of (x) such time as all of the Registrable Securities are sold pursuant to such Shelf Registration Statement or (y) each Holder is able to sell within any 90-day period all Registrable Securities owned by such HolderHolder pursuant to SEC Rules as then in effect, including Rule 144 und er the Securities Act, or any successor thereto (“SEC Rule 144”) (the “Effective Period”); provided that in the event that Company willdetermines in good faith that, because it has under consideration a significant (as soon as practicable, and consistent with defined under Regulation S-X of the requirements SEC) acquisition or disposition or other material transaction or corporate event that has not been publicly disclosed or that it is in the process of applicable law, prepare and file preparing for filing with the SEC a registration statement Current Report on Form S-3 for an offering 8-K or other form, a Shelf Registration Statement may contain a material misstatement or omission, Parent may cause such Shelf Registration Statement to not be made on a continuous basis pursuant to Rule 415 covering all of used during the then outstanding Registrable Securities (the "Shelf Registration")period in question. The Company shall agrees it will use its commercially reasonable best efforts to have ensure that such Shelf Registration declared effective as soon as practicable thereafter (with deferral will be for the objectiveshortest period of time reasonably required not exceeding, but not the obligation, of causing the Shelf Registration to be declared effective within sixty (60) days after it has been filed with the SEC) and to keep such Shelf Registration continuously effective under the Securities Act for up to one hundred eighty (180) days; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 6(c): (i) if Form S-3 is not available for such offering by the Holder; (ii) if the Holder proposes to sell Registrable Securities of less than 100,000 shares (as adjusted for stock splits, stock dividends, recapitalizations and the like); (iii) if the Company shall furnish to the Holder a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Companyaggregate, it would be seriously detrimental to the Company and its 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 ninety (90) 90 days after receipt of the request of the Holder under this Section 6(c); 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 compliance12-month period.

Form S-3 Registration. On or 6.1 Request for a Form S-3 Registration. At any time after the second anniversary of date hereof that the Effective DateShelf Registration Statement is not effective, if in the event that the Company receives shall receive from one or more Investors (the Holder "S-3 Initiating Holders") a written request that the Company effect a registration register, under the Securities Act on Form S-3 and (or any related qualification or compliance with respect to successor form then in effect) (an "S-3 Registration"), all or a part portion of the Registrable Securities owned by such HolderS-3 Initiating Holders, the Company will, shall give written notice of such request to all of the Designated Holders (other than the S-3 Initiating Holders who have requested an S-3 Registration under this Section 6.1) as soon far in advance as practicablepracticable (but not less than ten (10) Business Days) before the anticipated filing date of such Form S-3, and consistent with such notice shall describe the requirements proposed registration and offer such Designated Holders the opportunity to register the number of applicable lawRegistrable Securities as each such Designated Holder may request in writing to the Company, prepare and file with given within ten (10) days after their receipt from the SEC a registration statement on Form Company of the written notice of such registration. If requested by the S-3 Initiating Holders such S-3 Registration shall be for an offering to be made on a continuous basis pursuant to Rule 415 covering all 415, under the Securities Act. With respect to each S-3 Registration, the Company shall, subject to Section 6.2, (i) include in such offering the Registrable Securities of the then outstanding S-3 Initiating Holders and the Designated Holders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein and (the "Shelf Registration"). The Company shall ii) use its commercially reasonable best efforts to have cause such Shelf Registration declared registration pursuant to this Section 6.1 to become and remain effective as soon as practicable thereafter (with the objectivepracticable, but in any event not the obligation, of causing the Shelf Registration to be declared effective within sixty later than forty-five (6045) days after it has been filed receives a request therefor. The Company's obligations in this Article VI with respect to each requested S-3 Registration are subject to the SEC) and to keep such Shelf Registration continuously effective under the Securities Act for up to one hundred eighty (180) days; provided, however, conditions that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 6(c): (i) if Form the reasonably anticipated aggregate price to the public of the Registrable Securities requested for inclusion in such S-3 is not available for such offering by the Holder; Registration shall equal or exceed $1,000,000 and (ii) if the Holder proposes to sell Registrable Securities of less than 100,000 shares (as adjusted for stock splits, stock dividends, recapitalizations and the like); (iii) if the Company shall furnish is a registrant entitled to the Holder a certificate signed by the 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 shareholders for such use Form S-3 Registration or a successor thereto to be effected at such time, in which event register the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder under this Section 6(c); 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 compliancesecurities.

Form S-3 Registration. On or As soon as reasonably practicable after the second anniversary of the Effective DateClosing (currently anticipated to be approximately 45 days), if the Company receives from shall file with the Holder SEC a written request that the Company effect a registration Registration Statement on Form S-3 and any related qualification (or compliance with respect to all or a part other similar form) covering the continuous sale of the Registrable Securities pursuant to Rule 415 under the Securities Act or any successor thereto (the "SHELF REGISTRATION STATEMENT"), in the manner specified therein. The Company shall use all reasonable efforts to cause the Shelf Registration Statement to be declared effective by the SEC as soon as reasonably practicable after its filing with the SEC, and to remain effective until the earlier of (x) such time as all of the Registrable Securities are sold pursuant to the Shelf Registration Statement or (y) each Holder is able to sell within any 90-day period all Registrable Securities owned by such HolderHolder pursuant to SEC Rules as then in effect, including Rule 144 under the Securities Act, or any successor thereto ("SEC RULE 144") (the "EFFECTIVE PERIOD"); provided that in the event that Company willdetermines in good faith that, because it has under consideration a significant (as soon as practicable, and consistent with defined under Regulation S-X of the requirements SEC) acquisition or disposition or other material transaction or corporate event that has not been publicly disclosed or that it is in the process of applicable law, prepare and file preparing for filing with the SEC a registration statement Current Report on Form S-3 for an offering 8-K or other form, the Shelf Registration Statement may contain a material misstatement or omission, Parent may cause the Shelf Registration Statement to not be made on a continuous basis pursuant to Rule 415 covering all of used during the then outstanding Registrable Securities (the "Shelf Registration")period in question. The Company shall agrees it will use its commercially reasonable best efforts to have ensure that such Shelf Registration declared effective as soon as practicable thereafter (with deferral will be for the objectiveshortest period of time reasonably required not exceeding, but not in the obligationaggregate, of causing 90 days in any 12-month period. In the event the Shelf Registration to be Statement has not been declared effective by the SEC within sixty (60) 120 days after it the Closing, the dividend rate on the Series A Preferred Stock shall increase in accordance with Section 1 of the Certificate of Designations until the Shelf Registration Statement has been filed with the SEC) and to keep such Shelf Registration continuously effective under the Securities Act for up to one hundred eighty (180) days; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 6(c): (i) if Form S-3 is not available for such offering by the Holder; (ii) if the Holder proposes to sell Registrable Securities of less than 100,000 shares (as adjusted for stock splits, stock dividends, recapitalizations and the like); (iii) if the Company shall furnish to the Holder a certificate signed by the 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 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 ninety (90) days after receipt of the request of the Holder under this Section 6(c); 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 compliancedeclared effective.

Form S-3 Registration. On or 6.1 REQUEST FOR A FORM S-3 REGISTRATION. At any time after the second anniversary of date hereof that the Effective DateShelf Registration Statement is not effective, if in the event that the Company receives shall receive from one or more Investors (the Holder "S-3 INITIATING HOLDERS") a written request that the Company effect a registration register, under the Securities Act on Form S-3 and (or any related qualification or compliance with respect to successor form then in effect) (an "S-3 REGISTRATION"), all or a part portion of the Registrable Securities owned by such HolderS-3 Initiating Holders, the Company will, shall give written notice of such request to all of the Designated Holders (other than the S-3 Initiating Holders who have requested an S-3 Registration under this Section 6.1) as soon far in advance as practicablepracticable (but not less than ten (10) Business Days) before the anticipated filing date of such Form S-3, and consistent with such notice shall describe the requirements proposed registration and offer such Designated Holders the opportunity to register the number of applicable lawRegistrable Securities as each such Designated Holder may request in writing to the Company, prepare and file with given within ten (10) days after their receipt from the SEC a registration statement on Form Company of the written notice of such registration. If requested by the S-3 Initiating Holders such S-3 Registration shall be for an offering to be made on a continuous basis pursuant to Rule 415 covering all 415, under the Securities Act. With respect to each S-3 Registration, the Company shall, subject to Section 6.2, (i) include in such offering the Registrable Securities of the then outstanding S-3 Initiating Holders and the Designated Holders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein and (the "Shelf Registration"). The Company shall ii) use its commercially reasonable best efforts to have cause such Shelf Registration declared registration pursuant to this Section 6.1 to become and remain effective as soon as practicable thereafter (with the objectivepracticable, but in any event not the obligation, of causing the Shelf Registration to be declared effective within sixty later than forty-five (6045) days after it has been filed receives a request therefor. The Company's obligations in this Article VI with respect to each requested S-3 Registration are subject to the SEC) and to keep such Shelf Registration continuously effective under the Securities Act for up to one hundred eighty (180) days; provided, however, conditions that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 6(c): (i) if Form the reasonably anticipated aggregate price to the public of the Registrable Securities requested for inclusion in such S-3 is not available for such offering by the Holder; Registration shall equal or exceed $1,000,000 and (ii) if the Holder proposes to sell Registrable Securities of less than 100,000 shares (as adjusted for stock splits, stock dividends, recapitalizations and the like); (iii) if the Company shall furnish is a registrant entitled to the Holder a certificate signed by the 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 shareholders for such use Form S-3 Registration or a successor thereto to be effected at such time, in which event register the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder under this Section 6(c); 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 compliancesecurities.

Form S-3 Registration. On or after the second anniversary of the Effective Date, if the Company receives from the (a) Each Holder a written (an “Initiating Form S-3 Holder”) may request at any time that the Company effect file a registration Registration Statement under the Securities Act on Form S-3 and any related qualification (or compliance with respect to similar or successor form) (a “Form S-3 Registration”) covering the sale or other distribution of all or a part any portion of the Registrable Securities owned held by such Holder, the Company will, as soon as practicable, and consistent with the requirements of applicable law, prepare and file with the SEC a registration statement on Initiating Form S-3 for an offering to be made on a continuous basis Holder pursuant to Rule 415 covering all under the Securities Act (a “Form S-3 Demand”) if (i) the reasonably anticipated aggregate offering price, net of underwriting discounts and commissions, if any, would equal or exceed $3,000,000 and (ii) the Company is a registrant qualified to use Form S-3 (or any similar or successor form) to register such Registrable Securities. If such conditions are met, then outstanding Registrable Securities the Company shall file the requested Registration Statement within ninety (90) Business Days after receiving a Form S-3 Demand and shall use its reasonable best efforts to cause the "Shelf Registration")same to be declared effective by the SEC as promptly as practicable after such filing. The Company shall use its commercially reasonable efforts be required to have maintain the effectiveness of such Shelf Registration declared effective as soon as practicable thereafter (with the objective, but not the obligation, of causing the Shelf Registration to be declared effective within sixty (60) days after it has been filed with the SEC) and to keep such Shelf Registration continuously effective under the Securities Act for up to one hundred eighty (180) days; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 6(c): (i) if Form S-3 is not available Registration for such offering by the Holder; (ii) if the Holder proposes to sell as long as there are Registrable Securities of less than 100,000 shares (as adjusted for stock splitsregistered thereunder. Notwithstanding the foregoing, stock dividends, recapitalizations and the like); (iii) if the Company shall furnish to the Holder Initiating Form S-3 Holders a certificate signed by the Chairman of the Board of Directors Chief Executive Officer and Chief Financial Officer of the Company stating that in the good faith judgment opinion of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such Form S-3 Registration Statement to be effected at such timefiled and that it is therefore essential to defer the filing of the Registration Statement (a “Valid Business Reason”), in which event the Company shall have the right to delay or defer the taking action with respect to filing an S-3 Registration Statement for a period of 90 Business Days after receipt of the Form S-3 registration statement for Demand; provided, however, that such right to delay or defer a period of Form S-3 Demand shall be exercised by the Company not more than ninety (90) days after receipt of the request of the Holder under this Section 6(c); or (iv) once in any particular jurisdiction in which 12 month period, and the Company would be required shall only have the right to qualify to do business or to execute delay a general consent to service of process in effecting Form S-3 Demand so long as such registration, qualification or complianceValid Business Reason exists.

Form S-3 Registration. On (a) Request for a Form S-3 Registration. At any time when the Company is eligible for use of Form S-3, in the event that the Company shall receive from (i) PPGL, (ii) FEL or after the second anniversary (iii) one or more of the Effective DateDemand Stockholders, if acting through its representative identified on the Company receives from instrument executed by it in the Holder form attached hereto as Exhibit A or such representative's written designee (the "S-3 Initiating Holders"), a written request that the Company effect a registration register, under the Securities Act, on Form S-3 and (or any related qualification or compliance with respect to successor form then in effect) (an "S-3 Registration"), all or a part portion of the Registrable Securities owned by such HolderS-3 Initiating Holders, the Company willshall 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 30 days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed registration and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request in writing to the Company, given within 15 days after their receipt from the Company of the written notice of such registration. The Company shall (i) take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered and (ii) subject to Section 5(b), use reasonable best efforts to (x) cause such registration pursuant to this Section 5(a) to become and remain effective as soon as practicable, and consistent with the requirements of applicable law, prepare and file with the SEC a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the then outstanding Registrable Securities (the "Shelf Registration"). The Company shall use its commercially reasonable efforts to have such Shelf Registration declared effective as soon as practicable thereafter (with the objective, but in any event not the obligation, of causing the Shelf Registration to be declared effective within sixty (60) later than 90 days after it has been filed with receives a request therefor and (y) include in such offering the SEC) and to keep such Shelf Registrable, Securities of the Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration continuously effective under the Securities Act for up to one hundred eighty (180) days; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 6(c): (i5(a)) if Form S-3 is not available for who have requested in writing to participate in such offering by registration on the Holder; (ii) if same terms and conditions as the Holder proposes to sell Registrable Securities of less than 100,000 shares (as adjusted for stock splits, stock dividends, recapitalizations and the like); (iii) if the Company shall furnish to the Holder a certificate signed by the 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 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 ninety (90) days after receipt of the request of the Holder under this Section 6(c); 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 complianceInitiating Holders included therein.