Common use of Form S-3 Registrations Clause in Contracts

Form S-3 Registrations. If the Company shall receive from the Holders of a majority of the Registrable Shares a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Shares owned by such Holder or Holders (which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of and the Holders thereof and (ii) subject to the Maximum Resale Limitations set forth below, state the intended method of disposition of such Registrable Shares), the Company shall, within a date which shall be not later than ninety (90) days following the date of such written request, (A) use its commercially reasonable efforts to make the initial filing of the Form S-3 Registration Statement, notify all Holders of the filing of such Registration Statement no later than ten (10) days after such filing, (B) use its commercially reasonable efforts to cause such Form S-3 Registration Statement covering the Registrable Shares of all Holders to be declared effective no later than the Form S-3 Registration Effectiveness Date and (C) use its commercially reasonable efforts to keep such Form S-3 Registration Statement effective for a period of twenty-four (24) months or for such shorter period ending on the earlier to occur of (x) the sale of all Registrable Shares and (y) the availability of Rule 144 for all Holders to sell all of the Registrable Shares without volume limitations within a 90 day period (for purposes of an S-3 registration under this Section 3(c), the “Effectiveness Period”); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section, or keep such registration effective pursuant to the terms hereunder, in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done so.

Form S-3 Registrations. If (a) If, at any time after the Company Registration Date the Corporation shall receive from be qualified for the Holders use of Form S-3 promulgated under the Securities Act (or any successor form thereto) for the sale to the public of Registrable Shares held by the Dell Securityholders, a majority Majority of the Dell Securityholders shall notify the Corporation in writing that such Dell Securityholders desire to sell Registrable Shares a written Shares, with an anticipated aggregate gross offering price (before underwriting discounts and commissions) of at least $3,000,000, in the public securities market and request or requests that the Company Corporation effect a the registration on Form S-3 and (or any related qualification or compliance with respect to all or a part successor form thereto) of such Registrable Shares, the Registrable Shares owned by such Holder or Holders (which request or requests shall Corporation shall: (i) specify promptly give written notice of the proposed registration to all other Dell Securityholders, who or which shall have the right, subject to the applicable terms of this Agreement, to include in such registration Registrable Shares held by them (exercisable by delivering to the Corporation a written notice specifying the number of Registrable Shares intended requested to be sold or disposed included within 30 days after receipt of and such notice of such registration from the Holders thereof and Corporation); and (ii) subject to the Maximum Resale Limitations set forth below, state the intended method of disposition of such Registrable Shares), the Company shall, within a date which shall be not later than ninety (90) days following the date of such written request, (A) file and then use its commercially reasonable best efforts to make have the initial filing of the registration on Form S-3 Registration Statement, notify all Holders of the filing of such Registration Statement no later than ten (10or any successor form thereto) days after such filing, (B) use its commercially reasonable efforts to cause such Form S-3 Registration Statement covering the Registrable Shares of all Holders to be declared effective no later than the Form S-3 Registration Effectiveness Date and (C) use its commercially reasonable efforts to keep such Form S-3 Registration Statement effective for a period of twenty-four (24) months or for such shorter period ending on the earlier to occur of (x) the sale of all Registrable Shares and (y) the availability of Rule 144 for all Holders to sell all of the Registrable Shares without volume limitations within a 90 day period which the Corporation has been so requested to register declared effective. (for purposes of an S-3 registration under this Section 3(c)b) Anything contained in SECTION 2(a) to the contrary notwithstanding, the “Effectiveness Period”); provided, however, that the Company Corporation shall not be obligated to effect any such registration, qualification or compliance pursuant to this SectionSECTION 2(a) any registration under the Securities Act except in accordance with the following provisions: (i) The Corporation shall not be obligated to use its best efforts to file and cause to become effective (a) more than two Registration Statements requested pursuant to SECTION 2(a) or (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days. (ii) The Corporation may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to SECTION 2(a) if at the time of such request the Corporation (A) is engaged, or keep has fixed plans to engage within 90 days of the time of such registration effective pursuant to the terms hereunderrequest, in any particular jurisdiction a firm commitment, underwritten public offering of Primary Shares in which the Company would be required holders of Registrable Shares may include Registrable Shares pursuant to qualify SECTION 3 or (B) is engaged in a Material Transaction. (iii) In connection with any registration of Registrable Shares pursuant to do business as a foreign corporation or as a dealer in securities under SECTION 2(a), the securities laws Corporation shall give notice of such jurisdiction registration to the holders of all Additional Registrable Shares and Other Shares which are entitled to registration rights and the Corporation may include in such registration any Primary Shares, Additional Registrable Shares or Other Shares; PROVIDED, HOWEVER, that if the managing underwriter advises the Corporation that the inclusion of all of the Registrable Shares, Primary Shares, Additional Registrable Shares and/or Other Shares proposed to execute a general consent be included in such registration would interfere with the successful marketing (including pricing) of all of such securities, then the number of Registrable Shares, Primary Shares, Additional Registrable Shares and/or Other Shares proposed to service be included in such registration shall be included in the following order: (A) FIRST, the Registrable Shares requested by the Dell Securityholders to be included in such registration and the Additional Registrable Shares constituting SP Registrable Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares PRO RATA among all such Persons based upon the aggregate number of process Registrable Shares and SP Registrable Shares held by each such Person at the time of registration); (B) SECOND, the Additional Registrable Shares constituting Initial Common Shares, Conversion Shares or Warrant Shares requested by the Additional Securityholders to be included in effecting such registration (or, if necessary, such Shares allocated among all such Additional Securityholders in accordance with the applicable provisions of any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in effect at the time of registration, qualification or complianceor, in the absence of any applicable provisions, PRO RATA among all such Additional Securityholders based upon the number of Additional Registrable Shares constituting Initial Common Shares, Conversion Shares or Warrant Shares held by each case where it has such Additional Securityholder at the time of registration); (C) THIRD, the Primary Shares (D) FOURTH, the Additional Registrable Shares not already done so.constituting Initial Common Shares, Conversion Shares, Warrant Shares or SP Registrable Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares allocated among all such Additional Securityholders in accordance with the applicable provisions of any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in effect at the time of registration, or, in the absence of any applicable provisions, PRO RATA among all such Additional Securityholders based upon the number of Additional Registrable Shares not constituting Initial Common Shares, Conversion Shares, Warrant Shares or SP Registrable Shares held by each such Additional Securityholder at the time of registration); (E) FIFTH, the Registrable Shares requested by the Dell Securityholders to be included in such registration (or, if necessary, such Shares PRO RATA among all such Persons based upon the aggregate number of Registrable Shares held by each such Dell Securityholder at the time of registration); and

Form S-3 Registrations. If (a) After its IPO, the Company Corporation shall use its commercially reasonable efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After such qualification, in case the Corporation shall receive from the Holders any holder or holders of a majority Majority of the then outstanding (x) MatlinPatterson Registrable Shares Securities or (y) Family Holdings Registrable Securities, a written request or requests that the Company Corporation effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Shares Securities owned by such Holder holder or Holders (which request or requests shall holders, the Corporation agrees: (i) specify to promptly (and in any event no more than 15 days following receipt of any such request) give notice of the number proposed registration and any related qualification or compliance, to the other holders of Registrable Shares intended to be sold or disposed of and the Holders thereof and Securities; (ii) subject to effect a registration and all qualifications and compliance as would permit or facilitate the Maximum Resale Limitations set forth below, state the intended method of disposition sale and distribution on a continuous basis of such Registrable Shares), the Company shall, within a date which shall be not later than ninety (90) days following the date of such written request, (A) use its commercially reasonable efforts to make the initial filing portion of the Form S-3 Registration Statement, notify all Holders of the filing of requesting holders' Registrable Securities as are specified in such Registration Statement no later than ten (10) days after such filing, (B) use its commercially reasonable efforts to cause such Form S-3 Registration Statement covering the Registrable Shares of all Holders to be declared effective no later than the Form S-3 Registration Effectiveness Date and (C) use its commercially reasonable efforts to keep such Form S-3 Registration Statement effective for a period of twenty-four (24) months or for such shorter period ending on the earlier to occur of (x) the sale of all Registrable Shares and (y) the availability of Rule 144 for all Holders to sell all request plus any portion of the Registrable Shares without volume limitations Securities of holders who join in such request by written notice to the Corporation given within a 90 day period 20 days after receipt of notice pursuant to clause (for purposes of an S-3 registration under this Section 3(c), i) from the “Effectiveness Period”)Corporation; provided, however, that the Company Corporation shall not be required to include more than $300 million of MatlinPatterson Registrable Securities, $200 million of Family Holdings Registrable Securities, and $50 million of CPF Registrable Securities and Stockholder Registrable Securities; provided, further, that the Corporation shall not be obligated to effect any such registration, qualification qualification, or compliance pursuant to this Section, Section 5: (A) if Form S-3 is not available for such offering or keep (B) if the Corporation has within the six (6) month period preceding the date of such request already effected a registration on Form S-3 pursuant to a request made under this Section 5. If the number of CPF Registrable Securities and Other Stockholder Registrable Securities requested to be included exceeds the amount that the Corporation is required to include in such registration effective pursuant statement, then the available space in such registration statement shall be allocated pro rata among the holders of such Registrable Securities requesting to be included in the terms hereunderregistration on the basis of the total number of Registrable Securities held by their respective holders. (b) Notwithstanding Section 5(a)(ii)(B), the Corporation agrees that (i) if it did not include in such registration all of the MatlinPatterson Registrable Securities requested to be included then at any particular jurisdiction in which time when the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities amount of MatlinPatterson Registrable Securities remaining unsold under the securities laws registration statement is less than $200 million, it will promptly file a new or additional registration statement for additional sales of MatlinPatterson Registrable Securities as shall then permit sales of at least $300 million of MatlinPatterson Registrable Securities in the aggregate, (ii) if it did not include in such jurisdiction registration all of the Family Holdings Registrable Securities requested to be included therein then at any time when the amount of Family Holdings Registrable Securities remaining unsold under the registration statement is less than $135 million, it will promptly file a new or additional registration statement for such additional sales of Family Holdings Registrable Securities as shall then permit sales of at least $200 million of Family Holdings Registrable Securities in the aggregate, and (iii) if it did not include in such registration all of the CPF Registrable Securities requested to execute be included therein then at any time when the amount of CPF Registrable Securities remaining unsold under the registration statement is less than $10 million, it will promptly file a general consent to service new or additional registration statement for such additional sales of process CPF Registrable Securities as shall then permit sales of at least $50 million of CPF Registrable Securities and Other Stockholder Registrable Securities in effecting such registration, qualification or compliance, in each case where it has not already done sothe aggregate.

Form S-3 Registrations. (a) If the Company becomes eligible to use Form S-3 under the Securities Act or a comparable successor form, the Company shall receive use its reasonable best efforts to continue to qualify at all times for registration of its capital stock on Form S-3 or such successor form. In such event, the holders of the Fund Registrable Securities or the Executive Registrable Securities, in each case owning at least 25% of the Fund Registrable Securities or the Executive Registrable Securities, respectively, then outstanding shall have the right, from time to time, to request and have effected up to three (3) registrations of shares of their Registrable Securities on Form S-3 or such successor form (which request shall specify the Holders amount of such Registrable Securities to be registered), provided that, at the time of such request, each of the holders of the Fund Registrable Securities or the Executive Registrable Securities, as the case may be, own, in the aggregate, not less than 5% of the total outstanding shares of Common Stock. All registrations requested pursuant to this Section 4(a) are referred to herein as "S-3 Registrations." A registration will not count as one of the permitted S-3 Registrations until it has become effective. If so requested by any holder of Registrable Securities in connection with an S-3 Registration, the Company shall take such steps as are required to register such holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415 and shall take such steps as are required to keep such registration effective until all of such holder's Registrable Securities registered thereunder are sold. S-3 Registrations need not be underwritten unless either the Company (if it includes shares in the S-3 Registration pursuant to Section 4(b) hereof) or the holders of a majority of the Registrable Shares a written Securities demanding the registration 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 Shares owned by such Holder or Holders (which request or requests shall (i) specify the number of Registrable Shares intended to it be sold or disposed of and the Holders thereof and (ii) subject to the Maximum Resale Limitations set forth below, state the intended method of disposition of such Registrable Shares), the Company shall, within a date which shall be not later than ninety (90) days following the date of such written request, (A) use its commercially reasonable efforts to make the initial filing of the Form S-3 Registration Statement, notify all Holders of the filing of such Registration Statement no later than ten (10) days after such filing, (B) use its commercially reasonable efforts to cause such Form S-3 Registration Statement covering the Registrable Shares of all Holders to be declared effective no later than the Form S-3 Registration Effectiveness Date and (C) use its commercially reasonable efforts to keep such Form S-3 Registration Statement effective for a period of twenty-four (24) months or for such shorter period ending on the earlier to occur of (x) the sale of all Registrable Shares and (y) the availability of Rule 144 for all Holders to sell all of the Registrable Shares without volume limitations within a 90 day period (for purposes of an S-3 registration under this Section 3(c), the “Effectiveness Period”); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section, or keep such registration effective pursuant to the terms hereunder, in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done sounderwritten.

Form S-3 Registrations. If Subject to Section 6.1, the Company shall receive from use its reasonable best efforts to become and remain eligible to register offerings of securities on Form S-3 or its successor form (“Form S-3”). Subject to Section 6.1 and at all times during which the Holders Company is qualified for the use of a majority of the Registrable Shares a Form S-3, upon Pequot’s written request or requests that from time to time (without limit as to number and including by means of a shelf registration under Rule 415 promulgated under the Securities Act), the Company effect a registration shall register the Registrable Securities on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Shares owned by such Holder or Holders (which request or requests shall (i) specify be in writing and shall state the number of Registrable Shares intended Securities to be sold or disposed of registered and the Holders thereof and (ii) subject to the Maximum Resale Limitations set forth below, state the intended method of disposition of such Registrable Shares), the Company shall, within a date which shall be not later than ninety (90) days following the date of such written request, (A) use its commercially reasonable efforts to make the initial filing of the Form S-3 Registration Statement, notify all Holders of the filing of such Registration Statement no later than ten (10) days after such filing, (B) use its commercially reasonable efforts to cause such Form S-3 Registration Statement covering the Registrable Shares of all Holders to be declared effective no later than the Form S-3 Registration Effectiveness Date and (C) use its commercially reasonable efforts to keep such Form S-3 Registration Statement effective for a period of twenty-four (24) months or for such shorter period ending on the earlier to occur of (x) the sale of all Registrable Shares and (y) the availability of Rule 144 for all Holders to sell all of the Registrable Shares without volume limitations within a 90 day period (for purposes of an S-3 registration under this Section 3(c), the “Effectiveness Period”Securities); provided, however, that the Company shall not be obligated required to effect more than two such registrations during any twelve-month period, and such registration, qualification registrations on Form S-3 have been declared or compliance ordered effective and have remained effective until the earlier of (x) 30 days after the date of effectiveness and (y) the date all Registrable Securities registered thereunder have been sold. Notwithstanding the foregoing: (a) the Company shall not be required to effect a registration pursuant to this Section, or keep such Section 4.3 within 120 days of the effective date of any other registration effective pursuant to the terms hereunder, in any particular jurisdiction in which this Section 4; (b) the Company would shall not be required to qualify effect a registration pursuant to do business as this Section 4 unless Pequot or an Affiliate thereof proposes to dispose of Registrable Securities having an anticipated aggregate price to the public (net of underwriting discounts and expenses of sale, if any) of at least $2,000,000; and (c) the Company shall have the right to defer filing a foreign corporation registration statement pursuant to this Section 4.3 for a period of not more than 90 days following the requested filing date if the Company furnishes to Pequot a certificate signed by the President or as Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors it would be seriously detrimental to the Company and its stockholders for a dealer registration statement to be filed at the time requested; provided, however, that the Company may not utilize this right more than once in securities under any twelve-month period. Subject to the securities laws foregoing, the Company will use its reasonable best efforts to promptly effect the registration of such jurisdiction or all Registrable Securities on Form S-3 to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done sothe extent requested by Pequot hereunder.

Form S-3 Registrations. If (a) If, at any time after the Company Registration Date the Corporation shall receive from be qualified for the Holders use of Form S-3 promulgated under the Securities Act (or any successor form thereto) for the sale to the public of Registrable Shares held by the Dell Securityholders, a majority Majority of the Dell Securityholders shall notify the Corporation in writing that such Dell Securityholders desire to sell Registrable Shares a written Shares, with an anticipated aggregate gross offering price (before underwriting discounts and commissions) of at least $3,000,000, in the public securities market and request or requests that the Company Corporation effect a the registration on Form S-3 and (or any related qualification or compliance with respect to all or a part successor form thereto) of such Registrable Shares, the Registrable Shares owned by such Holder or Holders (which request or requests shall Corporation shall: (i) specify promptly give written notice of the proposed registration to all other Dell Securityholders, who or which shall have the right, subject to the applicable terms of this Agreement, to include in such registration Registrable Shares held by them (exercisable by delivering to the Corporation a written notice specifying the number of Registrable Shares intended requested to be sold or disposed included within 30 days after receipt of and such notice of such registration from the Holders thereof and Corporation); and (ii) subject to the Maximum Resale Limitations set forth below, state the intended method of disposition of such Registrable Shares), the Company shall, within a date which shall be not later than ninety (90) days following the date of such written request, (A) file and then use its commercially reasonable best efforts to make have the initial filing of the registration on Form S-3 Registration Statement, notify all Holders of the filing of such Registration Statement no later than ten (10or any successor form thereto) days after such filing, (B) use its commercially reasonable efforts to cause such Form S-3 Registration Statement covering the Registrable Shares of all Holders to be declared effective no later than the Form S-3 Registration Effectiveness Date and (C) use its commercially reasonable efforts to keep such Form S-3 Registration Statement effective for a period of twenty-four (24) months or for such shorter period ending on the earlier to occur of (x) the sale of all Registrable Shares and (y) the availability of Rule 144 for all Holders to sell all of the Registrable Shares without volume limitations within a 90 day period which the Corporation has been so requested to register declared effective. (for purposes of an S-3 registration under this Section 3(c)b) Anything contained in SECTION 2(a) to the contrary notwithstanding, the “Effectiveness Period”); provided, however, that the Company Corporation shall not be obligated to effect any such registration, qualification or compliance pursuant to this SectionSECTION 2(A) any registration under the Securities Act except in accordance with the following provisions: (i) The Corporation shall not be obligated to use its best efforts to file and cause to become effective (A) more than two Registration Statements requested pursuant to SECTION 2(a) or (b) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days. (ii) The Corporation may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to SECTION 2(a) if at the time of such request the Corporation (A) is engaged, or keep has fixed plans to engage within 90 days of the time of such registration effective pursuant to the terms hereunderrequest, in any particular jurisdiction a firm commitment, underwritten public offering of Primary Shares in which the Company would be required holders of Registrable Shares may include Registrable Shares pursuant to qualify SECTION 3 or (B) is engaged in a Material Transaction. (iii) In connection with any registration of Registrable Shares pursuant to do business as a foreign corporation or as a dealer in securities under SECTION 2(a), the securities laws Corporation shall give notice of such jurisdiction registration to the holders of all Additional Registrable Shares and Other Shares which are entitled to registration rights and the Corporation may include in such registration any Primary Shares, Additional Registrable Shares or Other Shares; PROVIDED, HOWEVER, that if the managing underwriter advises the Corporation that the inclusion of all of the Registrable Shares, Primary Shares, Additional Registrable Shares and/or Other Shares proposed to execute a general consent be included in such registration would interfere with the successful marketing (including pricing) of all of such securities, then the number of Registrable Shares, Primary Shares, Additional Registrable Shares and/or Other Shares proposed to service be included in such registration shall be included in the following order: (A) FIRST, the Registrable Shares requested by the Dell Securityholders to be included in such registration and the Additional Registrable Shares constituting SP Registrable Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares PRO RATA among all such Persons based upon the aggregate number of process Registrable Shares and SP Registrable Shares held by each such Person at the time of registration); (B) SECOND, the Additional Registrable Shares constituting Initial Common Shares, Conversion Shares or Warrant Shares requested by the Additional Securityholders to be included in effecting such registration (or, if necessary, such Shares allocated among all such Additional Securityholders in accordance with the applicable provisions of any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in effect at the time of registration, qualification or complianceor, in the absence of any applicable provisions, PRO RATA among all such Additional Securityholders based upon the number of Additional Registrable Shares constituting Initial Common Shares, Conversion Shares or Warrant Shares held by each case where it has such Additional Securityholder at the time of registration); (C) THIRD, the Primary Shares (D) FOURTH, the Additional Registrable Shares not already done so.constituting Initial Common Shares, Conversion Shares, Warrant Shares or SP Registrable Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares allocated among all such Additional Securityholders in accordance with the applicable provisions of any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in effect at the time of registration, or, in the absence of any applicable provisions, PRO RATA among all such Additional Securityholders based upon the number of Additional Registrable Shares not constituting Initial Common Shares, Conversion Shares, Warrant Shares or SP Registrable Shares held by each such Additional Securityholder at the time of registration); (E) FIFTH, the Registrable Shares requested by the Dell Securityholders to be included in such registration (or, if necessary, such Shares PRO RATA among all such Persons based upon the aggregate number of Registrable Shares held by each such Dell Securityholder at the time of registration); and

Form S-3 Registrations. If In case the Company shall receive from the Holders of a majority of the Registrable Shares 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 Shares Securities owned by such Holder or Holders (which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of and the Holders thereof and (ii) subject to the Maximum Resale Limitations set forth below, state the intended method of disposition of such Registrable Shares)Holders, the Company shall: (a) promptly give written notice of the proposed registration to all other eligible Holders of Registrable Securities; and (b) as soon as practicable, within a date which shall be not later than ninety (90) days following the date of file such written request, (A) Registration Statement and use its commercially reasonable efforts to make the initial filing of the Form S-3 Registration Statement, notify all Holders of the filing of have such Registration Statement no later than ten declared effective 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 all or such portion of the Registrable Securities of any other eligible Holders joining in such request as are specified in a written request given within fifteen (1015) days after receipt of such filingwritten notice from the Company, (B) use its commercially reasonable efforts to cause such Form S-3 Registration Statement covering the Registrable Shares of all Holders to be declared effective no later than the Form S-3 Registration Effectiveness Date and (C) use its commercially reasonable efforts to keep such Form S-3 Registration Statement effective for a period of twenty-four (24) months or for such shorter period ending on the earlier to occur of (x) the sale of all Registrable Shares and (y) the availability of Rule 144 for all Holders to sell all of the Registrable Shares without volume limitations within a 90 day period (for purposes of an S-3 registration under this Section 3(c), the “Effectiveness Period”); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this SectionSection 2.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that, or keep 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 effective 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 Holders under this Section 2.3 provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period, and provided, further, that the Company shall not register any other of its shares during such sixty (60) day period; and (iii) if the Holders would not be entitled to request a Demand Registration under Section 2.1. (c) Subject to the foregoing, the Company shall file a Registration Statement covering the Registrable Securities as soon as practicable after receipt of the request of the Holders. (d) Each registration demanded pursuant to this Section 2.3 shall be deemed to be a Demand Registration for the terms hereunder, in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws purposes of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done soSection 2.1(c).

Form S-3 Registrations. If (a) If, at any time after the Company Registration Date the Corporation shall receive from be qualified for the Holders use of Form S-3 promulgated under the Securities Act (or any successor form thereto) for the sale to the public of Registrable Shares held by the Lucent Securityholders, a majority Majority of the Lucent Securityholders shall notify the Corporation in writing that such Lucent Securityholders desire to sell Registrable Shares a written Shares, with an anticipated aggregate gross offering price (before underwriting discounts and commissions) of at least $3,000,000, in the public securities market and request or requests that the Company Corporation effect a the registration on Form S-3 and (or any related qualification or compliance with respect to all or a part successor form thereto) of such Registrable Shares, the Registrable Shares owned by such Holder or Holders (which request or requests shall Corporation shall: (i) specify promptly give written notice of the proposed registration to all other Lucent Securityholders, who or which shall have the right, subject to the applicable terms of this Agreement, to include in such registration Registrable Shares held by them (exercisable by delivering to the Corporation a written notice specifying the number of Registrable Shares intended requested to be sold or disposed included within 30 days after receipt of and such notice of such registration from the Holders thereof and Corporation); and (ii) subject file and then use its best efforts to have the registration on Form S-3 (or any successor form thereto) of the Registrable Shares which the Corporation has been so requested to register declared effective. (b) Anything contained in Section 2(a) to the Maximum Resale Limitations set forth below, state the intended method of disposition of such Registrable Shares)contrary notwithstanding, the Company shall, within a date which Corporation shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions: (i) The Corporation shall not later than ninety (90) days following the date of such written request, be obligated to use its best efforts to file and cause to become effective (A) use its commercially reasonable efforts to make the initial filing of the Form S-3 Registration Statement, notify all Holders of the filing of such more than one Registration Statement no later than ten (10requested pursuant to Section 2(a) days after such filing, or (B) use its commercially reasonable efforts to cause such Form S-3 any Registration Statement covering during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Registrable Securities Act or any successor forms thereto) pursuant to which Primary Shares of all Holders are to be or were sold has been filed and not withdrawn or has been declared effective no later than within the Form S-3 Registration Effectiveness Date and prior 90 days. (Cii) use its commercially reasonable efforts to keep such Form S-3 The Corporation may delay the filing or effectiveness of any Registration Statement effective for a period of twenty-four up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Corporation (24A) months is engaged, or for has fixed plans to engage within 90 days of the time of such shorter period ending on request, in a firm commitment, underwritten public offering of Primary Shares in which the earlier holders of Registrable Shares may include Registrable Shares pursuant to occur Section 3 or (B) is engaged in a Material Transaction. (iii) In connection with any registration of (x) Registrable Shares pursuant to Section 2(a), the sale Corporation shall give notice of such registration to the holders of all Additional Registrable Shares and (y) Other Shares which are entitled to registration rights and the availability of Rule 144 for all Holders to sell all of the Corporation may include in such registration any Primary Shares, Additional Registrable Shares without volume limitations within a 90 day period (for purposes of an S-3 registration under this Section 3(c), the “Effectiveness Period”)or Other Shares; provided, however, that if the Company managing underwriter advises the Corporation that the inclusion of all of the Registrable Shares, Primary Shares, Additional Registrable Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all of such securities, then the number of Registrable Shares, Primary Shares, Additional Registrable Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested by the Lucent Securityholders to be included in such registration and the Additional Registrable Shares constituting SP Registrable Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares pro rata among all such Persons based upon the aggregate number of Registrable Shares and SP Registrable Shares held by each such Person at the time of registration); (B) second, the Additional Registrable Shares constituting Initial Common Shares, Conversion Shares or Warrant Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares allocated among all such Additional Securityholders in accordance with the applicable provisions of any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in effect at the time of registration, or, in the absence of any applicable provisions, pro rata among all such Additional Securityholders based upon the number of Additional Registrable Shares constituting Initial Common Shares, Conversion Shares or Warrant Shares held by each such Additional Securityholder at the time of registration); (C) third, the Primary Shares (D) fourth, the Additional Registrable Shares not constituting Initial Common Shares, Conversion Shares, Warrant Shares or SP Registrable Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares allocated among all such Additional Securityholders in accordance with the applicable provisions of any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in effect at the time of registration, or, in the absence of any applicable provisions, pro rata among all such Additional Securityholders based upon the number of Additional Registrable Shares not constituting Initial Common Shares, Conversion Shares, Warrant Shares or SP Registrable Shares held by each such Additional Securityholder at the time of registration); (E) fifth, the Registrable Shares requested by the Lucent Securityholders to be included in such registration (or, if necessary, such Shares pro rata among all such Persons based upon the aggregate number of Registrable Shares held by each such Lucent Securityholder at the time of registration); and (F) sixth, the Other Shares. (c) If the Majority of the Lucent Securityholders in a registration requested pursuant to Section 2(a) intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Corporation as a part of their request for registration pursuant to Section 2(a) In such event, the Corporation shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Majority of the Lucent Securityholders to act as the lead managing underwriter or underwriters in connection with such offering. The right of any Registering Lucent Securityholder to registration pursuant to Section 2(a) shall be conditioned upon such Registering Lucent Securityholder's participation in such underwriting and the inclusion of such Registering Lucent Securityholder's Registrable Shares in the underwriting (unless otherwise mutually agreed by the Corporation and such Registering Lucent Securityholder) to the extent provided herein. The Corporation and the Registering Lucent Securityholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement which is reasonable and in customary form with the underwriters of such offering. (d) A requested registration under Section 2(a) may be rescinded prior to the related Registration Statement being declared effective by the SEC by written notice to the Corporation from the Majority of the Lucent Securityholders; provided, however, such registration shall not be obligated to effect any such registration, qualification or compliance count as a Registration Statement requested pursuant to this Section, or keep Section 2(a) for purposes of clause (A) of Section 2(b)(i) if the Corporation shall have been reimbursed for all out-of-pocket expenses incurred by the Corporation in connection with such registration effective pursuant to the terms hereunder, in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such rescinded registration, qualification or compliance, in each case where it has not already done so.

Form S-3 Registrations. If In case the Company shall receive from the Holders of a majority of the Registrable Shares Exxxxxx a written request or requests that the Company effect a registration statement on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Shares owned Securities, the Company shall use commercially reasonable efforts to file, as soon as practicable but not later than twenty (20) business days from the date of receipt by the Company of the Notice of Registration (as defined below), with the SEC a registration statement on Form S-3 covering the resale of such Holder Registrable Securities in a manner consistent with the method or Holders plan of distribution requested and shall use commercially reasonable effort to cause such Registration Statement to be declared effective by the SEC as soon as practicable. Any request for such registration by Exxxxxx (which request or requests a “Notice of Registration”) shall specify (i) specify the number amount of Registrable Shares intended proposed to be sold or disposed of and the Holders thereof registered; and (ii) subject to the Maximum Resale Limitations set forth below, state the intended method or methods and plan of disposition of such Registrable Shares)distribution thereof. In addition, Exxxxxx shall provide to the Company shall, within a date which shall be not later than ninety (90) days following all information and materials reasonably requested by the date of such written request, (A) use its commercially reasonable efforts Company in order to make permit the initial filing of the Form S-3 Registration Statement, notify Company to comply with all Holders of the filing of such Registration Statement no later than ten (10) days after such filing, (B) use its commercially reasonable efforts to cause such Form S-3 Registration Statement covering the Registrable Shares of all Holders to be declared effective no later than the Form S-3 Registration Effectiveness Date and (C) use its commercially reasonable efforts to keep such Form S-3 Registration Statement effective for a period of twenty-four (24) months or for such shorter period ending on the earlier to occur of (x) the sale of all Registrable Shares and (y) the availability of Rule 144 for all Holders to sell all of the Registrable Shares without volume limitations within a 90 day period (for purposes of an S-3 registration under this Section 3(c), the “Effectiveness Period”); provided, however, that the applicable SEC requirements. The Company shall not be obligated to file or effect any such registration, qualification or compliance registration pursuant to this SectionSection 5.2(a): (i) if Form S-3 is not available for such offering; (ii) if Exxxxxx proposes to sell less than 200,000 shares of Registrable Securities and such other securities (if any); (iii) if the request is made by Exxxxxx prior to six (6) months after the Closing Date; (iv) if the Company has, or keep within the twelve (12) month period preceding the date of such request, already effected one (1) registration effective on Form S-3 for Exxxxxx pursuant to this Section 5.2(a); (v) for any Registrable Securities that have been sold to the public; (vi) if all the Registrable Securities are eligible for resale during a three (3) month period pursuant to Rule 144 under the Securities Act; (vii) if the sale of Registrable Securities pursuant to the terms hereunder, method and plan of distribution requested in the Notice of Registration is not permissible under applicable law and the requirements of the Form S-3; or (viii) in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done so.

Form S-3 Registrations. If (a) In case the Company Issuer shall receive from the Holders of a majority of the Registrable Shares a ---------------------- written request or requests from Xxxxxxx that the Company Issuer effect a registration on Form S-3 and any related qualification or compliance with respect to the Registrable Stock owned by Xxxxxxx or his Permitted Transferees, the Issuer will, 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 a part such portion of Xxxxxxx'x Registrable Stock as is specified in such request, together with all or such portion of the Registrable Shares owned by Stock of any other holder or holders joining in such Holder or Holders request as are specified in a written request given within fifteen (which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of and the Holders thereof and (ii) subject to the Maximum Resale Limitations set forth below, state the intended method of disposition of such Registrable Shares), the Company shall, within a date which shall be not later than ninety (90) days following the date of such written request, (A) use its commercially reasonable efforts to make the initial filing of the Form S-3 Registration Statement, notify all Holders of the filing of such Registration Statement no later than ten (1015) days after such filing, (B) use its commercially reasonable efforts to cause such Form S-3 Registration Statement covering receipt of written notice from the Registrable Shares of all Holders to be declared effective no later than the Form S-3 Registration Effectiveness Date and (C) use its commercially reasonable efforts to keep such Form S-3 Registration Statement effective for a period of twenty-four (24) months or for such shorter period ending on the earlier to occur of (x) the sale of all Registrable Shares and (y) the availability of Rule 144 for all Holders to sell all of the Registrable Shares without volume limitations within a 90 day period (for purposes of an S-3 registration under this Section 3(c), the “Effectiveness Period”)Issuer; provided, however, that the Company Issuer shall not be obligated to effect any such registration, qualification or compliance pursuant to this SectionSection 5.10: (i) if Form S-3 is not available for such offering; (ii) if Xxxxxxx or his Permitted Transferees, collectively, propose to sell Registrable Stock at an aggregate price to the public (net of any underwriters' discounts or keep commissions) of less than Five Million Dollars ($5,000,000); (iii) if the Issuer shall furnish to Xxxxxxx a certificate signed by the President of the Issuer stating that in the good faith judgment of the Board, it would be seriously detrimental to the Issuer and its shareholders for such Form S-3 registration effective to be effected at such time, in which event the Issuer shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of Xxxxxxx under this Section 5.10; provided, that the Issuer shall not utilize the right set forth in this clause (iii) more than once in any twelve (12) month period; (iv) if the Issuer has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for Xxxxxxx pursuant to the terms hereunder, this Section 5.10; or (v) in any particular jurisdiction in which the Company Issuer would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) prior to the expiration of the lockup period following the Issuer's Initial Public Offering. (b) Subject to the foregoing, the Issuer shall file a Form S-3 registration statement covering the Registrable Stock so requested to be registered as soon as practicable after receipt of the request or requests of Xxxxxxx and the other holders of Registrable Stock. All expenses in each case where it has not already done soexcess of Thirty Thousand Dollars ($30,000), which shall be paid by Xxxxxxx and the other holders of Registrable Stock participating in such registration, incurred in connection with the registrations effected pursuant to this Section 5.10 (other than underwriting discounts and commissions), including, without limitation, all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for Xxxxxxx and the holders of Registrable Stock and counsel for the Issuer, shall be paid by the Issuer.