Common use of Registration on Form S-3 Clause in Contracts

Registration on Form S-3. At any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the 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 Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At any time after Following the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation first offering of substantial information by reference to other documents filed its securities by the Company with pursuant to a registration under the SEC (“Form S-3”)1933 Act, if the Company shall receive from one or more Holder or Holders use its reasonable efforts to qualify for registration of its Common Stock under the Registrable Securities a written request or requests that the Company effect a registration 1933 Act on Form S-3 (or any successor form of similar tenor and effect). If the Company shall be able to satisfy the conditions for registration of its Common Stock under the 1933 Act on Form S-3 (or any related qualification or compliance with respect successor form of similar tenor and effect), then, in addition to all or a part other rights of the Registrable Securities owned by such Holder or HoldersHolders hereunder, the Company will: , upon written request of Holders seeking to register on Form S-3 Registrable Securities having an aggregate market value of at least $500,000, as expeditiously as possible, endeavor in good faith to effect a registration under the 1933 Act on Form S-3 (aor any successor form of similar tenor and effect) promptly give written of all Registrable Securities referred to in a request or notice given to the Company pursuant to this Section 8.2 and to effect any registration or qualifications of the proposed registrationsuch Registrable Securities under any state law, and any related qualification or compliancelisting of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as which may be so requested and as would required to permit or facilitate the sale and distribution of all or such portion disposition of such Holder’s or Holders’ Registrable Securities as are in the manner specified in such request, together with all request or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Companynotices; provided, however, that no more than once per year the Company may meet its obligations under this Section 8.3 by preparing its own registration of securities on any applicable form under the 1933 Act, which registration becomes effective within 90 days after such request or notice and which registration includes all Registrable Securities referred to in such request or notice. If Registrable Securities sold pursuant to this Section 8.3 are sold in an underwritten offering, the terms of the underwriting agreement with the underwriter shall be mutually satisfactory to the Company and the Holders requesting registration hereunder. The Company shall not be obligated required to effect any such registration, qualification or compliance, more than two registrations pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting 8.3 within any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-twelve month period; (3) if such Form S-3 . The registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of this Section 8.3 shall be at the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of Company’s expense, except that Holders participating in a registration pursuant to Section 2.2 hereof hereto shall pay their pro rata brokerage or this Section 2.3. (c) Subject underwriting commissions or discounts relating to the foregoing, sale of Common Stock owned by them and shall pay the Company shall file a registration statement covering the Registrable Securities fees and other securities so requested to be registered as soon as practicable after receipt expenses of the request any one special counsel retained by such Holders or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2Other Holder.

Registration on Form S-3. At any time after (a) If the Company becomes eligible to register Registrable Securities qualifies for resale on the use of Form S-3, or any similar form subsequently adopted by in addition to the Securities and Exchange Commission (“SEC”) which permits incorporation rights contained in the foregoing provisions of substantial information by reference to other documents filed by this Article 1, the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the Registrable Securities a written shall have the right to request or requests that the Company effect a registration registrations on Form S-3 (such requests shall be in writing and any related qualification or compliance with respect to all or a part shall state the number of the shares of Registrable Securities owned to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that any such request must be made by Holders who in the aggregate hold more than ten percent (10%) of the outstanding Registrable Securities, provided, further, that the Company shall not be obligated to effect any such registration (i) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, qualification or compliance, pursuant propose to this Section 2.3: sell Registrable Securities and such other securities (1if any) if on Form S-3 is not available for such offering by at an aggregate price to the Holders; public of less than $1,000,000, (2ii) in the circumstances described in clauses (A) and (C) of Section 1.3(a), (iii) if the Company furnishes shall furnish the certification described in Section 1.3(b) (but subject to the Holders requesting limitations set forth therein) or (iv) if, in a given twelve month period, the Company has effected one such registration in such period. (b) If a request complying with the requirements of Section 1.6(a) hereof is delivered to the Company, the provisions of Sections 1.3(a)(i) and (ii) and Section 1.3(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the rights of any Holder to registration pursuant to this Section 2.3 1.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless mutually agreed by a certificate signed by the President majority in interest of the Company stating that, in the good faith judgment of the Board of Directors of the Company, Initiating Holders and such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement Holder with respect to such offering for a period of not more than ninety (90participation and inclusion) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, extent provided herein and the Company provisions of Section 1.3(d) hereof shall file apply to such registration. A Holder may elect to include in such underwriting all or a registration statement covering part of the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2he holds.

Registration on Form S-3. At (a) If any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of not less than twenty percent (20%) of the Registrable Securities a written request or requests that the Company effect file a registration statement on Form S-3 and (or any related qualification or compliance with respect successor form to all or Form S-3) for a part public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities owned by for such Holder or Holdersan offering, the Company will: shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form. The Company will (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders; and , and (bii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and all such qualifications appropriate compliance with applicable regulations issued under the Securities Act and compliances any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given received by the Company within fifteen thirty (1530) days after receipt of such written notice from the Company; provided. The substantive provisions of Section 6.5(b) shall be applicable to each registration initiated under this Section 6.7. (b) Notwithstanding the foregoing, however, that the Company shall not be obligated to effect take any action pursuant to this Section 6.7: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliancecompliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, pursuant and ending on the date six (6) months immediately following the effective date of, a registration statement (other than with respect to this Section 2.3: (1) if Form S-3 a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not available appropriate for the registration of Registrable Securities), provided that the Company is actively employing in good faith all reasonable efforts to cause such offering by the Holdersregistration statement to become effective; or (2iii) if the Company furnishes shall furnish to the Holders requesting any registration pursuant to this Section 2.3 such Holder a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the CompanyDirectors, such Form S-3 registration it would be seriously detrimental to the Company and that it is or its shareholders for registration statements to be filed in the best interests of the Company to defer the filing of such registration statementnear future, then the Company shall have the right Company's obligation to defer the filing of the Form S-3 use its best efforts to file a registration statement with respect to such offering shall be deferred for a period of not more than ninety to exceed one hundred eighty (90180) days from the receipt by the Company of the request to file such registration by the Initiating Holdersuch Holder or Holders; provided, however, that the Company may not exercise such utilize this right more than once in any twelve-twelve (12) month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At (a) If any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders holding in the aggregate not less than ten percent of the then outstanding Registrable Securities (the "Initiating Holders"), request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities a written request or requests that the reasonably anticipated aggregate price to the public of which would exceed $500,000, and the Company effect is a registration on registrant entitled to use Form S-3 and any related qualification or compliance with respect to all or a part of register the Registrable Securities owned by for such Holder or Holdersan offering, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, shall use its best efforts to all other Holders; and (b) as soon as practicable, effect cause such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Companymay reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 1.3(a) in any six month period. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any action pursuant to Section 1.3(a): (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, pursuant compliance unless the Company is already subject to this Section 2.3: (1) if Form S-3 is not available for service in such offering jurisdiction and except as may be required by the HoldersSecurities Act; (ii) within 180 days after the effective date of any registration of the Company under the Securities Act, other than a registration relating solely to employee benefit plans or a registration relating solely to a transaction under Rule 145 under the Securities Act; or (2iii) if the Company furnishes shall furnish to the Holders requesting any registration pursuant to this Section 2.3 such Holder a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration it would be seriously detrimental to the Company and that it is or its shareholders for registration statements to be filed in the best interests of the Company to defer the filing of such registration statementnear future, then the Company shall have the right Company's obligation to defer the filing of the Form S-3 use its best efforts to file a registration statement with respect to such offering shall be deferred for a period of not more than to exceed ninety (90) days from the receipt by the Company of the request to file such registration by the Initiating such Holder; provided, however, provided that the Company may not exercise such use this right more than once in any twelve-twelve month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At (a) If any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities a written request or requests that the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, and the Company effect is a registration on registrant entitled to use Form S-3 and any related qualification or compliance with respect to all or a part of register the Registrable Securities owned by for such Holder or Holdersan offering, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, shall use its best efforts to all other Holders; and (b) as soon as practicable, effect cause such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Companymay reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this paragraph 5 in any calendar year. The substantive provisions of paragraph 4(b) shall be applicable to each registration under this paragraph 5. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any action pursuant to this paragraph 5: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, pursuant compliance unless the Company is already subject to this Section 2.3: service in such jurisdiction and except as may be required by the Act; (1ii) if Form S-3 the Company, within ten (10) days of the receipt of the request of the initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not available appropriate for such offering by the Holdersregistration of Registrable Securities); (2iii) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company furnishes shall furnish to the Holders requesting any registration pursuant to this Section 2.3 such Holder a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration it would be seriously detrimental to the Company and that it is in the best interests of the Company or its stockholders for registration statements to defer the filing of be filed at such registration statementtime, then the Company shall have the right Company's obligation to defer the filing of the Form S-3 use its best efforts to file a registration statement with respect to such offering shall be deferred for a period of not more than ninety (90) to exceed 90 days from the receipt by the Company of the request to file such registration by the Initiating Holder; provided, however, such Holder provided that the Company may not exercise make such right certification more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3every calendar year. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At any time after the Company becomes eligible to register The Holders of Registrable Securities for may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form S-3, S-3 or any similar short-form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC registration statement that may be available at such time (“Form S-3”); provided, if that the Company shall receive not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from one or more a Holder or Holders of the Registrable Securities for a written request or requests that the Company effect a registration Registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersS-3, the Company will: (a) shall promptly give written notice of the proposed registration, and any related qualification or compliance, Registration on Form S-3 to all other Holders; and Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing, within ten (b10) as days after the receipt by the Holder of the notice from the Company. As soon as practicablepracticable thereafter, effect but not more than twelve (12) days after the Company’s initial receipt of such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate written request for a Registration on Form S-3, the sale and distribution of Company shall register all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such written request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a the written request notification given within fifteen (15) days after receipt of by such written notice from the CompanyHolder or Holders; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, Registration pursuant to this Section 2.3: 2.3 if (1i) if a Form S-3 is not available for such offering by the Holdersoffering; or (2ii) if the Company furnishes to the Holders requesting of Registrable Securities, together with the Holders of any registration pursuant to this Section 2.3 a certificate signed by the President other equity securities of the Company stating thatentitled to inclusion in such Registration, in propose to sell the good faith judgment of the Board of Directors of the Company, Registrable Securities and such Form S-3 registration would be detrimental other equity securities (if any) at any aggregate price to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering public of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders5,000,000. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration Demand Registrations effected pursuant to Section 2.22.1.

Registration on Form S-3. At any time after (a) After the Company becomes eligible to register Registrable Securities has qualified for resale on the use of Form S-3, or any similar form subsequently adopted by in addition to the Securities and Exchange Commission (“SEC”) which permits incorporation rights contained in the foregoing provisions of substantial information by reference to other documents filed by this Agreement, the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders holders of the Registrable Securities a written shall have the right to request or requests that the Company effect a registration registrations on Form S-3 or any comparable or successor form. Each such request shall be in writing and any related qualification or compliance with respect to all or a part shall state the anticipated number of the shares of Registrable Securities owned to be disposed of and the anticipated gross proceeds of such shares, and the intended methods of disposition of such shares by such Holder holder or Holdersholders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification including whether such resales are to be made on a delayed or compliance, continuous basis pursuant to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Rule 415. The Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by 3 if (i) the President holder of Registrable Securities, together with the holders of any other securities of the Company stating thatentitled to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock (if any) on Form S-3 at an aggregate price to the public of less than $500,000, or (ii) in the good faith judgment of event that the Board of Directors of Company shall furnish the Company, such Form S-3 registration would be detrimental certification described in Subsection 1(b)(ii) or Subsection 1(c) (but subject to the Company and that it is in the best interests of limitations set forth therein), or (iii) the Company will be required to defer the filing of obtain an audit (other than for its normal year-end audit) for such registration statementto become effective. The Company shall only be required to effect two (2) registrations of Registrable Securities pursuant to this Section 3 in each calendar year, provided, however, that if the offering is to be effected on a continuous or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-days, then the Company shall have the right not be required to defer the filing of the Form S-3 effect another registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, in that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3calendar year. (cb) Subject If a request complying with the requirements of Section 3(a) hereof is delivered to the foregoingCompany, the Company provisions of Sections 1(a)(i) and (ii) and Section 1(b) hereof shall file a apply to such registration. If the registration statement covering is for an underwritten offering, the Registrable Securities provisions of Sections 1(d) and other securities so requested 1(e) hereof shall also apply to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2such registration.

Registration on Form S-3. At any time after (a) Following the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation first offering of substantial information by reference to other documents filed its securities by the Company with pursuant to a registration under the SEC (“Form S-3”)1933 Act, if the Company shall receive from one or more Holder or Holders use its reasonable efforts to qualify for registration of its Common Stock under the Registrable Securities a written request or requests that the Company effect a registration 1933 Act on Form S-3 (or any successor form of similar tenor and effect). If the Company shall be able to satisfy the conditions for registration of its Common Stock under the 1933 Act on Form S-3 (or any related qualification or compliance with respect successor form of similar tenor and effect), then, in addition to all or a part other rights of the Registrable Securities owned by such Holder or HoldersHolders hereunder, the Company will: , upon written request of Holders seeking to register on Form S-3 Registrable Securities having an aggregate market value of at least $500,000, as expeditiously as possible, will use its reasonable best efforts to effect a registration under the 1933 Act on Form S-3 (aor any successor form of similar tenor and effect) promptly give written of all Registrable Securities referred to in a request or notice given to the Company pursuant to this Section 8.4 and to effect any registration or qualifications of the proposed registrationsuch Registrable Securities under any state law, and any related qualification or compliancelisting of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as which may be so requested and as would required to permit or facilitate the sale and distribution of all or such portion disposition of such Holder’s or Holders’ Registrable Securities as are in the manner specified in such request, together with all request or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Companynotices; provided, however, that no more than once per year the Company may meet its obligations under this Section 8.4 by preparing its own registration of securities on any applicable form under the 1933 Act, which registration becomes effective within 90 days after such request or notice and which registration includes all Registrable Securities referred to in such request or notice. If Registrable Securities sold pursuant to this Section 8.4 are sold in an underwritten offering, the terms of the underwriting agreement with the underwriter shall be mutually satisfactory to the Company and the Holders requesting registration hereunder. The Company shall not be obligated required to effect any such registration, qualification or compliance, more than two registrations pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting 8.4 within any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-twelve month period; . (3b) if such Form S-3 The registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of this Section 8.4 shall be at the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of Company’s expense, except that Holders participating in a registration pursuant to Section 2.2 hereof hereto shall pay their pro rata brokerage or this Section 2.3. (c) Subject underwriting commissions or discounts relating to the foregoing, sale of Common Stock owned by them and shall pay the Company shall file a registration statement covering the Registrable Securities fees and other securities so requested to be registered as soon as practicable after receipt expenses of the request any one special counsel retained by such Holders or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2Other Holder.

Registration on Form S-3. At (a) If requested by the Investor, the Company shall prepare and file with the SEC a Registration Statement covering the resale of any time Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415; provided that the Investor shall only have such right to demand registration after the date that is 12 months following the date of issuance of such Registrable Securities. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company becomes is not then eligible to register for resale the Registrable Securities for resale on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2.2) or such other form applicable to a jurisdiction in which the Company’s Common Stock may from time to time be listed on a securities exchange or automatic quotation service. Subject to the terms of this Agreement, the Company shall use its best efforts to cause any similar form subsequently adopted by Registration Statement filed under this Agreement (including, without limitation, under Section 3.1(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and Exchange Commission shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) otherwise cease to be Registrable Securities (the “SECEffectiveness Period”) which permits incorporation ). The Company shall telephonically request effectiveness of substantial information a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Investor via facsimile or by reference to other documents filed by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the SEC as required by Rule 424. Failure to so notify the Investor within one (“Form S-3”1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2.1(d). (b) Notwithstanding the registration obligations set forth in Section Article II, if the SEC informs the Company shall receive from one or more Holder or Holders that all of the Registrable Securities cannot, as a written request or requests that result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company effect a registration agrees to promptly inform the Investor thereof and use its commercially reasonable efforts to file amendments to the Registration Statement as required by the SEC, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 and any related qualification or compliance with respect such other form available to all or a part of register for resale the Registrable Securities owned by such Holder or Holdersas a secondary offering, subject to the Company will: (a) promptly give written notice provisions of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the CompanySection 2.2; provided, however, that prior to filing such amendment, the Company shall not be obligated to effect use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any such registration, qualification or compliance, other provision of this Agreement and subject to the payment of liquidated damages pursuant to this Section 2.3: 2.1(d), if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (1and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by the Investor as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: (i) if First, the Company shall reduce or eliminate any securities to be included by any Person other than the Investor; and (ii) Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered and there are more than one Investor, to the Investors on a pro rata basis based on the total number of unregistered Warrant Shares held by each Investor). In the event of a cutback hereunder, the Company shall give the Investor at least five (5) Trading Days prior written notice. In the event the Company amends the Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the original Registration Statement, as amended; provided that Investor promptly notifies the Company of all sales by Investor pursuant to the Registration Statement. (d) If (i) a Registration Statement is not available for such offering by the Holders; filed on or prior to its Filing Date (2) if the Company furnishes files a Registration Statement without affording the Investor the opportunity to review and comment on the Holders requesting any registration pursuant to this same as required by Section 2.3 a certificate signed by the President of the Company stating that3.1 herein, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall be deemed to have not satisfied this clause (i)), or (ii) the right Company fails to defer file with the filing SEC a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the SEC pursuant to the Securities Act, within five Trading Days of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, date that the Company may is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not exercise be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the SEC in respect of such right more than once Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the SEC that such amendment is required in any twelve-month period; order for such Registration Statement to be declared effective, or (3iv) if such Form S-3 registration statement covers an offering a Registration Statement registering for resale all of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 is not declared effective by the SEC by the Effectiveness Date of the Securities Act; Registration Statement, or (5v) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant Registration Statement, such Registration Statement ceases for any reason to Section 2.2 hereof remain continuously effective as to all Registrable Securities included in such Registration Statement, or this Section 2.3. the Investor is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (c10) Subject consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the foregoingdate on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Investor may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall file pay to the Investor an amount in cash, as partial liquidated damages and not as a registration statement covering penalty, equal to the product of (1) the product of (A) 2.0% multiplied by (B) the quotient of (I) the number of the Investor’s Registrable Securities that are not then covered by a Registration Statement that is then effective and available for use by the Investor divided by (II) the total number of the Investor’s Registrable Securities and other securities so requested (2) the aggregate purchase price paid by the Investor pursuant to be registered as soon as practicable after receipt the Securities Purchase Agreement; provided, however, that, in the event that none of the request or requests Investor’s Registrable Securities are then covered by a Registration Statement that is effective and available for use by the Investor, the quotient of (I) divided by (II) in clause (1)(B) herein shall be deemed to equal 1. The parties agree that the maximum aggregate liquidated damages payable to the Investor under this Agreement shall be 10% of the Holdersaggregate Subscription Amount (as defined in the Securities Purchase Agreement) paid by the Investor pursuant to the Securities Purchase Agreement. Registrations effected If the Company fails to pay any partial liquidated damages pursuant to this Section 2.3 shall not in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be counted as demands for registration effected paid by applicable law) to the Investor, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to Section 2.2the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

Registration on Form S-3. At (a) The Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form. To that end the Company shall register (whether or not required by law to do so) its Common Stock under the Exchange Act in accordance with the provisions of the Exchange Act following the effective date of the first registration of any securities of the Company on Form S-1 or any comparable or successor form or forms. (b) If, at any time after the Company becomes eligible is entitled to register use Form S-3 (or any successor form to Form S-3) for a public offering of Registrable Securities for resale Securities, any Holder or Holders request that the Company file a registration statement on Form S-3, or any similar form subsequently adopted by the Securities reasonably anticipated aggregate price to the public of which, net of underwriting discounts and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”)commissions, if would exceed $500,000, the Company shall receive from one or more Holder or Holders of the use its best efforts to cause such Registrable Securities a written request or requests that to be registered for the offering on such form. The Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will: will (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders; and , and (bii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and all such qualifications appropriate compliance with applicable regulations issued under the Securities Act and compliances any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given received by the Company within fifteen thirty (1530) days after the deemed receipt of such the written notice from the Company; providedCompany referred in the preceding clause (i). The applicable substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (c) Notwithstanding the foregoing, however, that the Company shall not be obligated to effect take any action pursuant to this Section 1.7: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliancecompliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) during the period starting with the date sixty (60) days prior to the filing of, pursuant and ending on the later of (x) six months from the date sixty (60) days prior to this Section 2.3: the Company's estimated date of filing of any registration statement pertaining to securities of the Company (1other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the registration statement has not become effective during such time period, or (y) if Form S-3 a date six (6) months following the effective date of any registration statement (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not available appropriate for the registration of Registrable Securities), provided in the case of clauses (A) or (B) that the Company is actively employing in good faith all reasonable efforts to cause such offering by the Holdersregistration statement to become effective; or (2iii) if the Company furnishes shall furnish to the Holders requesting any registration pursuant to this Section 2.3 such Holder a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the CompanyDirectors, such Form S-3 registration it would be seriously detrimental to the Company and that it is or its stockholders for registration statements to be filed in the best interests of the Company to defer the filing of such registration statementnear future, then the Company shall have the right Company's obligation to defer the filing of the Form S-3 use its best efforts to file a registration statement with respect to such offering shall be deferred for a period of not more than ninety to exceed one-hundred twenty (90120) days from the receipt by the Company of the request to file such registration by the Initiating Holdersuch Holder or Holders; provided, however, that the Company may not exercise such utilize this right more than once in any twelve-twelve (12) month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, and provided further that the Company shall file not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt sale of the request Registrable Securities, or requests a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of the Holders. debt securities that are also being registered). (d) Registrations effected pursuant to this Section 2.3 1.7 shall not be counted as demands a request for registration effected pursuant to Section 2.21.5.

Registration on Form S-3. At any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”a) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the Registrable Securities a written request or If Siblings requests that the Company effect Parent file a registration statement on Form S-3 and (or any related qualification or compliance with respect successor form to all or Form S-3) for a part public offering of the Registrable Securities owned by such Holder or HoldersSiblings Shares, the Company will: (a) promptly give written notice reasonably anticipated aggregate price to the public of the proposed registrationwhich, net of underwriting discounts and commissions, would exceed $1,500,000, and any related qualification or compliancethe Parent is a registrant entitled to use Form S-3 to register the Siblings Shares for such an offering, the Parent shall use its best efforts to all other Holders; and (b) as soon as practicable, effect cause such registration Siblings Shares to be registered for the offering on such form and all to cause such qualifications and compliances as may Siblings Shares to be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified qualified in such jurisdictions as Siblings may reasonably request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company Parent shall not be required to effect more than one registration in the aggregate on behalf of Siblings pursuant to this Section 5.2 per year. The Parent shall inform other holders of Parent securities of the proposed registration and offer them the opportunity to participate. In the event the registration is proposed to be part of an underwritten public offering, the substantive provisions of Section 5.1(b) shall be applicable to each such registration initiated under this Section 5.2. The Parent may include other shares of Common Stock in any of the registrations provided for in this Section 5.2, provided that such inclusion will not interfere with the marketing (including the price to the public) of the Siblings Shares to be registered by Siblings. (b) Notwithstanding the foregoing, the Parent shall not be obligated to effect take any action pursuant to this Section 5.2: (i) in any particular jurisdiction in which the Parent would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, pursuant compliance unless the Parent is already subject to this Section 2.3: (1) if Form S-3 is not available for service in such offering jurisdiction and except as may be required by the HoldersSecurities Act; (ii) following the period starting with the date sixty (60) days prior to the Parent's estimated date of filing of, and ending on the date six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Parent (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Parent is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (2iii) if the Company furnishes Parent shall furnish to the Holders requesting any registration pursuant to this Section 2.3 Siblings a certificate signed by the President Chief Executive Officer of the Company Parent stating that, that in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration Chief Executive Officer it would be detrimental to the Company and that it is Parent or its stockholders for registration statements to be filed in the best interests of the Company to defer the filing of such registration statementnear future, then the Company shall have the right Parent's obligation to defer the filing of the Form S-3 use its best efforts to file a registration statement with respect to such offering shall be deferred for a period of not more than to exceed ninety (90) days from the receipt by the Company of the request to file such registration statement by the Initiating Holder; providedSiblings, however, provided that the Company Parent may not exercise such this deferral right more than once in any twelve-per twelve (12) month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”a) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the The Company shall receive from one or more Holder or Holders of the Registrable Securities a written request or requests that the Company effect a use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms, and any related qualification to that end the Company shall register (whether or compliance not required by law to do so) the Common Stock under the Exchange Act in accordance with respect to all or a part the provisions of the Exchange Act following the closing of the first registration of any securities of the Company on Form XX-0, X-0 or any comparable or successor form. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Agreement, the Holders of Registrable Securities owned shall have unlimited rights to request from time to time registrations on Form S-3 (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 in each case the Company will: (a) promptly give written notice aggregate proceeds of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Companyexpected to exceed $500,000; provided, however, that the Company shall not be required to effect more than two registrations pursuant to this Section 8 in any six (6) month period. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any action pursuant to this Section 8: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, pursuant compliance unless the Company is already subject to this Section 2.3: service in such jurisdiction and except as may be required by the Securities Act; (1ii) if Form S-3 the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within sixty (60) days of receipt of such request (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); (iii) during the period starting with the date of filing of, and ending on the date 90 days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is not available for actively employing in good faith all reasonable efforts to cause such offering by the Holdersregistration statement to become effective; or (2iv) if the Company furnishes shall furnish to the such Holder or Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration it would be seriously detrimental to the Company and that it is or its stockholders for registration statements to be filed in the near future, in which case the Company's obligation to use its best interests of the Company efforts to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 file a registration statement with respect to such offering shall be deferred for a period of not more than to exceed ninety (90) days from the receipt by the Company of the request to file such registration by the Initiating Holder; providedsuch Holder or Holders, however, provided that the Company may not exercise such this deferral right more than once in any per twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At In addition to the rights provided in Sections 4.3 and 4.4, subject to a limit of one (1) registration hereunder in any six-month period, if at any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, (i) any holder or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders holders of the Registrable Securities a written request or requests that the Company effect file a registration statement on Form S-3 or any comparable or successor form thereto for a public offering of all or any portion of the shares of Registrable Securities held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would be at least One Million Dollars ($1,000,000), and (ii) the Company is a registrant entitled to use Form S-3 or any related qualification comparable or compliance successor form thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any comparable or successor form thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registrable Securities specified in such notice. Whenever the Company is required by this Section 4.5 to use its reasonable best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 4.3, including, but not limited to, the requirement that the Company notify all holders of Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering, shall apply to such registration. If the holders requesting such registration notify the Company that they intend to distribute the Registrable Securities covered by their request by means of an underwriting, and if the managing underwriter in connection with such underwriting determines that marketing factors require a limitation on the number of shares to be underwritten, then notwithstanding any other provision of this Section 4.5, such limitation will be imposed pro rata with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so whose holders have requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified inclusion in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating 4.5 provided that, in the good faith judgment of the Board of Directors of the Companyany event, such Form S-3 registration would all securities to be detrimental sold other than Registrable Securities will be excluded prior to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 exclusion of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the 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 Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At any time after After SIMSCI has qualified for the Company becomes eligible to register Registrable Securities for resale on use of Form S-3, or any similar form subsequently adopted by Shell shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and Exchange Commission (“SEC”) which permits incorporation the intended method of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”disposition of such shares), if subject only to the Company following limitations: 1.3.1 SIMSCI shall receive from one or more Holder or Holders of the Registrable Securities a written request or requests that the Company effect not be obligated to cause a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, become effective prior to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after following the effective date of a Company-initiated registration (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145 under the Securities Act); 1.3.2 SIMSCI shall not be obligated to cause a registration on Form S-3 to become effective prior to expiration of one hundred eighty (180) days following the effective date of the most recent registration pursuant to Section 2.2 hereof a request by Shell under this Agreement or this Section 2.3.pursuant to a request by a holder of registration rights under any other agreement of SIMSCI granting Form S-3 demand registration rights; (c) Subject 1.3.3 SIMSCI shall not be required to the foregoing, the Company shall file effect a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 1.3.3 unless Shell proposes to dispose of shares of Registrable Securities having an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least $500,000; and 1.3.4 SIMSCI shall not be counted as demands required to maintain and keep any such registration on Form S-3 effective for a period exceeding ninety (90) days from the effective date thereof. SIMSCI shall give notice to Shell and all holders of registration rights under any other agreement of SIMSCI granting Form S-3 or similar demand registration rights of the receipt of a request for registration effected pursuant to this Section 2.21.3.4 and shall provide a reasonable opportunity for all such other holders to participate in the registration.

Registration on Form S-3. At any time commencing after the Company becomes eligible date of exercise of the Option, and in addition to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities rights under Sections 7.1 and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”)7.2 hereof, if at any time the Company shall receive from one or more Holder or Holders of the Registrable Securities Lender makes a written request or requests that the Company Borrower effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities Shares owned by such Holder or Holdersthe Lender, the Company Borrower will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) 7.3.1. as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities the Lender's Shares as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company,; provided, however, that the Company Borrower shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 2.37.3.1: (1i) if Form S-3 is not available for such offering by the HoldersLender; (2ii) if the Company furnishes Lender, together with the holders of any other securities of the Borrower entitled to inclusion in such registration, propose to sell Shares and such other securities (if any) at an aggregate price to the Holders requesting public (net of any registration pursuant underwriters' discounts or commissions) of less than $500,000; (iii) if the Borrower shall furnish to this Section 2.3 the Lender a certificate signed by the President of the Company Borrower stating that, in the good faith judgment of the Board of Directors of the CompanyBorrower, it would be seriously detrimental to the Borrower and its stockholders for such Form S-3 registration would to be detrimental to effected at such time, in which event the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company Borrower shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) 120 days from after receipt by the Company of the request by of the Initiating Holder; Lender under this Section 7.3.1 (provided, however, that the Company may Borrower shall not exercise such utilize this right more than once in any twelve-12 month period); (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4iv) if the Holders are otherwise eligible Borrower has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the Lender pursuant to sell their Registrable Securities under Rule 144 of the Securities Actthis Section 7.3.1; or (5v) during if the period ending on Borrower would be required to qualify to do business or to execute a date one hundred eighty (180) days after the effective date general consent to service of a registration pursuant to Section 2.2 hereof process in effecting such registration, qualification or this Section 2.3compliance. (c) 7.3.2. Subject to the foregoing, the Company Borrower shall file a registration statement covering the Registrable Securities Shares and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the HoldersLender. Registrations effected pursuant to this Section 2.3 7.3.1 hereof shall not be counted as demands for registration or registrations effected pursuant to Section 2.2Sections 7.1 or 7.2 hereof.

Registration on Form S-3. At any time after the The Company becomes eligible shall use its best efforts to register Registrable Securities ------------------------ qualify for resale registration on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”)that end, if the Company shall receive from one or more Holder or Holders comply with the reporting requirements of the Exchange Act following the effective date of the first registration of any securities of the Company for a registered public offering. After the Company has qualified for the use of Form S-3, Initiating Holders shall have the right to request four (4) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities a written request or requests that to be disposed of and the intended method of disposition of such shares by each such holder), subject only to the following limitations: (a) The Company effect shall not be obligated to cause a registration on Form S-3 and any related qualification to become effective prior to one hundred eighty (180) days following the effective date of a Company-initiated registration (other than a registration effected solely to qualify an employee benefit plan or compliance with respect to all or effect a part business combination pursuant to Rule 145), provided that notice of the such Company-initiated registration is given to Holders prior to receipt of a request from a holder of Registrable Securities owned by such Holder or Holdersfor registration on Form S-3, and provided that the Company will: shall use its best efforts to achieve such effectiveness promptly following such one hundred eighty (a180) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; andday period; (b) as soon as practicable, effect such The Company shall not be obligated to cause a registration and all such qualifications and compliances as may be so requested and as would permit or facilitate on Form S-3 to become effective prior to expiration of one hundred eighty (180) days following the sale and distribution effective date of all or such portion the most recent registration pursuant to a request by a holder of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all under this Agreement or such portion pursuant to a request by a holder of registration rights under any other agreement of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the CompanyCompany granting Form S-3 demand registration rights; provided, however, that the Company shall use its best efforts to achieve such effectiveness promptly following such one hundred eighty (180) day period; (c) The Company shall not be obligated required to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting any a registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right 8 more than once in any twelve-twelve (12) month period; ; (3d) if The Company shall not be required to maintain and keep any such registration on Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the effective for a period ending on a date exceeding one hundred eighty (180) days after from the effective date thereof. The Company shall give notice to all Holders and all holders of registration rights under any other agreement of the Company granting Form S-3 or similar demand registration rights of the receipt of a request for registration pursuant to Section 2.2 hereof or this Section 2.3. (c) 8 and shall provide a reasonable opportunity for all such other holders to participate in the registration. Subject to the foregoing, the Company shall file a will use its best efforts to effect promptly the registration statement covering the of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event the Underwriter, in the case of an underwritten offering, determines that market factors require a limitation on the number of shares to be underwritten, then shares shall be excluded from such registration and other securities so requested underwriting pursuant to the method described in Section 6(b); and (e) The value of the aggregate shares of Registrable Securities to be registered as soon as practicable after receipt on Form S-3 for each such right of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 registration shall not be counted as demands for registration effected pursuant to Section 2.2at least $500,000.

Registration on Form S-3. At (a) If, at any time after following the Company becomes eligible revocation of the Shelf Registration Statement referred to register Registrable Securities for resale on Form S-3in Section 7, (i) any holder or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders holders of the Registrable Securities a written request or requests that the Company effect file a registration statement on Form S-3 and or any related qualification comparable or compliance with respect to all or successor form thereto for a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution public offering of all or such any portion of such Holder’s or Holders’ the shares of Registrable Securities as are held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000 and (ii) the Company is a registrant entitled to use Form S-3 or any comparable or successor form thereto to register such shares, then the Company shall use all reasonable efforts to register under the Securities Act on Form S-3 or any comparable or successor form thereto, for public sale in accordance with the method of disposition specified in such requestnotice, together with the number of shares of Registrable Securities specified in such notice. Whenever the Company is required by this Section 5 to use all or such portion reasonable efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 4, including, but not limited to, the requirement that the Company notify all holders of Registrable Securities of any other Holder or Holders joining from whom notice has not been received and provide them with the opportunity to participate in such request as are specified in a written request given within fifteen the offering (15provided, however that holders shall have no more than twenty (20) days after receipt of such written notice from to reply to the Company; 's notice in order to participate in the offering), shall apply to such registration, provided, however, that no more than one registration during any nine month period may be requested and obtained under this Section 5. Notwithstanding any other provision of this Section 5, the Company shall not be obligated to effect register any Preferred Shares for sale pursuant to any such registration, qualification or compliance, pursuant . (b) The Company shall use its best efforts to this Section 2.3: (1) if qualify for registration on Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes or any comparable or successor form or forms and to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then end the Company shall have register (whether or not required by law to do so) the right to defer Common Stock under the filing Exchange Act in accordance with the provisions of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after Act following the effective date of a the first registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, of any securities of the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request on Form S-1 or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2any comparable or successor form.

Registration on Form S-3. At If at any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, (i) a holder or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation holders of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the Registrable Securities a written Restricted Stock request or requests that the Company effect file a registration statement on Form S-3 and or any related qualification or compliance with respect to all or successor thereto for a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution public offering of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such any portion of the Registrable Securities shares of any other Holder Restricted Stock held by such requesting holder or Holders joining in such request as are specified in a written request given within fifteen holders, and (15ii) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated is a registrant entitled to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if use Form S-3 is not available for or any successor thereto to register such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statementshares, then the Company shall have use commercially reasonable efforts to register under the right Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section to defer use commercially reasonable efforts to effect the filing registration of Restricted Stock, each of the Form S-3 registration statement with respect procedures and requirements of Section 2 (including but not limited to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, requirement that the Company may notify all holders of Restricted Stock from whom notice has not exercise been received and provide them with the opportunity to participate in the offering) shall apply to such right more than once in any twelve-month period; (3) if such registration, except that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section, and the percentage requirement contained in the first sentence of Section 2(a) shall not apply to any registration statement covers an offering of less than $500,000 of Registrable Securities; on Form S-3 which may be requested and obtained under this Section. Notwithstanding anything to the contrary contained herein, no request may be made under this Section (4a) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 2.2 hereof 3 and in which all shares of Restricted Stock as to which registration shall have been requested shall have been registered and sold, or this Section 2.3. (cb) Subject to for the foregoingregistration of less than all the then outstanding shares of Restricted Stock unless the request covers shares of Restricted Stock having an aggregate market value of $2,000,000 or more, based on the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt closing price of the Common Stock on the trading day before the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2is made.

Registration on Form S-3. At (a) If any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders hold Registrable Securities equal or convertible in the aggregate to not less than 2% of the then outstanding Common Stock request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities a written request or requests that the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company effect is a registration on registrant entitled to use Form S-3 and (or any related qualification or compliance with respect successor form to all or a part of Form S-3) to register the Registrable Securities owned by for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as Holders may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such reasonably request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 1.7 in any six (6) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any action pursuant to this Section 1.7 (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, pursuant compliance unless the Company is already subject to this Section 2.3: service in such jurisdiction and except as may be required by the Securities Act; (1ii) if Form S-3 the Company, within ten (10) days of the receipt of the request of the Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not available appropriate for such offering by the Holdersregistration of Registrable Securities); (2iii) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company furnishes shall furnish to the Holders requesting any registration pursuant to this Section 2.3 such Holder a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration it would be seriously detrimental to the Company and that it is or its shareholders for registration statements to be filed in the best interests of the Company to defer the filing of such registration statementnear future, then the Company shall have the right Company's obligation to defer the filing of the Form S-3 use its best efforts to file a registration statement with respect to such offering shall be deferred for a period of not more than to exceed ninety (90) days from the receipt by the Company of the request to file such registration by the Initiating such Holder; provided, however, provided that the Company may not exercise such this deferral right more than once in any twelve-per twelve (12) month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if In case the Company shall receive from one or more Holder or Holders of at least twenty percent (20%) of the Registrable Securities Shares then outstanding a written request or requests (each, an “S-3 Request”) that the Company effect a registration on Form S-3 (or any similar form promulgated by the SEC) and any related qualification or compliance with respect to all or a part of the Registrable Securities Shares owned by such Holder or Holders, the Company will: (a) promptly within ten (10) days of the Company’s receipt of the S-3 Request give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances compliance as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities Shares as are specified in such request, together with all or such portion of the Registrable Securities Shares of any other Holder or Holders joining in such request pursuant to Section 2.1, and shall use its best efforts to cause such registration to be effective under the Securities Act as are specified soon as practicable, and in a written request given any event within fifteen (15) 120 days after receipt of such written notice from the CompanyS-3 Request; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 2.3: (1i) if Form S-3 (or similar or successor form) is not available for such offering by the HoldersHolders requesting such registration; (2ii) if the Company furnishes shall furnish to the Holders requesting any such registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration it would be seriously detrimental to the Company and that it is its stockholders for such Form S-3 Registration to be effected at such time, in the best interests of the Company to defer the filing of such registration statement, then which event the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from after its receipt by the Company of the request by the Initiating HolderS-3 Request; provided, however, that the Company may shall not exercise such utilize this right more than once in any twelve-twelve (12) month periodperiod and the Company shall not register any securities during such ninety (90) day period (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); (3iii) if such Form S-3 registration statement Registration covers an offering of Registrable Shares of less than $500,000 1,000,000, net of Registrable Securities; underwriting discounts and commissions, (4iv) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Securities ActHolders; or (5v) during in any particular jurisdiction in which the period ending on Company would be required to qualify to do business or to execute a date one hundred eighty (180) days after the effective date general consent to service of a registration pursuant to Section 2.2 hereof process in effecting such registration, qualification or this Section 2.3compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities Shares and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations A registration effected pursuant to this Section 2.3 shall not be counted as demands a demand for registration effected pursuant to Section 2.2.

Registration on Form S-3. At any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3(a) After its initial public offering, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the Registrable Securities a written request or requests that the Company effect a use its best efforts to qualify for registration on Form S-3 and or any related qualification comparable or compliance with respect successor form or forms. After the Company has qualified for the use of Form S-3, in addition to all or a part the rights contained in the foregoing provisions of this Section 1, the holders of at least thirty percent (30%) of Registrable Securities owned shall have the right to request registrations on Form S-3 (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), the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration if (i) the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, qualification propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $1,000,000, or compliance(ii) in the event the Company shall furnish the certification described in paragraph 1.2(b)(ii) (but subject to the limitations set forth therein), or (iii) the Company has, within the six (6) month period preceding the date of such request already effected one registration on Form S-3 for the Holders pursuant to this Section 2.3: 1.5. (1b) if Form S-3 If a request complying with the requirements of Section 1.5(a) hereof is not available for such offering by the Holders; (2) if the Company furnishes delivered to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company provisions of Sections 1.2(a)(i) and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company (ii) and Section 1.2(b) hereof shall have the right to defer the filing of the Form S-3 registration statement with respect apply to such offering registration. If the registration is for a period an underwritten offering, the provisions of not more than ninety (90Sections 1.2(c) days from receipt and 1.2(d) hereof shall apply to such registration. Notwithstanding the foregoing provisions of this Section 1.5, Registrable Securities held by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 Founders shall not be counted as demands for purposes of requesting a registration effected pursuant on Form S-3; however, if such a registration is requested all Registrable Securities, including those held by Founders, are entitled to Section 2.2inclusion in such registration and provided further that any limitation or cutback in the number of shares proposed to be registered shall be applied to shares of Registrable Securities held by Founders prior to any limitation or cutback on shares of Registrable Securities held by other Holders.

Registration on Form S-3. At (a) If Holders of at least twenty-five percent (25%) of the Registrable Securities request that the Corporation file a registration statement on Form S-3 (or any time after successor form to Form S-3) for a public offering of (i) the Company becomes eligible Registrable Securities, and (ii) any securities of the Corporation other than Registrable Securities to be sold by shareholders in such public offering, the anticipated aggregate price to the public of (i) and (ii) is at least $15,000,000, and the Corporation is a registrant entitled to use Form S-3 to register the Registrable Securities for resale on Form S-3such an offering, or the Corporation shall, as soon as practicable and in any similar form subsequently adopted event within forty-five (45) days after the date such request is given by the Holders, cause such Registrable Securities to be registered for the offering on such form and Exchange Commission to cause such Registrable Securities to be qualified in such jurisdictions as the Holders may reasonably request. The substantive provisions of Section 1.2(b) shall be applicable to each registration initiated under this Section 1.4. (“SEC”b) which permits incorporation of substantial information by reference Notwithstanding the foregoing, the Corporation shall not be obligated to other documents filed by the Company with the SEC take any action pursuant to this Section 1.4 (“Form S-3”), i) if the Company shall receive from one or more Holder or Holders of the Registrable Securities a written request or requests that the Company effect a Corporation file more than two registration statements on Form S-3 during any twelve-month period, and any related qualification or compliance with respect (ii) if the Corporation shall furnish to all or such Holders a part certificate, signed by the President and Chief Executive Officer of the Registrable Corporation, stating that in the good faith judgment of the Corporation’s Board of Directors it would be materially detrimental to the Corporation and its owners for a registration statement to be filed in the near future because such action would (x) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Corporation, (y) require premature disclosure of material information that the Corporation has a bona fide business purpose for preserving as confidential, or (z) render the Corporation unable to comply with requirements under the Securities owned by Act or Exchange Act, in each such case the Corporation’s obligation to register, qualify or comply under this Section 1.4 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of the written request from the Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company Corporation may not exercise such utilize this right more than once in any twelve-twelve (12) month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At (i) The Company will use its best efforts to qualify for the registration of its securities on Form S-3 (or any time after successor form). Subject to paragraph (h) of this Appendix C if the Holder requests that the ---------- Company file a Registration Statement on Form S-3 (or any successor form) for a public offering of Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, and the Company becomes eligible is a registrant entitled to use Form S-3 to register the Registrable Securities for resale on Form S-3such an offering, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of use its best efforts to cause such Registrable Shares to be registered for the offering on such form and to cause such 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 Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified qualified in such jurisdictions as the Holder may reasonably request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated -------- ------- required to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; more than two (2) if such registrations at the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President request of the Holder. The Company stating that, shall prepare and file any 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 good faith judgment provisions of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement Securities Act with respect to such offering for a period the disposition of not more than ninety (90) days from receipt by all the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (cii) Subject to Notwithstanding the foregoing, the Company shall file a registration statement covering not be obligated to take any action pursuant to this section (c): (A) if the Registrable Securities and other securities so requested to be registered as soon as practicable after Company, within ten days of the receipt of the request or requests of the Holders. Registrations effected Holder pursuant to this Section 2.3 shall (c)(i) above, gives notice of its bona fide intention to effect the filing of a Registration Statement with the U.S. Securities and Exchange Commission within ninety days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not be counted as demands appropriate for the registration effected pursuant of Registrable Securities); or (B) during the period starting with the date sixty days prior to Section 2.2the Company's estimated date of filing of, and effective date of any Registration Statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith -------- all reasonable effort to cause such Registration Statement to become effective.

Registration on Form S-3. At (a) If any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities a written request or requests that the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company effect is a registration on registrant entitled to use Form S-3 and any related qualification or compliance with respect to all or a part of register the Registrable Securities owned by for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as Holders may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such reasonably request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 3.7 in any twelve (12) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. The substantive provisions of Section 3.5(b) shall be applicable to each registration initiated under this Section 3.7. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any action pursuant to this Section 3.7 (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, pursuant compliance unless the Company is already subject to this Section 2.3: service in such jurisdiction and except as may be required by the Securities Act; (1ii) prior to the Company's first registered public offering of its stock; (iii) if Form S-3 the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with ---- ---- the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not available appropriate for such offering by the Holdersregistration of Registrable Securities); (2iv) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (v) if the Company furnishes shall furnish to the Holders requesting any registration pursuant to this Section 2.3 such Holder a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration it would be seriously detrimental to the Company and that it is or its shareholders for registration statements to be filed in the best interests of the Company to defer the filing of such registration statementnear future, then the Company shall have the right Company's obligation to defer the filing of the Form S-3 use its best efforts to file a registration statement with respect to such offering shall be deferred for a period of not more than ninety to exceed one hundred and twenty (90120) days from the receipt by the Company of the request to file such registration by the Initiating such Holder; provided, however, provided that the Company may not exercise such this deferral right -------- ---- more than once in any twelve-per twelve (12) month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At The Company shall use its reasonable best efforts to qualify for the use of Form S-3 or any time after comparable or successor form or forms of the Commission; and to that end the Company becomes eligible shall register (whether or not required by law to register Registrable Securities do so) the Common Stock under the Exchange Act, in accordance with the provisions of the Exchange Act following the effective date of the first registration, if any, of any securities of the Company on Form S-1. After the Company has qualified for resale on the use of Form S-3, or any similar form subsequently adopted by in addition to the Securities and Exchange Commission (“SEC”) which permits incorporation rights contained in the foregoing provisions of substantial information by reference to other documents filed by this Section 9, the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the Registrable Securities a written shall have the right to request or requests that the Company effect a registration registrations on Form S-3 and any related qualification or compliance with respect to all or a part (by written request stating the number of the shares of Registrable Securities owned to be disposed of and the intended method of disposition of such shares by such Holder or Holders), subject only to the Company willfollowing: (i) No request made under this Section 9.7 shall require a registration statement requested therein to become effective (a) promptly give written notice of the proposed registration, and any related qualification or compliance, prior to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering of Common Stock or (b) prior to the effective date of a registration statement referred to in (a) above if the Company shall theretofore have given written notice of such registration statement to the Holders of Registrable Securities pursuant to Section 2.2 hereof subsection 9.5(a) or 9.6(a) and shall have thereafter pursued the preparation, filing and effectiveness of such registration statement with diligence; (ii) The Company shall not be required to effect a registration pursuant to this Section 2.3.9.7 unless the Registrable Securities requested to be registered pursuant to this Section 9.7 have a proposed public offering price of $500,000 or more; and (ciii) The Company shall not be required to effect more than two (2) registrations pursuant to this Section 9.7. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 9.7 and shall provide a reasonable opportunity for other Holders to participate in the registration, and, if the intended method of disposition specified as aforesaid is an underwritten public offering, participation by the Company and other holders of Common Stock shall be on the basis set forth in Section 9.5(b) above. Subject to the foregoing, the Company shall file a will use its best efforts to effect promptly the registration statement covering the of all shares of Registrable Securities and other securities so on Form S-3 to the extent requested to be registered as soon as practicable after receipt by the Holder or Holders thereof for purposes of the request or requests of the Holdersdisposition. Registrations effected pursuant to The Company's Obligations under this Section 2.3 9.7 shall not be counted terminate, as demands for registration effected pursuant to Section 2.2any Holder, on the first Termination Date applicable to such Holder.

Registration on Form S-3. At any time after Section 4.1 After its IPO, the Company becomes eligible shall use commercially reasonable efforts to register Registrable Securities make all regulatory and other filings necessary to qualify for resale registration on a registration statement on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC S-3 (“Form S-3”), if ) or any comparable or successor form or forms for secondary offerings of equity securities for cash. After the Company shall receive from one or more Holder or has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of Sections 2 and 3 hereof, the Holders of the Registrable Securities a written shall have the right to request or requests that the Company effect a registration registrations on Form S-3 (such requests shall be in writing and any related qualification or compliance with respect to all or a part shall state the number of the shares of Registrable Securities owned to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) registration if Form S-3 is not available for such offering by the Holders; (2) if , together with the Company furnishes to the Holders requesting holders of any registration pursuant to this Section 2.3 a certificate signed by the President other securities of the Company stating thatentitled to inclusion in such registration, in the good faith judgment of the Board of Directors of the Company, propose to sell Registrable Securities and such other securities (if any) on Form S-3 registration would be detrimental at an aggregate price to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering public of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible 5,000,000. Any registration on Form S-3 shall not be deemed to sell their Registrable Securities be a requested registration under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) Section 3 hereof. Section 4.2 Within 10 days after the effective date receipt of each request (a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing“S-3 Request”), the Company shall file give written notice of such S-3 Request to all non-requesting Holders and shall use its best efforts to cause such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders giving the initial notice of intent to offer) to be included in a registration statement covering on Form S-3 to be filed with the Commission not later than 60 days after receipt of a S-3 Request and shall use all commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. The Company will not be required to include any other Registrable Securities or other shares of Common Stock in such registration unless it receives from the other Holders or other Persons entitled to participate in the registration a notice of intent to sell within 20 days of receipt of the Company’s notice. Section 4.3 If a Form S-3 registration involves an Underwritten Offering and the Company, following consultation with the managing underwriter determines that the number of shares of Registrable Securities requested to be included in such registration (including any shares of Common Stock that the Company proposes to be included or are otherwise contractually required to be included that are not Registrable Securities under this Agreement) exceeds the Maximum Offering Size, the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be registered by the requesting Holders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holders on the basis of the relative number of Registrable Securities or such other securities shares of Common Stock so requested to be included in such registration by each such Holder), (ii) second, shares of Common Stock contractually required to be registered as soon as practicable after receipt for the account of any other Persons, including those pursuant to the Partners’ Equity Agreement (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other Persons on the basis of the request shares of Common Stock so requested to be included in such registration by such other Persons), and (iii) third, any shares of Common Stock proposed to be registered by the Company or requests any shares of Common Stock proposed, but not contractually required, to be registered for the Holders. Registrations effected pursuant to this Section 2.3 account of any other Persons, with such priorities among them as the Company shall not be counted as demands for registration effected pursuant to Section 2.2determine.

Registration on Form S-3. At any time after the The Company becomes eligible shall use its best efforts to register Registrable Securities ------------------------ qualify for resale registration on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”)that end, if the Company shall receive from one or more Holder or Holders comply with the reporting requirements of the Exchange Act following the effective date of the first registration of any securities of the Company for a registered public offering. After the Company has qualified for the use of Form S-3, Initiating Holders shall have the right to request four (4) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities a written request or requests that to be disposed of and the intended method of disposition of such shares by each such holder), subject only to the following limitations: (a) The Company effect shall not be obligated to cause a registration on Form S-3 and any related qualification to become effective prior to one hundred eighty (180) days following the effective date of a Company- initiated registration (other than a registration effected solely to qualify an employee benefit plan or compliance with respect to all or effect a part business combination pursuant to Rule 145), provided that notice of the such Company-initiated registration is given to Holders prior to receipt of a request from a holder of Registrable Securities owned by such Holder or Holdersfor registration on Form S-3, and provided that the Company will: shall use its best efforts to achieve such effectiveness promptly following such one hundred eighty (a180) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; andday period; (b) as soon as practicable, effect such The Company shall not be obligated to cause a registration and all such qualifications and compliances as may be so requested and as would permit or facilitate on Form S-3 to become effective prior to expiration of one hundred eighty (180) days following the sale and distribution effective date of all or such portion the most recent registration pursuant to a request by a holder of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all under this Agreement or such portion pursuant to a request by a holder of registration rights under any other agreement of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the CompanyCompany granting Form S-3 demand registration rights; provided, however, that the Company shall use its best efforts to achieve such effectiveness promptly following such one hundred eighty (180) day period; (c) The Company shall not be obligated required to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting any a registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right 8 more than once in any twelve-twelve (12) month period; ; (3d) if The Company shall not be required to maintain and keep any such registration on Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the effective for a period ending on a date exceeding one hundred eighty (180) days after from the effective date thereof. The Company shall give notice to all Holders and all holders of registration rights under any other agreement of the Company granting Form S-3 or similar demand registration rights of the receipt of a request for registration pursuant to Section 2.2 hereof or this Section 2.3. (c) 8 and shall provide a reasonable opportunity for all such other holders to participate in the registration. Subject to the foregoing, the Company shall file a will use its best efforts to effect promptly the registration statement covering the of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event the Underwriter, in the case of an underwritten offering, determines that market factors require a limitation on the number of shares to be underwritten, then shares shall be excluded from such registration and other securities so requested underwriting pursuant to the method described in Section 6(b); and (e) The value of the aggregate shares of Registrable Securities to be registered as soon as practicable after receipt on Form S-3 for each such right of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 registration shall not be counted as demands for registration effected pursuant to Section 2.2at least $500,000.

Registration on Form S-3. At (a) If any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the then outstanding Registrable Securities a written request or requests that the Company effect file a registration statement on Form S-3 and (or any related qualification or compliance with respect successor form to all or Form S-3) for a part public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities owned by for such Holder or Holdersan offering, the Company will: shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form; provided, however, that the Company shall not be required to --------- -------- effect more than two registrations pursuant to this Section 1.7 in any twelve (a12) month period. The Company will (i) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders; and , and (bii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and all such qualifications appropriate compliance with applicable regulations issued under the Securities Act and compliances any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given received by the Company within fifteen thirty (1530) days after receipt of such written notice from the Company; provided. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, however, that the Company shall not be obligated to effect take any action pursuant to this Section 1.7: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliancecompliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, pursuant (ii) during the period starting with the date sixty (60) days prior to this Section 2.3: the filing of, and ending on a date three (13) if Form S-3 months following the effective date of, a registration statement (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not available appropriate for the registration of Registrable Securities), provided that the Company is actively employing in good faith all reasonable efforts to cause such offering by the Holders; registration statement to become effective, or (2iii) if the Company furnishes shall furnish to the Holders requesting any registration pursuant to this Section 2.3 such Holder a certificate signed by the President president of the Company stating that, in the good faith judgment of the Board of Directors of the CompanyDirectors, such Form S-3 registration it would be seriously detrimental to the Company and that it is or its stockholders for registration statements to be filed in the best interests of the Company to defer the filing of such registration statementnear future, then the Company shall have the right Company's obligation to defer the filing of the Form S-3 use its best efforts to file a registration statement with respect to such offering shall be deferred for a period of not more than to exceed ninety (90) days from the receipt by the Company of the request to file such registration by the Initiating Holdersuch Holder or Holders; provided, however, that the Company may this right to delay any requested registration shall not exercise such right be utilized more than once in any twelve-month twelve (12)-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3(a) After its initial public offering, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the Registrable Securities a written request or requests that the Company effect a use its commercial best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 2, the Preferred Holder shall have the right to request registrations on Form S-3 or any similar short form registration (such requests shall be in writing and any related qualification or compliance with respect to all or a part shall state the number of the Registrable Securities owned to be disposed of and the intended methods of disposition of such Registrable Securities by such Holder or Holdersthe Preferred Holder); provided, however, that the Company will: shall have the right to defer one (a1) promptly give written notice such filing for a period of the proposed registration, and any related qualification or compliance, to all other Holders; and not more than ninety (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (1590) days after receipt of such written notice from the Companyrequest of the Preferred Holder, provided that the Company shall not defer its obligations in this manner more than once in any twelve (12) month period; providedand, howeverprovided further, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2i) if the Company furnishes to Preferred Holder, together with the Holders requesting holders of any registration pursuant to this Section 2.3 a certificate signed by the President other securities of the Company stating thatentitled to inclusion in such registration, in the good faith judgment of the Board of Directors of the Company, propose to sell Registrable Securities and such other securities (if any) on Form S-3 registration would be detrimental at an aggregate price to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering public of less than $500,000 of Registrable Securities1,000,000; (4ii) in a given twelve (12) month period, after the Company has effected one such registration in any such period; (iii) if the Holders are otherwise eligible registration is in any jurisdiction in which the Company would be required to sell their Registrable Securities under Rule 144 qualify to do business or execute a general consent to service of the Securities Actprocess to effect such registration; or (5iv) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty ninety (18090) days after the effective date of of, a registration pursuant to Section 2.2 hereof Company-initiated registration, or this Section 2.3. (cv) Subject to the foregoing, if the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations has effected two (2) such registrations on Form S-3 pursuant to this Section 2.3 2.3(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration); provided that, if the Preferred Holder pays the Registration Expenses incurred in connection with such registration, such registration shall not be counted count as demands a registration for registration effected purposes of this Section 2.3) and (II) registrations which have been withdrawn by the Preferred Holder as to which the Preferred Holder has not elected to bear the Registration Expenses pursuant to Section 2.22.4 hereof; provided that in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Preferred Holder at the time of its request for registration under this Section 2.3(a), such registration shall not count as a registration for purposes of this Section 2.3). (b) If a request complying with the requirements of Section 2.3(a) hereof is delivered to the Company, the provisions of Sections 2.1 (a)(i) and (ii), 2.1(b) and 2.1 (c) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 2.1(d) and 2.1(e) hereof shall apply to such registration.

Registration on Form S-3. At any time after the Company becomes eligible to register The Holders of Registrable Securities for may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form S-3, S-3 or any similar short-form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC registration statement that may be available at such time (“Form S-3”); provided, if that the Company shall receive not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from one or more a Holder or Holders of the Registrable Securities for a written request or requests that the Company effect a registration Registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersS-3, the Company will: (a) shall promptly give written notice of the proposed registration, and any related qualification or compliance, Registration on Form S-3 to all other Holders; and Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing, within ten (b10) as days after the receipt by the Holder of the notice from the Company. As soon as practicablepracticable thereafter, effect but not more than twelve (12) days after the Company’s initial receipt of such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate written request for a Registration on Form S-3, the sale and distribution of Company shall register all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such written request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a the written request notification given within fifteen (15) days after receipt of by such written notice from the CompanyHolder or Holders; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, Registration pursuant to this Section 2.3: 2.3 hereof if (1i) if a Form S-3 is not available for such offering by the Holdersoffering; or (2ii) if the Company furnishes to the Holders requesting of Registrable Securities, together with the Holders of any registration pursuant to this Section 2.3 a certificate signed by the President other equity securities of the Company stating thatentitled to inclusion in such Registration, in propose to sell the good faith judgment of the Board of Directors of the Company, Registrable Securities and such Form S-3 registration would be detrimental other equity securities (if any) at any aggregate price to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering public of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders5,000,000. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration Demand Registrations effected pursuant to Section 2.22.1.

Registration on Form S-3. At any time after the The Company becomes eligible shall use its best efforts to register Registrable Securities qualify for resale registration on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”)that end, if the Company shall receive from one or more comply with the reporting requirements of the Exchange Act. After the Company has qualified for the use of Form S-3, any Holder or group of Holders of the Registrable Securities a written shall have the right to request or requests that the Company effect a registration register such Holder’s shares of Registrable Securities on Form S-3 (such requests shall be in writing and any related qualification or compliance with respect to all or a part shall state the number of the shares of Registrable Securities owned to be disposed of and the intended method of disposition of such shares by each such Holder or HoldersHolder), subject to the Company willfollowing limitations: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to cause a registration on Form S-3 to become effective prior to 60 days following the effective date of a Company-initiated registration (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145); (b) the Company shall not be obligated to cause a registration on Form S-3 to become effective prior to expiration of 90 days following the effective date of the most recent registration pursuant to a request under Section 4 of this Agreement or pursuant to a request by a holder of registration rights under any such registration, qualification or compliance, other agreement of the Company granting Form S-3 demand registration rights that has been approved in accordance with Section 20(a) hereof; (c) the Company shall not be required to effect more than three (3) registrations on Form S-3 pursuant to this Section 2.3: 6 during any 12-month period; (1d) if the Company shall not be required to effect a registration on Form S-3 is unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate anticipated gross offering price to the public (before deduction of underwriting discounts and expenses of sale) of at least $3,000,000; (e) the Company shall not available for be required to maintain and keep any such offering by registration on Form S-3 effective after the Holdersearlier to occur of (A) 90 days from the date of effectiveness of such registration statement or (B) such date as the disposition of the Registrable Securities subject to such registration has been completed; and (2f) if the Company furnishes shall furnish to the Holder or Holders requesting any a registration statement pursuant to this Section 2.3 6 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the CompanyBoard, such Form S-3 registration it would be seriously detrimental to the Company and that its stockholders for such registration statement to be filed, and it is in the best interests of the Company therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer the such filing within any 12-month period, once for a period of the Form S-3 registration statement with respect to such offering not more than one hundred-twenty (120) days and once for a period of not more than ninety (90) days from after receipt by the Company of the request by of the Initiating HolderHolders initiating registration under this Section 6; provided, however, that the Company may not exercise its second right to defer such right more than once in any twelve-month period; (3) if filing unless thirty days have elapsed after the end of the Company’s first such Form S-3 deferral and the registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the so deferred has been filed. The Company shall give notice to all Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date receipt of a request for registration pursuant to Section 2.2 hereof or this Section 2.3. (c) 6 and shall provide a reasonable opportunity for all such other Holders to participate in the registration. Subject to the foregoing, the Company shall file a will use its best efforts to effect promptly the registration statement covering the of all shares of Registrable Securities and other securities so on Form S-3 to the extent requested to be registered as soon as practicable after receipt by the Holder or Holders thereof for purposes of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2disposition.

Registration on Form S-3. At (a) In addition to the rights provided in Sections 3.3 and 3.4, subject to a limit of two (2) registrations hereunder in any twelve (12) month period, if at any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, (i) any holder or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders holders of the Registrable Securities a written request or requests that the Company effect file a registration statement on Form S-3 and or any related qualification comparable or compliance with respect to all or successor form thereto for a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution public offering of all or such any portion of such Holder’s or Holders’ the shares of Registrable Securities as are held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would be at least $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any comparable or successor form thereto to register such shares, then the Company shall use its commercially reasonable best efforts to register under the Securities Act on Form S-3 or any comparable or successor form thereto, for public sale in accordance with the method of disposition specified in such requestnotice, together with all or the number of shares of Registrable Securities specified in such portion notice. Whenever the Company is required by this Section 3.5 to use its commercially reasonable best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 3.3, including but not limited to the requirement that the Company notify all holders of Registrable Securities of any other Holder or Holders joining from whom notice has not been received and provide them with the opportunity to participate in the offering, shall apply to such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; registration, provided, however, that except as provided above, there shall be no limitation on the Company shall not number of registrations on Form S-3 which may be obligated to effect any such registration, qualification or compliance, pursuant to requested and obtained under this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) 3.5. Notwithstanding any other provision of this Section 3.5, if the Company furnishes underwriter determines that marketing factors require a limitation on the number of shares to the Holders requesting any be underwritten, such limitation will be imposed pro rata with respect to all Registrable Securities whose holders have requested inclusion in such registration pursuant to this Section 2.3 a certificate signed by the President of the 3.5. (b) The Company stating that, in the good faith judgment of the Board of Directors of the Company, such shall use its commercially reasonable best efforts to qualify for registration on Form S-3 registration would be detrimental or any comparable or successor form or forms; and to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then end the Company shall have register (whether or not required by law to do so) the right to defer Common Stock under the filing Exchange Act in accordance with the provisions of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after Exchange Act following the effective date of a the first registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, of any securities of the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request on Form S-1 or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2any comparable or successor form.

Registration on Form S-3. At any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the The Company shall receive from one or more Holder or Holders of the Registrable Securities a written request or requests that the Company effect a use its reasonable best efforts to qualify for registration on Form S-3 if the Company is subject to the Exchange Act, and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holdersthat end, the Company willshall comply with the reporting requirements of the Exchange Act. After the Company has qualified for the use of Form S-3, each Holder shall have the right to request up to three (3) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by each such Holder), subject to the following limitations: (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to cause a registration on Form S-3 to become effective prior to 90 days following the effective date of a Company-initiated registration (other than a registration effected solely to qualify an employee benefit plan or to effect any such registration, qualification or compliance, a business combination pursuant to this Section 2.3: Rule 145); (1ii) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right not be required to defer the filing of the effect a registration on Form S-3 unless the Holder or Holders requesting registration statement with respect propose to such offering for a period dispose of not more than ninety shares of Registrable Securities having an aggregate disposition price (90before deduction of underwriting discounts and expenses of sale) days from receipt by of at least $1,000,000; (iii) the Company of the request by the Initiating Holder; provided, however, that the Company may shall not exercise such right more than once in any twelve-month period; (3) if such be obligated to cause a registration on Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) become effective prior to 90 days after following the effective date of a registration initiated by the holders of Registrable Securities under this Section 7; and (iv) the Company shall not be required to maintain and keep any such registration on Form S-3 effective for a period exceeding 30 days from the effective date thereof. The Company shall give notice to all Holders and all holders of registration rights under any other agreement of the Company granting Form S-3 or similar demand registration rights of the receipt of a request for registration pursuant to Section 2.2 hereof or this Section 2.3. (c) and shall provide a reasonable opportunity for all such other Holders, including holders of registration rights under any other agreement of the Company granting Form S-3 or similar demand registration rights, to participate in the registration. Subject to the foregoing, the Company shall file a will use its reasonable best efforts to effect promptly the registration statement covering the of all shares of Registrable Securities and other securities so on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event that the Company determines that market factors require a limitation on the number of shares to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected underwritten, then shares shall be excluded from such registration and underwriting pursuant to this the method described in Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.25(b).

Registration on Form S-3. At (a) If any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more S-3 Initiating Holder or Holders of the Registrable Securities a written request or requests that the Company effect file a registration statement on Form S-3 and (or any related qualification or compliance with respect successor form to all or Form S-3) for a part public offering of shares of the S-3 Registrable Securities, and the Company is a registrant entitled to use Form S-3 to register the S-3 Registrable Securities owned by for such Holder or Holdersan offering, the Company will: shall: (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders; and S-3 Holders of Registrable Securities and (bii) use its best efforts to cause, as soon as practicable, effect such registration and all such qualifications and compliances S-3 Registrable Securities to be registered as may be so requested for the offering on such form and as would permit or facilitate the sale and distribution of all or to cause such portion of such Holder’s or Holders’ S-3 Registrable Securities as are specified to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any other S-3 Initiating Holder or other S-3 Holders joining in such request as are specified in a written request given within fifteen may reasonably request. The substantive provisions of Section 2.5(b) shall be applicable to each registration initiated under this Section 2.7. (15b) days after receipt of such written notice from Notwithstanding the Company; providedforegoing, however, that the Company shall not be obligated to effect take any action pursuant to this Section 2.7: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, pursuant compliance unless the Company is already subject to this Section 2.3: (1) if Form S-3 is not available for service in such offering jurisdiction and except as may be required by the HoldersSecurities Act; or (2ii) if the Company furnishes shall furnish to the such S-3 Initiating Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration it would be seriously detrimental to the Company and that it is or its stockholders for registration statements to be filed in the best interests of the Company to defer the filing of such registration statementnear future, then the Company shall have the right Company's obligation to defer the filing of the Form S-3 use its best efforts to file a registration statement with respect to such offering shall be deferred for a period of not more than ninety (90) to exceed 90 days from the receipt by the Company of the request to file such registration by the such S-3 Initiating Holder; Holders, provided, however, that the Company may shall not exercise such the right to defer registration granted by this subparagraph (b)(ii) more than once in any twelve-twelve month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to Notwithstanding the foregoing, (i) this Section 2.7 shall not apply to any SCIOS Holder, and no SCIOS Holder shall have any right or obligation under this Section 2.7 until June 1, 1999 and (ii) the Company shall file a not be required to include SCIOS Registration Securities in more than one (1) registration statement covering pursuant to Section 2.7. (d) Notwithstanding the Registrable Securities foregoing, (i) this Section 2.7 shall apply to any Xxxxxx-Xxxxxxx Holder, and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected Xxxxxx-Xxxxxxx Holder shall have rights and obligations pursuant to this Section 2.3 2.7, only if such Xxxxxx-Xxxxxxx Holder is unable to sell the Xxxxxx-Xxxxxxx Registrable Securities within eighteen (18) months after the end of the Restriction Period (as defined in the Xxxxxx-Xxxxxxx Agreement) pursuant to Rules 144(k) (or a successor rule) under the Securities Act or pursuant to Section 2.6, (ii) the Company shall not be counted as demands for required to include Xxxxxx-Xxxxxxx Registrable Securities in more than one (1) registration effected pursuant to this Section 2.22.7, and (iii) the Company shall not be required to include any Xxxxxx-Xxxxxxx Registrable Securities in any registration pursuant to this Section 2.7 unless the expected net proceeds to Xxxxxx-Xxxxxxx exceeds $5,000,000.

Registration on Form S-3. At any time after the The Company becomes eligible shall use its best efforts to register Registrable Securities qualify for resale registration on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”)that end, if the Company shall receive from one or more Holder or Holders comply with the reporting requirements of the Registrable Securities a written request or requests that Exchange Act. After the Company effect a registration has qualified for the use of Form S-3, each Holder shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and any related qualification or compliance with respect to all or a part shall state the number of the shares of Registrable Securities owned to be disposed of and the intended method of disposition of such shares by each such Holder or HoldersHolder), subject to the Company willfollowing limitations: (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to cause a registration on Form S-3 to become effective prior to 90 days following the effective date of a Company-initiated registration (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145); (ii) the Company shall not be obligated to cause a registration on Form S-3 to become effective prior to expiration of 90 days following the effective date of the most recent registration pursuant to a request under Section 5 of this Agreement or pursuant to a request by a holder of registration rights under any other agreement of the Company granting Form S-3 demand registration rights; (iii) the Company shall not be required to effect a registration on Form S-3 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least $1,000,000; and (iv) the Company shall not be required to maintain and keep any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if registration on Form S-3 is not available effective for such offering by a period greater than the Holders; (2) if the Company furnishes period equal to the shorter of (x) 90 days or (y) that time reasonably necessary to permit the disposition of the Registrable Securities subject to such registration. The Company shall give notice to all Holders requesting any of the receipt of a request for registration pursuant to this Section 2.3 and shall provide a certificate signed by the President of the Company stating thatreasonable opportunity for all such other Holders, to participate in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) registration. Subject to the foregoing, the Company shall file a will use its best efforts to effect promptly the registration statement covering the of all shares of Registrable Securities and other securities so on Form S-3 to the extent requested to be registered as soon as practicable after receipt by the Holder or Holders thereof for purposes of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2disposition.

Registration on Form S-3. At The Holders of Registrable Securities may at any time, and from time after to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form S-3; provided, that the Company becomes eligible shall not be obligated to register effect such request through an Underwritten Offering. Within five (5) calendar days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for resale a Registration on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the 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 Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, Registration on Form S-3 to all other Holders; and Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing, within ten (b10) as calendar days after the receipt by the Holder of the notice from the Company. As soon as practicablepracticable thereafter, effect but not more than twenty (20) calendar days after the Company’s initial receipt of such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate written request for a Registration on Form S-3, the sale and distribution of Company shall register all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such written request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a the written request notification given within fifteen (15) days after receipt of by such written notice from the CompanyHolder or Holders; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, Registration pursuant to this Section 2.3: 2.3 hereof if (1i) if a Form S-3 is not available for such offering by the Holdersoffering; or (2ii) if the Company furnishes to the Holders requesting of Registrable Securities, together with the Holders of any registration pursuant to this Section 2.3 a certificate signed by the President other equity securities of the Company stating thatentitled to inclusion in such Registration, in propose to sell the good faith judgment of the Board of Directors of the Company, Registrable Securities and such Form S-3 registration would be detrimental other equity securities (if any) at any aggregate price to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering public of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders5,000,000. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration Demand Registrations effected pursuant to Section 2.22.1.

Registration on Form S-3. At (a) In addition to the rights under Section 2 and 3 hereof, if at any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”i) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more a Holder or Holders of at least 20% of the total Registrable Securities a written request or requests then outstanding request(s) that the Company effect Merger Successor file a registration statement on Form S-3 and or any related qualification or compliance with respect to all or successor thereto for a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution public offering of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such any portion of the Registrable Securities held by such requesting holder or holders, where the reasonably anticipated aggregate price to the public of this public offering would exceed $1,000,000 and (ii) the Merger Successor is a registrant entitled to use Form S-3 or any other Holder successor thereto to register such Registrable Securities, then the Merger Successor shall use commercially reasonable efforts to register under the Securities Act on Form S-3 or Holders joining any successor thereto, the number of Registrable Securities specified in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Companynotice; provided, however, that the Company Merger Successor shall not be obligated required to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting any a registration pursuant to this Section 2.3 4: (i) at any time prior to six months following the effective date of a registration statement for the offering of its securities effected under Sections 2 or 3; (ii) in any particular jurisdiction in which the Merger Successor would be required to execute a general consent to service of process unless it is already subject to service in such jurisdiction and except as required by the Securities Act; (iii) if the Merger Successor, within ten (10) days of the receipt of the request of such Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); (iv) if the Merger Successor furnishes to such Holders a certificate signed by the President of the Company Merger Successor’s Chief Executive Officer stating that, that in the good faith judgment of the Merger Successor’s Board of Directors of Directors, as the Companycase may be, such Form S-3 registration it would be seriously detrimental to the Company Merger Successor and that its shareholders for such registration statement to be filed on or before the date filing would be required and it is in the best interests of the Company therefore essential to defer the filing of such registration statement, then in which case the Company Merger Successor shall have the right to defer the such filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date furnishing of such a registration pursuant to Section 2.2 hereof or certificate of deferral; provided, however, that this Section 2.3.right may be exercised only once in any twelve (12) month period; or (cv) Subject to after the foregoing, the Company shall file a Merger Successor has effected two (2) such registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected statements pursuant to this Section 2.3 4. (b) The right of the holders of Registrable Securities to have their securities registered on Form S-3 under this Section 4 shall not terminate at the earlier of (i) three (3) years following the consummation of the offering detailed in the Purchase Agreement, or (ii) as to any Investor, such earlier time at which all Registrable Securities held by such Investor (together with any affiliate of the Investor with whom such Investor must aggregate its sales under Rule 144) can be counted as demands for sold in any three (3)-month period without registration effected pursuant to Section 2.2in compliance with Rule 144 of the Securities Act.

Registration on Form S-3. At (a) In addition to the rights provided in Sections 4.3 and 4.5, subject to a limit of one (1) registration hereunder in any six (6) month period, if at any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or (i) any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the Registrable Securities a written request or requests that the Company file a registration statement on Form S-3 or any comparable or successor form thereto for a public offering of all or any portion of the shares of Registrable Securities held by such requesting Holder or Holders, the reasonably anticipated aggregate price to the public of which would exceed US $5,000,000 and (ii) the Company is a registrant entitled to use Form S-3 or any comparable or successor form thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any comparable or successor form thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registrable Securities specified in such notice. Whenever the Company is required by this Section 4.4 to use its best efforts to effect a the registration of Registrable Securities, each of the procedures and requirements set forth below, including but not limited to the requirement that the Company notify all Holders of Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering, shall apply to such registration. (b) The Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms; and to that end the Company shall register (whether or not required by law to do so) the Common Stock under the Exchange Act in accordance with the provisions of that Act following the effective date of the first registration of any related qualification securities of the Company on Form S-1 or compliance any comparable or successor form. (c) Following receipt of any notice under this Section 4.4, the Company shall immediately notify all Holders of Registrable Securities from whom notice has not been received and such Holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act, for public sale in accordance with respect the method of disposition specified in the notice from requesting Holders described in paragraph (a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other Holders within thirty (30) days after the receipt of such notice by such Holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.4 on four (4) occasions; provided, however, that such obligation shall be deemed satisfied only when a registration statement covering all shares of Registrable Securities specified in notices received as aforesaid (except to the extent reduced by the managing underwriter, if any, pursuant to Section 4.4(e)), for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective. (d) If the Holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.4 and the Company shall include such information in the written notice referred to in paragraph (c) above. The right of any Holder to registration pursuant to this Section 4.4 shall be conditioned upon such Holder's agreeing to participate in such underwriting and to permit inclusion of such Holder's Registrable Securities in the underwriting; provided, that, the Holders shall not be required to make any representation or warranty in the underwriting agreement in connection with such offering other than as to (i) their ownership and authority to transfer, free of liens, claims and encumbrances (other than those that arise under the terms of this Agreement), and (ii) the accuracy and completeness of any information furnished by them for inclusion in the registration statement. If such method of disposition is an underwritten public offering, the Holders of at least a majority in interest of the shares of Registrable Securities to be sold in such offering may designate the managing underwriter of such offering, which managing underwriter shall be reasonably acceptable to the Company. A Holder may elect to include in such underwriting all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:it holds. (ae) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such A registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, statement filed pursuant to this Section 2.3: 4.4 may, subject to the following provisions, include (1i) if Form S-3 is not available shares of Common Stock for such offering sale by the Holders; Company for its own account, (2ii) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed shares of Common Stock held by the President officers or directors of the Company stating thatand (iii) shares of Common Stock held by persons who by virtue of agreements with the Company are entitled to include such shares in such registration (the "Other Shareholders"), in each case for sale in accordance with the good faith judgment method of disposition specified by the Board of Directors of requesting Holders. If such registration shall be underwritten, the Company, such Form S-3 officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the Holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, then the shares of Common Stock held by officers or directors (other than Registrable Securities) of the Company or by Other Shareholders (other than Registrable Securities) and shares of Common Stock to be sold by the Company for its own account shall be excluded from such registration would to the extent so required by such managing underwriter, and unless the Holders of such shares and the Company have otherwise agreed in writing, such exclusion shall be detrimental applied first to the shares held by the directors and officers and the Other Shareholders to the extent required by the managing underwriter, then to the shares of Common Stock of the Company to be included for its own account to the extent required by the managing underwriter. If the managing underwriter determines that marketing factors require a further limitation of the number of Registrable Securities to be registered under this Section 4.4, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling Holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such Holder, officer, director or Other Shareholder may elect to withdraw therefrom by written notice to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other managing underwriter. The securities so requested to withdrawn shall also be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2withdrawn from registration.

Registration on Form S-3. At (a) In addition to the rights provided in Sections 3.3 and 3.4, subject to a limit of one (1) registration hereunder in any six (6) month period by holders of Registrable Series D Securities and one (1) registration hereunder in any six (6) month period by holders of other Registrable Securities, if at any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, (i) any holder or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders holders of the Registrable Securities a written request or requests that the Company effect file a registration statement on Form S-3 and or any related qualification comparable or compliance with respect to all or successor form thereto for a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution public offering of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such any portion of the shares of Registrable Securities held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of any other Holder or Holders joining in such request as are specified in a written request given within fifteen which would exceed $1,000,000, and (15ii) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated is a registrant entitled to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if use Form S-3 is not available for or any comparable or successor form thereto to register such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statementshares, then the Company shall have use its best efforts to register under the right Securities Act on Form S-3 or any comparable or successor form thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registrable Securities specified in such notice. Whenever the Company is required by this Section 3.5 to defer use its best efforts to effect the filing registration of Registrable Securities, each of the Form S-3 registration statement with respect procedures and requirements of Section 3.3, including but not limited to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, requirement that the Company may notify all holders of Registrable Securities from whom notice has not exercise been received and provide them with the opportunity to participate in the offering, shall apply to such right more than once in any twelve-month period; (3) if such registration, PROVIDED, HOWEVER, that except as provided above, there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 3.5. (b) The Company shall use commercially reasonable efforts to qualify for registration statement covers an offering on Form S-3 or any comparable or successor form or forms; and to that end the Company shall register (whether or not required by law to do so) the Common Stock under the Exchange Act in accordance with the provisions of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after that Act following the effective date of a the first registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, of any securities of the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request on Form S-1 or requests of the Holdersany comparable or successor form. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2* = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

Registration on Form S-3. At any time after (a) After the Initial Public Offering and when the Company becomes is eligible to register Registrable Securities for resale file a registration statement on Form S-3, or any similar comparable or successor form subsequently adopted thereto, one or more of the holders of Registrable Securities constituting at least 33-1/3% of the total shares of Registrable Securities then outstanding, may, on one occasion only, request that the Company file a registration statement on Form S-3, or any comparable or successor form thereto, for a public offering of all or any portion of the shares of Registrable Securities held by such requesting holder or holders. Upon the receipt of notice of such request, the Company shall use its best efforts to register under the Securities Act on Form S-3, or any comparable or successor form thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registrable Securities specified in such notice. (b) Following receipt of any notice under Section 4.1(a), the Company shall immediately notify all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities and Exchange Commission pursuant to this Section 4.1 on one (“SEC”1) which permits incorporation occasion only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering all shares of substantial information Registrable Securities specified in notices received as aforesaid (except to the extent reduced by reference the managing underwriter, if any, pursuant to other documents Section 4.1(d)), for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after the effective date of a registration statement filed by the Company with covering a firm commitment underwritten public offering and prior to the SEC later to occur of the completion of the period of distribution for such offering or 180 days after the effective date of such registration statement. (“Form S-3”)c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, if they shall so advise the Company as a part of their request made pursuant to this Section 4.1 and the Company shall receive from one or more Holder or Holders include such information in the written notice referred to in paragraph (b) above. The right of the any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities a written request or requests that in the underwriting. If such method of disposition is an underwritten public offering, the Company effect a registration on Form S-3 and any related qualification or compliance with respect may designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:it holds. (ad) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such A registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, statement filed pursuant to this Section 2.3: 4.1 may, subject to the following provisions, include (1i) if Form S-3 is not available shares of Common Stock for such offering sale by the Holders; Company for its own account, (2ii) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed shares of Common Stock held by the President of the Company stating that, in the good faith judgment of the Board of Directors officers or directors of the Company, and (iii) shares of Common Stock held by persons (“Other Stockholders”) having “piggyback” registration rights to have such Form S-3 shares of Common Stock included in such registration, in each case for sale in accordance with the method of disposition specified by the requesting holders. If such registration would shall be detrimental underwritten, the Company, such officers and directors and such Other Stockholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers and directors and such Other Stockholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, then the shares of Common Stock held by officers or directors (other than Registrable Securities) of the Company and shares of Common Stock to be sold by the Company for its own account shall be excluded from such registration to the extent so required by such managing underwriter, and, unless the holders of such shares and the Company have otherwise agreed in writing, such exclusion shall be applied first to the shares held by the directors and officers to the extent required by the managing underwriter, then to the shares of Common Stock of the Company to be included for its own account to the extent required by the managing underwriter. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities and shares of Common Stock held by Other Stockholders to be registered under this Section 4.1, then such Registrable Securities and such shares of Common Stock held by Other Stockholders shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities and shares of Common Stock: No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer or director or Other Stockholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other managing underwriter. The securities so requested to withdrawn shall also be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2withdrawn from registration.

Registration on Form S-3. At any time (a) Parent shall use its best efforts to prepare and file with the SEC within 30 days after the Company becomes eligible to register Registrable Securities for resale Effective Date, a registration statement on Form S-3, if available (or any similar form subsequently adopted by the Securities successor form) covering all Registrable Securities; provided, that each Holder shall provide all such information and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the 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 materials regarding such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and take all such qualifications and compliances action as may be so requested required by a Holder under applicable laws and as would regulations in order to permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together Parent to comply with all or such portion applicable requirements of the Registrable Securities of Act and the Exchange Act and to obtain any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President desired acceleration of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing effective date of such registration statement, then such provision of information and materials to be a condition precedent to the Company obligations of Parent pursuant to this Declaration to register the Registrable Securities held by each such Holder. The offerings made pursuant to such registration shall have not be underwritten. (b) Parent shall (i) use its best efforts to prepare and file with the right to defer SEC the filing of the Form S-3 registration statement in accordance with Section 2 (a) hereof with respect to the Registrable Securities and shall use its best efforts to cause such offering for a period registration statement to become effective as promptly as practicable after filing and to keep such registration statement effective until the sooner to occur of not more than ninety (90A) days from receipt by the Company date on which all Registrable Securities included within such registration statement have been sold or (B) the one-year anniversary of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month perioddate of filing; (3ii) if prepare and file with the SEC such Form S-3 amendments to such registration statement covers an offering and amendments or supplements to the prospectus used in connection therewith as may be necessary to comply with the provisions of less than $500,000 the Securities Act with respect to the sale or other disposition of Registrable Securitiesall securities registered by such registration statement; (4iii) if furnish to each Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 requirements of the Securities Act; or (5) during , and such other documents, as each Holder may reasonably request in order to effect the period ending on a date one hundred eighty (180) days after the effective date offering and sale of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered offered and sold, but only while Parent shall be required under the provisions hereof to cause the registration statement to remain effective; (iv) use its best efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as soon as practicable each Holder shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable each Holder to consummate the public sale or other disposition of such Registrable Securities in such jurisdictions; and (v) notify each Holder, promptly after receipt it shall receive notice thereof, of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.the

Registration on Form S-3. At any time after (i) The Company will use its best efforts to qualify for the Company becomes eligible to register Registrable Securities for resale registration of its securities on Form S-3, S-3 (or any similar form subsequently adopted by the Securities and Exchange Commission successor form). Subject to paragraph (“SEC”h) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”)this Appendix C, if the Company shall receive from one or more Holder or Holders of the Registrable Securities a written request or requests that the Company effect file a registration Registration Statement on Form S-3 (or any successor form) for a public offering of Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and any related qualification or compliance with respect commissions, would exceed $500,000, and the Company is a registrant entitled to all or a part of use Form S-3 to register the Registrable Securities owned by for such Holder or Holdersan offering, the Company will: (a) promptly give written notice of shall use its best efforts to cause such Registrable Shares to be registered for the proposed registration, offering on such form and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect cause such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified to be qualified in such jurisdictions as the Holder may reasonably request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated required to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; more than two (2) if such registrations at the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President request of the Holder. The Company stating that, shall prepare and file any 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 good faith judgment provisions of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement Securities Act with respect to such offering for a period the disposition of not more than ninety (90) days from receipt by all the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (cii) Subject to Notwithstanding the foregoing, the Company shall file a registration statement covering not be obligated to take any action pursuant to this section (c): (A) if the Registrable Securities and other securities so requested to be registered as soon as practicable after Company, within ten days of the receipt of the request or requests of the Holders. Registrations effected Holder pursuant to this Section 2.3 shall (c)(i) above, gives notice of its bona fide intention to effect the filing of a Registration Statement with the U.S. Securities and Exchange Commission within ninety days of receipt of such request, (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not be counted as demands appropriate for the registration effected pursuant of Registrable Securities); or (B) during the period starting with the date sixty days prior to Section 2.2the Company's estimated date of filing of, and effective date of any Registration Statement pertaining to Securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable effort to cause such Registration Statement to become effective.

Registration on Form S-3. At any time after Parent shall, (a) within 60 calendar days following the Company becomes eligible to register Registrable Securities for resale on Form S-3Closing Date, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the Registrable Securities a written request or requests that the Company effect file a registration statement on Form S-3 and any related qualification or compliance with respect to all or a part covering the resale of the Registrable Securities owned by such Holder or Holders, shares of Parent Common Stock included in the Company will: (a) promptly give written notice of the proposed registration, Consideration Shares and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect thereafter use its commercially reasonable efforts to cause such registration and all such qualifications and compliances statement to become effective under the Securities Act as may be so requested and promptly as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Companypossible; provided, however, that the Company Parent shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) registration if Form S-3 is not available for such offering by the Holders; Shareholders. Following such registration statement becoming effective, Parent shall (i) use commercially reasonable efforts to keep such registration statement effective for a period of up to two (2) years thereafter or, if earlier, until the Company furnishes distribution contemplated in such registration statement has been completed, (ii) prepare and file with the U.S. Securities and Exchange Commission 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 Holders requesting disposition of all securities covered by such registration statement and (iii) furnish to the Shareholders 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 the Shareholders may reasonably request in order to facilitate the disposition of such shares of Parent Common Stock owned by the Shareholders. It shall be a condition precedent to the obligations of Parent to take any registration action pursuant to this Section 2.3 5.15 with respect to such shares of Parent Common Stock owned by any Shareholder that such Shareholder shall furnish to Parent, within a certificate signed by reasonable period of time prior to the President of date on which Parent is required to file the Company stating that, registration statement described in the good faith judgment of the Board of Directors of the Companythis Section 5.15, such Form S-3 information regarding himself, herself or itself, such shares of Parent Common Stock held by it, and the intended method of disposition of such securities as shall be required to effect the registration would be detrimental to thereof. Parent shall pay all expenses incurred in connection with the Company preparation and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the including all registration and filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; providedfees and printer, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3legal and accounting fees related thereto. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”a) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the The Company shall receive from one or more Holder or Holders of the Registrable Securities a written request or requests that the Company effect a use its reasonable best efforts to qualify for registration on Form S-3 or any comparable or successor form; and any related qualification to that end the Company shall register (whether or compliance not required by law to do so) the Common Stock under the Exchange Act, in accordance with respect to all or a part the provisions of the Exchange Act following the effective date of the first registration of any securities of the Company on Form S-1 or any comparable or successor form. After the Company has qualified for the use of Form S-3, in addition to the rights contained in this Agreement, the Holders of Registrable Securities owned shall have the right to request one (1) registration on Form S-3 (such request 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 in no event shall the Company be required to register shares with an aggregate market value (measured at the time of the receipt by the Company of such request) of less than $5,000,000. Upon the receipt of a request under this Section 4, the Company will:shall: 3 - 3 - (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders; and (bii) as soon as practicable, use all reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) thirty days after receipt of such written notice from the Company; provided. If the underwriter managing the offering advises the Holders who have requested inclusion of their Registrable Securities in such registration that marketing considerations require a limitation on the number of shares offered, however, that such limitation shall be imposed pro rata among such Holders who requested inclusion of Registrable Securities in such registration according to the number of Registrable Securities each such Holder requested to be included in such registration. Neither the Company nor any other shareholder may include shares in a registration effected under this Section 4 without the consent of the Holders holding a majority of the Registrable Securities sought to be included in such registration if the inclusion of shares by the Company or the other shareholders would limit the number of Registrable Securities sought to be included by the Holders or reduce the offering price thereof. No registration initiated by Holders hereunder shall not be obligated to effect any such registration, qualification or compliance, count as a registration under this Section 4 unless and until it shall have been declared effective. (b) The Company shall select the underwriter for an offering made pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At a. If any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities a written request or requests that the reasonably anticipated aggregate price to the public of which, gross of underwriting discounts and commissions, would exceed $500,000, and the Company effect is a registration on registrant entitled to use Form S-3 and any related qualification or compliance with respect to all or a part of register the Registrable Securities owned by for such Holder or Holdersan offering, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, shall use its reasonable commercial efforts to all other Holders; and (b) as soon as practicable, effect cause such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Companymay reasonably request; provided, however, that the Company shall not be obligated required to effect any such registration, qualification or compliance, more than two registrations pursuant to this Section 2.3: 1.7 in any twelve (112) if Form S-3 is not available for such offering by the Holdersmonth period; (2) if provided that the Company furnishes shall use reasonable commercial efforts to the Holders requesting any file such registration pursuant statement within forty-five (45) days after such request and shall use reasonable commercial efforts to this Section 2.3 a certificate signed by the President obtain effectiveness of the Company stating that, in the good faith judgment such registration statement within ninety (90) days of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company . The substantive provisions of Section 1.6(b) shall have the right be applicable to defer the filing of the Form S-3 each underwritten registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities initiated under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.31.7. (c) Subject to b. Notwithstanding the foregoing, the Company shall file not be obligated to take any action pursuant to this Section 1.7: (i) in any particular jurisdiction in which the Company would be required to execute a registration statement covering general consent to service of process in effecting such registration, qualification or compliance unless the Registrable Company is already subject to service in such jurisdiction and except as may be required by the Securities and other securities so requested to be registered as soon as practicable after Act; (ii) if the Company, within ten (10) days of the receipt of the request or requests of the initiating Holders. Registrations effected pursuant , gives notice of its bona fide intention to this Section 2.3 shall not be counted as demands for effect the filing of a registration effected statement with the SEC within ninety (90) days of receipt of such request in which such Holders can exercise their rights pursuant to Section 2.21.6 hereof; or (iii) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date one hundred twenty (120) days immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective.

Registration on Form S-3. At (a) If any time after Initiating Holder requests that the Company becomes eligible to register Registrable Securities for resale file a registration statement on Form S-3, S-3 (or any similar successor form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders ) for a public offering of the Registrable Securities a written request or requests that the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $250,000, and the Company effect a registration on is then entitled to use Form S-3 and any related qualification or compliance with respect under applicable Commission rules to all or a part of register the Registrable Securities owned by for such Holder or Holdersan offering, the Company will: (ashall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the Holder or Holders may reasonably request. The substantive provisions of Section 1.2(b) promptly give written notice of the proposed registration, and any related qualification or compliance, shall be applicable to all other Holders; andeach registration initiated under this Section 1.4. (b) as soon as practicableNotwithstanding the foregoing, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect take any such registration, qualification or compliance, action pursuant to this Section 2.31.7: (1i) if Form S-3 the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not available appropriate for such offering by the Holdersregistration of Registrable Securities); (2ii) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) if the Company furnishes shall furnish to the Holders requesting any registration pursuant to this Section 2.3 such Holder a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration it would be seriously detrimental to the Company and that it is or its shareholders for registration statements to be filed in the best interests of the Company to defer the filing of such registration statementnear future, then the Company shall have the right Company's obligation to defer the filing of the Form S-3 registration statement with respect use its best efforts to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering shall be deferred for a period not to exceed 120 days from the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for file such registration effected pursuant to Section 2.2by such Holder.

Registration on Form S-3. At (a) If any time after Holder or Holders request that the Company becomes eligible file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Regis trable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for resale on Form S-3such an offering, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the Holder or Holders of the 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 Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such reasonably request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be required to effect more than two registrations pursuant to this Section 1.7. The substantive provisions of Section 1.5(b) shall be applicable to a registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any action pursuant to this Section 1.7: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, pursuant compliance unless the Company is already subject to this Section 2.3: service in such jurisdiction and except as may be required by the Act; (1ii) if Form S-3 the Company, within ten (10) days of the receipt of the request of the initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not available appropriate for the registration of Registrable Securities) provided that the Company is actively employing in good faith all reasonable efforts to cause such offering by the Holdersregistration statement to become effective; (2iii) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company furnishes shall furnish to the Holders requesting any registration pursuant to this Section 2.3 such Holder a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration it would be seriously detrimental to the Company and that it is in the best interests of the Company or its shareholders for registration statements to defer the filing of be filed at such registration statementtime, then the Company shall have the right Company's obligation to defer the filing of the Form S-3 registration statement with respect use its best efforts to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering shall be deferred for a period not to exceed 90 days from the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for file such registration effected pursuant to Section 2.2by such Holder.

Registration on Form S-3. At any time after (a) Subject to receipt of necessary information from the Pequot Stockholders, the Company becomes eligible to register Registrable Securities for resale on Form S-3will, or any similar form subsequently adopted by as soon as practical but in no event later than 30 days following the Securities date hereof, prepare and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company file with the SEC (“a Registration Statement on Form S-3”), if the Company shall receive from one or more Holder or Holders S-3 to permit a public offering and resale of the Registrable Securities under the Securities Act on a written request or requests continuous basis under Rule 415. The Company acknowledges that the plan of distribution contemplated by such Registration Statement shall include offers and sales through underwriters or agents, offers and sales directly to investors, block trades and such other methods of offer and sale as the Pequot Stockholders shall request. The Company effect a will use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC within 90 days following the date hereof. The Company will cause such Registration Statement to remain effective until such time as all of the shares of Common Stock designated thereunder are sold or the holders thereof are entitled to rely on Rule 144(k) for sales of Registrable Securities without registration on Form S-3 under the Securities Act and any related qualification or without compliance with respect the public information, sales volume, manner of sale or notice requirements of Rule 144(c), (e), (f) or (h). The Company will pay all Registration Expenses of each registration of Registrable Securities pursuant to this Section 3. The number of shares of Common Stock designated in the Registration Statement shall be equal to the sum of the number of shares of Common Stock issuable upon (a) the conversion of the Notes and the Series A Preferred Stock (including Series A Preferred Stock issued on conversion of the Notes) and (b) the exercise of the Warrants held by or issuable to the Pequot Stockholders. The Company acknowledges that at the time the Company files the Registration Statement pursuant to this Section 3 the number of Registrable Securities will not be fixed due to the antidilution and other provisions related to the Notes, Shares and Warrants ("Adjustment Provisions"). Accordingly, the Company agrees that it will register the number of shares of Common Stock issuable on conversion of the Notes and the Series A Preferred Stock (including Series A Preferred Stock issuable on conversion of the Notes) and on the exercise of the Warrants held by or issuable to the Pequot Stockholders as of the date hereof. The Company agrees that, thereafter, it will file, within a reasonable period of time after all or a part of the Registrable Securities owned are not covered by such Holder or Holders, Registration Statement (due to the Company will: (a) promptly give written notice effect of the proposed registrationAdjustment Provisions) such amendments and/or supplements to the Registration Statement, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities additional Registration Statements as are specified necessary in such request, together with all or such portion order to ensure that at least 100% of the Registrable Securities number of any other Holder shares of Common Stock issuable on conversion of the Notes and the Series A Preferred Stock (including Series A Preferred Stock issuable on conversion of the Notes) and on the exercise of the Warrants held by or Holders joining in such request as issuable to the Pequot Stockholders are specified included in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3Registration Statement. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At any time after (a) After its initial public offering, the Company becomes eligible shall use its best efforts to register Registrable Securities qualify for resale registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, or any similar form subsequently adopted by in addition to the Securities and Exchange Commission rights contained in the foregoing provisions of this Section 1, the holders of at least (“SEC”X) which permits incorporation thirty percent (30%) of substantial information by reference to other documents filed by the Company with the SEC Registrable Securities, or, (“Form S-3”), if the Company shall receive from one or more Holder or Holders Y) a majority of the Registrable Securities a written held by the BSC Investors, have the right to request or requests that the Company effect a registration registrations on Form S-3 (such requests shall be in writing and any related qualification or compliance with respect to all or a part shall state the number of the shares of Registrable Securities owned to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration if (i) the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, qualification propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $1,000,000, or compliance(ii) in the event the Company shall furnish the certification described in paragraph 1.2(b)(ii) (but subject to the limitations set forth therein), or (iii) the Company has, within the six (6) month period preceding the date of such request already effected one registration on Form S-3 for the Holders pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering 1.5." 3. Each of the undersigned BSC Investors, by the Holders; (2) if the Company furnishes execution hereof, covenant and agrees to become a party to the Holders requesting any registration pursuant Original Agreement attached hereto as EXHIBIT C and hereby undertakes all of the representations, warranties, obligations and duties of an "Investor" and "Holder" under the Original Agreement and agrees to this Section 2.3 a certificate signed be bound by the President provisions of the Company stating thatOriginal Agreement. 4. Except as modified by this Amendment, all other terms and conditions in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would Original Agreement shall remain in full force and effect and this Amendment shall be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt governed by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3all provisions thereof. (c) Subject to the foregoing5. This Amendment may be executed in separate counterparts, the Company all of which taken together shall file constitute a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2single instrument.

Registration on Form S-3. At If at any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission holders of at least twenty percent (“SEC”20%) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the Registrable Securities a written Shares then owned beneficially or of record by Investors and Investor Transferees request or requests that the Company effect file a registration statement on Form S-3 and or any related qualification or compliance with respect to all or successor thereto for a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution public offering of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such any portion of the Registrable Securities Shares held by such requesting holder or holders, the reasonably anticipated aggregate price to the public (net of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15underwriting discounts and commissions) days after receipt of such written notice from the Company; providedwhich would exceed $2,000,000, however, that and the Company shall not be obligated is a registrant entitled to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if use Form S-3 is not available for or any successor thereto to register such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statementshares, then the Company shall have use all commercially reasonable efforts to register under the right Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of Registrable Shares specified in such notice. Whenever the Company is required by this Section 1.5 to defer use all reasonable efforts to effect the filing registration of Registrable Shares, each of the procedures and requirements of Section 1.3 (including but not limited to the requirement that the Company notify all holders of Registrable Shares and Comcast Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. The Company shall be obligated to register Registrable Shares and Comcast Shares pursuant to this Section 1.5 on two occasions; PROVIDED, HOWEVER, that such obligation shall be deemed satisfied only when a registration statement or statements covering all shares of Registrable Shares and Comcast Shares specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective. The Company will use its commercially reasonable efforts to maintain the effectiveness of any Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible up to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date or such earlier time as all of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities Shares and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2Comcast Shares have been sold.

Registration on Form S-3. At (a) If at any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, (i) a Member or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the Registrable Securities a written Members request or requests that the Company effect file a registration statement on Form S-3 and or any related qualification or compliance with respect to all or successor thereto for a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution public offering of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such any portion of the Registrable Securities securities held by such requesting Member or Members, the reasonably anticipated aggregate price of any other Holder or Holders joining in such request as are specified in a written request given within fifteen securities to the public of which would exceed $ 1,000,000, and (15ii) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated is a registrant entitled to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if use Form S-3 is not available for or any successor thereto to register such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statementsecurities, then the Company shall have use its best efforts to register under the right Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of securities specified in such notice. (b) Following receipt of any notice under this Section 3, the Company shall immediately notify all Members from whom notice has not been received and shall use its best efforts to defer register under the filing Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of securities specified in such notice (and in all notices received by the Company from other Members within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the holders of a majority of the shares of common stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. (c) The Company shall be entitled to include in any registration statement referred to in this Section 3, for sale in accordance with the method of disposition specified by the requesting holders, securities to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the securities to be sold. Except for registration statements on Form S-3 X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to such offering its Common Stock, whether for a period its own account or that of not more than ninety (90) days other stockholders, from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected a notice from requesting holders pursuant to this Section 2.3 shall not be counted as demands for 3 until the completion of the period of distribution of the registration effected pursuant to Section 2.2contemplated thereby.

Registration on Form S-3. The Company shall take reasonable actions to qualify for the use of Form S-3 or any comparable or successor form or forms of the Commission within twelve (12) months of its First Public Offering; and to that end the Company shall take reasonable actions to register (whether or not required by law to do so) the Common Stock under the Exchange Act, in accordance with the provisions of the Exchange Act following the effective date of the registration of Equity Securities of the Company on Form S-1. At any time after when the Company becomes eligible to register Registrable Securities is qualified for resale on the use of Form S-3, or any similar form subsequently adopted by in addition to the Securities rights contained in the foregoing provisions of this Section 7, and Exchange Commission provided that at such time the Holders continue to hold at least ten percent (“SEC”10%) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the Registrable Securities a written initially issuable to them upon conversion of the Shares initially acquired by them pursuant to the Purchase Agreement, the Holders of Registrable Securities shall have the right to request or requests that the Company effect a registration registrations on Form S-3 and any related qualification or compliance with respect to all or a part (by written request stating the number of the shares of Registrable Securities owned to be disposed of and the intended method of disposition of such shares by such Holder or Holders), subject only to the Company willfollowing: (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such No request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to made under this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 7.6 shall require a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect requested therein to such offering for a period of not more than become effective prior to ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration statement filed by the Company covering the First Public Offering; and (ii) The Company shall not be required to effect a registration pursuant to Section 2.2 hereof or this Section 2.3. 7.6 unless (ca) the Registrable Securities requested to be registered pursuant to this Section 7.6 have a proposed public offering price of $500,000 or more; and (b) the Company has not completed a registration on Form S-3 within the preceding twelve (12) month period. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 7.6 and shall provide a reasonable opportunity for other Holders to participate in the registration, and, if the intended method of disposition specified as aforesaid is an underwritten public offering, participation by the Company and other holders of Common Stock shall be on the basis set forth in Section 7.4(b) above. Subject to the foregoing, the Company shall file a will use its best efforts to effect promptly the registration statement covering the of all shares of Registrable Securities and other securities so on Form S-3 to the extent requested to be registered as soon as practicable after receipt by the Holder or Holders thereof for purposes of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2disposition.

Registration on Form S-3. At any time after (a) After the Company becomes eligible to register Registrable Securities has qualified for resale on the use of Form S-3, or any similar form subsequently adopted by in addition to the Securities and Exchange Commission (“SEC”) which permits incorporation rights contained in the foregoing provisions of substantial information by reference to other documents filed by this Agreement, the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders Investors holding at least 10% of the Registrable Securities a written not previously registered shall have the right to request or requests that the Company effect a registration on Form S-3 (such requests shall be in writing and any related qualification or compliance with respect to all or a part shall state the number of the Registrable Securities owned to be sold by such Holder or HoldersInvestors and the intended method of disposition). As soon as practicable after receiving such request, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, shall effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and all such qualifications and compliances as may be so requested and appropriate compliance with the Securities Act) as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining requested to be included in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Companyregistration; provided, however, that the Company shall not be obligated to effect effect, or take any action to effect, any such registration, qualification or compliance, pursuant to this Section 2.3: registration if (1i) if Form S-3 is not then available for use in such offering by the Holdersoffering; (2ii) if the anticipated aggregate offering price, without regard to underwriting discounts and commissions, is not reasonably expected to exceed $3,000,000; (iii) the Company furnishes shall furnish to the Holders requesting any registration pursuant to this Investors the certification described in Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental 2(c) (but subject to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then limitations set forth therein); (iv) the Company shall have the right to defer the filing of the already completed two registrations on Form S-3 registration statement with respect to during the prior 12 months (counting for this purpose only registrations which have been declared or ordered effective); (v) the sale of Registrable Securities in such offering for a period of not more than ninety (90) days from receipt by would occur in any jurisdiction in which the Company would be required to qualify to do business (and in which it would not otherwise be required to qualify but for the sale of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible or to sell their Registrable Securities under Rule 144 file a general consent to service of the Securities Actprocess; or (5vi) the sale of Registrable Securities in such offering would occur during any period starting on the period effective date of any registration statement of the Company (other than such Form S-3) and ending on a date one hundred eighty (180) 180 days after the effective date of a such registration pursuant to Section 2.2 hereof or this Section 2.3statement. (cb) Subject to Regardless of whether any Investor has completed the foregoingsale of its Registrable Securities covered by a Form S-3, if, at any time after the effective date of such Form S-3, the Company shall file notifies such Investor that such Form S-3 includes an untrue statement of a registration statement covering 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, then the Company may require such Investor to cease such Investor's sales of Registrable Securities and other securities so requested covered by such Form S-3 until such time as the Company files an amendment to such Form S-3 correcting such untrue statement or including such material fact, which amendment shall be registered as soon as practicable filed by the Company no later than 90 days after receipt the date of the request or requests of the Holders. Registrations effected pursuant Company's notice given to such Investor under this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.24(b).

Registration on Form S-3. At any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3(a) After its initial public offering, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the Registrable Securities a written request or requests that the Company effect a use its best efforts to qualify for registration on Form S-3 and any related qualification comparable or compliance with respect successor form or forms. After the Company has qualified for the use of Form S-3, in addition to all or a part the rights contained in the foregoing provisions of this Section 2, the Holders of Registrable Securities owned shall have the right to request registrations on Form S-3 (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) (the Holders making such request, hereafter the "Initiating Holders"); provided, however, that the Company shall not be obligated to effect any such registration if (i) the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than US $500,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 2.4 (c)(ii) hereof (but subject to the limitations set forth therein). (b) If a request complying with the requirements of Section 2.4(a) hereof is delivered to the Company, the Company will: (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders; and (bii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws, and all such qualifications and compliances as may be so requested appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given received by the Company within fifteen twenty (1520) days after receipt of such written notice from the Company; provided, however, that the Company is mailed or delivered. The Company shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification or compliance, Registration pursuant to this Section 2.3: 2.4: (1A) if Form S-3 is not available for such offering by the Holders; (2) if In any particular jurisdiction in which the Company furnishes would be required solely as a result of such Registration to the Holders requesting any registration pursuant execute a general consent to this Section 2.3 a certificate signed by the President service of process in effecting such registration, qualification, or compliance, unless the Company stating that, is already subject to service in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would jurisdiction and except as may be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt required by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or and (5B) during During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of of, a registration pursuant Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to Section 2.2 hereof or this Section 2.3cause such Registration Statement to become effective. (c) Subject to the foregoinglimitations set forth in Section 2.4(a) and the foregoing clauses (A) and (B), the Company shall file a registration statement Registration Statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders; provided, however, that if (i) in the good faith judgment of the board of directors of the Company, such registration would be seriously detrimental to the Company and the board of directors of the Company concludes, as a result, that it is essential to defer the filing of such Registration Statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such Registration Statement, then the Company shall have the right to defer such filing for the period during which such disclosure would be seriously detrimental, provided that (except as provided in clause (B) above) the Company may not defer the filing for a period of more than sixty (60) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve (12) month period; and provided further, that during such sixty (60) day period the Company shall not file a registration statement with respect to the public offering of securities of the Company. Registrations effected The Registration Statement filed pursuant to this the request of the Initiating Holders may, subject to the provisions of Section 2.3 shall not be counted as demands 2.4(b), include other securities of the Company with respect to which registration rights have been granted, and may include securities of the Company being sold for registration effected pursuant to Section 2.2the account of the Company.

Registration on Form S-3. At any time after the (a) The Company becomes eligible shall use its best efforts to register Registrable Securities qualify for resale registration on Form S-3, S-3 or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if comparable or successor form. To that end the Company shall receive from one register (whether or more not required by law to do so) the Common Stock under the Exchange Act in accordance with the provisions of the Exchange Act following the effective date of the first registration of any securities of the Company on Form S-1 or any comparable or successor form or form. (b) If any Holder or Holders of not less than twenty percent (20%) of the Registrable Securities a written request or requests that the Company effect file a registration statement on Form S-3 and (or any related qualification or compliance with respect successor form to all or Form S-3) for a part public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $250,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities owned by for such Holder or Holdersan offering, the Company will: shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form. The Company will (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders; and , and (bii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and all such qualifications appropriate compliance with applicable regulations issued under the Securities Act and compliances any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given received by the Company within fifteen thirty (1530) days after receipt of such written notice from the Company; provided. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (c) Notwithstanding the foregoing, however, that the Company shall not be obligated to effect take any action pursuant to this Section 1.7: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliancecompliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) during the period starting with the date sixty (60) days prior to the filing of, pursuant and ending on the earlier of (x) one year from the date sixty (60) days prior to this Section 2.3: the Company's date of filing of, or (1y) if Form S-3 a date six (6) months following the effective date of, a registration statement (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not available appropriate for the registration of Registrable Securities), provided that the Company is actively employing in good faith all reasonable efforts to cause such offering by the Holdersregistration statement to become effective; or (2iii) if the Company furnishes shall furnish to the Holders requesting any registration pursuant to this Section 2.3 such Holder a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the CompanyDirectors, such Form S-3 registration it would be seriously detrimental to the Company and that it is or its shareholders for registration statements to be filed in the best interests of the Company to defer the filing of such registration statementnear future, then the Company shall have the right Company's obligation to defer the filing of the Form S-3 use its best efforts to file a registration statement with respect to such offering shall be deferred for a period of not more than to exceed ninety (90) days from the receipt by the Company of the request to file such registration by the Initiating Holdersuch Holder or Holders; provided, however, that the Company may not exercise such utilize this right more than once twice in any twelve-twelve (12) month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At (a) A Holder or Holders may request in writing that Parent file, at any time after the Company becomes eligible to register Registrable Securities for resale April 9, 1998 but before July 31, 1998, a registration statement on Form S-3, S-3 (or any similar successor form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders ) for a public offering of the Registrable Securities a written request Securities, the reasonably anticipated aggregate price to the public of which would exceed $3,000,000 (or requests that any lesser amount if the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part aggregate number of the Registrable Securities owned by to be included in such Holder or Holders, registration is not less than 200,000 shares). Parent shall use its best efforts to cause such Registrable Securities to be registered for the Company will: offering on such form. Parent will (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders; and , and (bii) as soon as practicable, use its best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given received by Parent within fifteen (15) days after receipt of such written notice from Parent. The substantive provisions of Section 2(b) shall be applicable to the Company; providedregistration initiated under this Section 4(a), howeverwith the exception that Parent shall have no obligation to maintain the effectiveness of such registration beyond the first anniversary of the Effective Time. (b) Notwithstanding the foregoing, that the Company Parent shall not be obligated to effect take any action pursuant to this Section 4: (i) in any particular jurisdiction in which Parent would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, pursuant compliance unless Parent is already subject to this Section 2.3: service in such jurisdiction and except as may be required by the Securities Act; (1ii) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes Parent shall furnish to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company Parent stating that, in the good faith judgment of the Board of Directors of the CompanyDirectors, such Form S-3 registration it would be seriously detrimental to the Company and that it is Parent or its stockholders for registration statements to be filed in the best interests of the Company to defer the filing of such registration statementnear future, then the Company shall have the right Parent's obligation to defer the filing of the Form S-3 registration statement with respect use its best efforts to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering shall be deferred for a single period not to exceed forty-five (45) days from the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request to file such registration by a Holder or requests of Holders; or (iii) in the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2event that Parent notifies the Holders that it has determined, in consultation with legal counsel, that restrictions on transfer are no longer applicable under United States securities laws and such Registrable Securities are then freely tradeable.

Registration on Form S-3. The Company shall take reasonable actions to qualify for the use of Form S-3 or any comparable or successor form or forms of the Commission within twelve (12) months of its First Public Offering; and to that end the Company shall take reasonable actions to register (whether or not required by law to do so) the Common Stock under the Securities Exchange Act of 1934, as amended (the "Exchange Act") in accordance with the provisions of the Exchange Act following the effective date of the registration of Equity Securities of the Company on Form S-1. At any time after when the Company becomes eligible to register Registrable Securities is qualified for resale on the use of Form S-3, or any similar form subsequently adopted by in addition to the Securities rights contained in the foregoing provisions of this Section 7, and Exchange Commission provided that at such time the Holders continue to hold at least ten percent (“SEC”10%) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the Registrable Securities a written initially issuable to them upon conversion of the shares of Series A Preferred initially acquired by them pursuant to the Series A Purchase Agreement, the Holders of Registrable Securities shall have the right to request or requests that the Company effect a registration registrations on Form S-3 and any related qualification or compliance with respect to all or a part (by written request stating the number of the shares of Registrable Securities owned to be disposed of and the intended method of disposition of such shares by such Holder or Holders), subject only to the Company willfollowing: (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such No request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to made under this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 7.6 shall require a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect requested therein to such offering for a period of not more than become effective prior to ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration statement filed by the Company covering the First Public Offering; and (ii) The Company shall not be required to effect a registration pursuant to Section 2.2 hereof or this Section 2.3. 7.6 unless (cA) the Registrable Securities requested to be registered pursuant to this Section 7.6 have a proposed public offering price of $500,000 or more; and (B) the Company has not completed a registration on Form S-3 within the preceding twelve (12) month period. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 7.6 and shall provide a reasonable opportunity for other Holders to participate in the registration, and, if the intended method of disposition specified as aforesaid is an underwritten public offering, participation by the Company and other holders of Common Stock shall be on the basis set forth in Section 7.4(b) above. Subject to the foregoing, the Company shall file a will use its best efforts to effect promptly the registration statement covering the of all shares of Registrable Securities and other securities so on Form S-3 to the extent requested to be registered as soon as practicable after receipt by the Holder or Holders thereof for purposes of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2disposition.

Registration on Form S-3. At any time after In case the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company Borrower shall receive from one or more any Holder or Holders of the Registrable Securities a written request or requests that the Company Borrower effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) Borrower will promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, Holders of Registrable Securities. The Borrower will use its best efforts to expeditiously effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen ten (1510) days after receipt of such written notice from the CompanyBorrower; provided, however, that the Company Borrower shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 2.3: 9.02(c): (1i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders; , or (2ii) if the Company furnishes Holders, together with the holders of any other securities of the Borrower entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000, or (iii) if the Borrower shall furnish to such Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President Chairman of the Company Board stating that, that in the good faith judgment of the Board of Directors of the CompanyBorrower, such Form S-3 registration it would be seriously detrimental to the Company Borrower and that it is in the best interests of the Company to defer the filing of its shareholders for such registration statementstatement to be effected at such time, then in which event the Company Borrower shall have the right to defer the such filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from after receipt by the Company of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Initiating Holder; provided, however, that the Company may Borrower not exercise such right more than once in any twelve-twelve (12) month period; , or (3iv) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; the Borrower has already effected four (4) if registrations on Form S-3 for the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.29.02(c).

Registration on Form S-3. At (a) If any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the outstanding shares of Registrable Securities a written request or requests that the Company effect file a registration statement on Form S-3 and (or any related qualification or compliance with respect successor form to all or Form S-3) for a part public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which would exceed three million dollars ($3,000,000), and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities owned by for such an offering, the Company shall use its reasonable efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such Holder or Holders, the Holders may reasonably request. The Company will: shall (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders; and , and (bii) use its reasonable efforts to effect as soon as practicable, effect practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and all such qualifications appropriate compliance with applicable regulations issued under the Securities Act and compliances any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given received by the Company within fifteen (15) 15 days after receipt of such the written notice from the Company; provided. In the event the registration is proposed to be part of a firm commitment underwritten public offering, howeverthe substantive provisions of Section 5.1(c) shall be applicable to each such registration initiated under this Section 5.3. (b) Notwithstanding the foregoing, that the Company shall not be obligated to effect take any action pursuant to this Section 5.3: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, pursuant unless the Company is already subject to this Section 2.3: (1) if Form S-3 is not available for service in such offering jurisdiction and except as may be required by the Holders; Securities Act; (2ii) if the Company furnishes has effected two (2) or more such registrations pursuant to subparagraph 5.3(a) above in the Holders requesting any preceding twelve (12) months, or, if the Company has effected one such registration pursuant to this Section 2.3 subparagraph 5.1(a) above in the preceding twelve (12) months, and such registration(s) have been declared or ordered effective; (iii) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than (i) a registration relating solely to employee benefit plans, (ii) a registration relating solely to a Rule 145 transaction, (iii) a registration in which the only equity security being registered is capital stock issuable upon conversion of convertible (or exchange of exchangeable) debt securities which are also being registered, or (iv) any other registration not appropriate for inclusion of Registrable Securities), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration it would be seriously detrimental to the Company and that it is or its stockholders for registration statements to be filed in the best interests of the Company to defer the filing of such registration statementnear future, then the Company shall have the right Company’s obligation to defer the filing of the Form S-3 use its reasonable efforts to file a registration statement with respect to such offering shall be deferred for a period of not more than to exceed ninety (90) days from the receipt by the Company of the request to file such registration by the Initiating Holder; providedsuch Holder or Holders, however, provided that the Company may not exercise such this deferral right more than once twice in any twelve-month period; one year period (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration including pursuant to Section 2.2 hereof or this Section 2.35.1(b)(v)). (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At (a) If at any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or (i) any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Requesting Holders of the Registrable Securities a written request or requests that the Company effect file a registration statement on Form S-3 and or any related qualification or compliance with respect to successor thereto for a public offering of all or a part any portion of the Registrable Securities owned shares of Restricted Stock held by such Requesting Holder or Holders, the reasonably anticipated aggregate price to the public of which would exceed $[1,000,000], and (ii) the Company will: (a) promptly give written notice is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by Section 3.3 and this Section 3.5 to use its best efforts to effect the registration of Restricted Stock, each of the proposed registration, procedures and any related qualification or compliance, requirements of Section 3.3 shall apply to such registration with respect to all other Holders; andof the holders of Restricted Stock (including, but not limited to, the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering). (b) as soon as practicableNotwithstanding anything to the contrary set forth in this Agreement, effect such the Company's obligation under this Agreement to register Restricted Stock under the Securities Act on registration and all such qualifications and compliances as statements ("REGISTRATION STATEMENTS") may be so requested suspended in the event and during such period as would permit or facilitate the sale and distribution of all or unforeseen circumstances exist (such portion of such Holder’s or Holders’ Registrable Securities unforeseen circumstances being hereinafter referred to as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15"SUSPENSION EVENT") days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating thatwhich, in the good faith judgment opinion of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that make it is in the best interests of impractical or unadvisable for the Company to defer file the filing of Registration Statements or such registration statementother filings or to cause such to become effective; PROVIDED, then HOWEVER, the Company Company's obligation under this Agreement to register Restricted Stock on Registration Statements may not be suspended pursuant to this Section 3.5(b) more than once in a calendar year. Such suspension shall have the right to defer the filing of the Form S-3 registration statement with respect to continue only for so long as such offering event is continuing but in no event for a period of not more longer than ninety (90) days from receipt by days. The Company shall notify the Company holders of Restricted Stock of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in existence and nature of any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3Suspension Event. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. 5.1 If the first anniversary of the closing of the first underwritten public offering of shares of common stock of the Company occurs within the two-year period following the date of this Agreement, the Company shall use its best efforts to file and cause to become effective a so-called "shelf" registration statement on Form S-3, or successor form, covering all shares of common stock which are Common Shares held by Holders. The Company shall keep such registration statement effective until the fifth anniversary of the date of this Agreement or until all the Common Shares covered thereunder have been sold, whichever is earlier. 5.2 At any time after the Company becomes eligible to register Registrable Securities for resale file a registration statement on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference successor form, relating to other documents filed by the Company with the SEC (“Form S-3”)secondary offerings, if the shelf registration pursuant to 5.1 above is not required or has ceased to be effective, any Holder may notify the Company shall receive from one in writing that such Holder intends to offer or more Holder or Holders cause to be offered for sale its shares of common stock which are Common Shares having an aggregate offering price of not less than $500,000 (based on the then current public market price of the Registrable Securities a written Company's common stock) and request or requests that the Company effect a registration to cause such Common Shares to be registered on Form S-3 and S-3, or successor form, under the Securities Act for sale in accordance with the method of distribution specified in such notice. Upon any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holdersrequest, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) will use its best efforts as soon as practicable, effect practicable thereafter to prepare and file a registration statement on the appropriate form covering such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate Common Shares. Neither the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of Company nor any other Holder or Other Holder may include any securities in any such registration statement which relates to an underwritten offering unless the underwriter or underwriters managing the offering shall determine and advise in writing that such inclusion will not interfere with the marketing of the securities to be offered by the requesting Holder or Holders. The managing underwriter(s) of any such offering shall be chosen by the Holder exercising its rights hereunder, or if more than one such Holder is exercising such rights, by the Holder of the greatest number of Common Shares to be so included, provided that such managing underwriter(s) shall be reasonably satisfactory to the Company. Any Holder or Holders joining in intending to request a registration pursuant to hereto shall notify each other Holder of such request as are specified in a written at least 20 days prior to making the request given and shall permit each such other Holder to join such request provided that such other Holder, within fifteen (15) 10 days after of receipt of such written notice notification, so indicates its intention in writing to the Holder or Holders from which such notification was received. The Company, if requested, shall provide reasonable assistance in such notification process. If the Company; provided, however, underwriter managing such an offering shall determine that the number of Common Shares proposed to be included would interfere with the marketing of the same, then the number of Common Shares proposed to be included in such registration statement shall be reduced to the extent deemed appropriate by such managing underwriter pro rata among the Holders joining such request in proportion to the number of existing Common Shares then held by each, including shares which may be acquired upon conversion or exercise of outstanding securities. 5.3 The Company shall not be obligated to effect any such registration, qualification or compliancerequired, pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes 5.2, to the Holders requesting any registration pursuant to this Section 2.3 file a certificate signed by the President Registration Statement within 90 days of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a previous registration pursuant to Section 2.2 hereof on Form S-3 (or this Section 2.3successor form). (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At any time after (a) If the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Initiating Holder or Holders of the Registrable Securities a written request or requests that the Company effect file a registration statement on Form S-3 and (or any related qualification or compliance with respect successor form to all or Form S-3) for a part public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities owned by for such Holder or Holdersan offering, the Company will: shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form; provided, -------- however, ------- that the Company shall not be required to effect more than one registration pursuant to this Section 1.7 in any twelve (a12) month period. The Company will (i) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders; and , and (bii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and all such qualifications appropriate compliance with applicable regulations issued under the Securities Act and compliances any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given received by the Company within fifteen twenty (1520) days after receipt of such written notice from the Company; provided. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, however, that the Company shall not be obligated to effect take any action pursuant to this Section 1.7: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliancecompliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, pursuant (ii) during the period ending on a date six (6) months following the effective date of, a registration statement (other than with respect to this Section 2.3: (1) if Form S-3 a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not available appropriate for such offering by the Holders; registration of Registrable Securities), or (2iii) if the Company furnishes shall furnish to the Holders requesting any registration pursuant to this Section 2.3 such Holder a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the CompanyDirectors, such Form S-3 registration it would be seriously detrimental to the Company and that it is or its shareholders for registration statements to be filed in the best interests of the Company to defer the filing of such registration statementnear future, then the Company shall have the right Company's obligation to defer the filing of the Form S-3 registration statement with respect use its best efforts to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering shall be deferred for a single period not to exceed one hundred twenty (120) days from the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request to file such registration by such Holder or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At any time after the The Company becomes eligible shall use its best efforts to register Registrable Securities ------------------------ qualify for resale registration on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”)that end, if the Company shall receive from one or more Holder or Holders comply with the reporting requirements of the Registrable Securities a written request or requests that Exchange Act. After the Company effect a registration has qualified for the use of Form S-3, each Holder shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and any related qualification or compliance with respect to all or a part shall state the number of the shares of Registrable Securities owned to be disposed of and the intended method of disposition of such shares by each such Holder or HoldersHolder), subject to the Company willfollowing limitations: (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to cause a registration on Form S-3 to become effective prior to 90 days following the effective date of a Company-initiated registration (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145); (ii) the Company shall not be obligated to cause a registration on Form S-3 to become effective prior to expiration of 90 days following the effective date of the most recent registration pursuant to a request under Section 5 of this Agreement or pursuant to a request by a holder of registration rights under any other agreement of the Company granting Form S-3 demand registration rights; (iii) the Company shall not be required to effect a registration on Form S-3 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least $1,000,000; and (iv) the Company shall not be required to maintain and keep any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if registration on Form S-3 is not available effective for such offering by the Holders; (2) if the Company furnishes a period equal to the shorter of (x) 30 days, or (y) that time reasonably necessary to permit the disposition of the Registrable Securities subject to such registration. The Company shall give notice to all Holders requesting any of the receipt of a request for registration pursuant to this Section 2.3 and shall provide a certificate signed by the President of the Company stating thatreasonable opportunity for all such other Holders, to participate in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) registration. Subject to the foregoing, the Company shall file a will use its best efforts to effect promptly the registration statement covering the of all shares of Registrable Securities and other securities so on Form S-3 to the extent requested to be registered as soon as practicable after receipt by the Holder or Holders thereof for purposes of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2disposition.

Registration on Form S-3. At any time after (a) If the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive receives from one or more a Significant Holder or Holders of the Registrable Securities a written request or requests (the “Registration Request”) that the Company effect file a registration on Form S-3 and any related qualification or compliance with respect to all or a part of Registration Statement (the Registrable Securities owned by date that the Company receives such Holder or Holdersrequest, the “Request Date”) the Company willshall: (ai) promptly Promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders; and holders of Registrable Securities (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate at the sale and distribution of all or such portion address of such Holder’s or Holders’ Registrable Securities as are specified holders contained in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification ’s books and records or compliance, pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental provided to the Company (in writing) by such holders for the purposes of this notice) and that it request such information from such holders, including the Significant Holder(s) submitting the Registration Request, as is required in order to effect the best interests of registration (the Company “Registration Notice”); (ii) Prepare and file or cause to defer be prepared and filed with the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of Commission not more than ninety (90) days after the Request Date (the “Filing Deadline Date”) a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from receipt time to time by the Holder thereof of all of the Registrable Securities as are specified in Registration Request, together with the Registrable Securities of any holders of Registrable Securities joining in the Registration Request as are specified in a written request (a “Joining Request”) received by the Company of within twenty (20) days after the request Registration Notice is mailed or delivered (the “Shelf Registration Statement”); and (iii) Use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as is reasonably practicable but in any event by the Initiating Holder; provided, however, date (the “Effectiveness Deadline Date”) that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date is one hundred eighty (180) days after the Request Date, and to keep the Shelf Registration Statement (or any Subsequent Shelf Registration Statement (as defined)) continuously effective date under the Securities Act until the expiration of the Effectiveness Period. (b) At the time the Shelf Registration Statement is declared effective, the holders of Registrable Securities shall be named as selling securityholders in the Shelf Registration Statement and the related Prospectus in such a registration pursuant manner as to Section 2.2 hereof or this Section 2.3permit such holders to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company’s securityholders (other than the holders of Registrable Securities at the time the Shelf Registration Statement is declared effective) shall have the right to include any of the Company’s securities in the Shelf Registration Statement. (c) Subject If the Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below) ceases to be effective for any reason at any time during the foregoingEffectiveness Period (other than because all Registrable Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event (subject to Section 5(g)) shall as promptly as reasonably practicable amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or (subject to Section 5(g)) file a registration statement an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities and other securities so requested (a “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the Company shall use its reasonable best efforts to be registered cause the Subsequent Shelf Registration Statement to become effective as soon promptly as is reasonably practicable after receipt such filing and to keep such Subsequent Shelf Registration Statement continuously effective until the end of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant Effectiveness Period. (d) Subject to Section 2.25(g), the Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Holder or counsel for the Holder.

Registration on Form S-3. At In addition to the rights under Section 2 hereof, if at any time after the Company becomes eligible to register time: (A) a holder or holders of Series A Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the Registrable Securities a written then outstanding request or requests that the Company effect file a registration statement on Form S-3 and or any related qualification or compliance with respect to successor thereto for a public offering of all or a part any portion of the Series A Registrable Securities owned held by such Holder requesting holder or Holdersholders, the Company will: (a) promptly give written notice reasonably anticipated aggregate price to the public of the proposed registration, and any related qualification or compliance, to all other Holderswhich would exceed $1,000,000; and (bB) as soon as practicablethe Company is a registrant entitled to use Form S-3 or any successor thereto to register such Series A Registrable Securities, effect such registration and all such qualifications and compliances as may be so requested and as would permit then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or facilitate any successor thereto, in accordance with the sale and distribution method of all or such portion of such Holder’s or Holders’ Registrable Securities as are disposition specified in such requestnotice, together with all or the number of Series A Registrable Securities specified in such portion notice. Whenever the Company is required by this Section 3 to use its best efforts to effect the registration of Series A Registrable Securities, each of the Registrable Securities procedures and requirements of any other Holder or Holders joining in such request as are specified in a written request given within fifteen Section 1 (15) days after receipt of such written notice from including the Company; provided, however, requirement that the Company notify all holders of Series A Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) shall not be obligated apply to effect any such registration. In addition, qualification or compliance, pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer delay the filing of the Form S-3 registration statement with respect to such offering for a period not to exceed 120 days if the Board of not more than ninety (90) days from receipt by Directors of the Company shall have determined, in good faith, that to so file the Form S-3 registration statement would be seriously detrimental to the Company and its stockholders, and the President of the request by Company has agreed and delivered to the Initiating Holderholder(s) a certificate to such effect; provided, however, that the Company may not exercise such utilize this right more than once in any twelve12-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, and provided further that the Company shall file not register any securities for its own account or that of any other Stockholder during such 120 day period. The Company shall be obligated to register Series A Registrable Securities pursuant to this Section 3 on multiple occasions; provided, that such obligation shall be deemed satisfied on any occasion only when a registration statement covering the all Series A Registrable Securities and other securities so requested to be registered specified in notices received as soon as practicable after receipt aforesaid, for sale in accordance with the method of disposition specified by the request or requests requesting holders, shall have become effective and, if such method of the Holders. Registrations effected disposition is a firm commitment underwritten public offering, all such Series A Registrable Securities shall have been sold pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2thereto.

Registration on Form S-3. At any time after (a) In addition to the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities rights set forth in Sections 2A and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”)2B, if the Company shall receive from one or more Holder or Holders of the Registrable Securities a written request or requests that the Company effect Corporation file a registration statement on Form S-3 and (or any related qualification or compliance with respect successor to all or Form S-3) for a part public offering of the shares of Registrable Securities owned by the reasonably anticipated aggregate price to the public of which would equal at least $2,500,000 (the "S-3 Initiating Holders"), and the Corporation is a registrant entitled to use Form S-3 to register such Holder or Holdersshares for such an offering, the Company will: Corporation shall, within ten (a10) promptly days thereafter, give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect Holders and shall use its best efforts to cause such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such requestshares, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; providedCorporation, howeverto be registered for the offering as soon as practicable on Form S-3 (or any successor form to Form S-3). The Corporation shall include in the registration statement a description of the manner of intended sale or distribution requested by each such Holder. The number of shares of Registrable Securities that may be included on the Form S-3 shall be allocated among all Holders requesting registration in proportion to the respective amounts of Registrable Securities entitled to inclusion in such registration at the time of filing the registration statement. (b) Notwithstanding the foregoing, that the Company Corporation shall not be obligated to effect take any action pursuant to this Section 3: (i) in any particular jurisdiction in which the Corporation would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, pursuant compliance unless the Corporation is already subject to this Section 2.3: (1) if Form S-3 is not available for service in such offering jurisdiction and except as may be required by the HoldersSecurities Act; (2ii) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President Corporation, within ten (10) days of the Company stating that, in the good faith judgment receipt of the Board of Directors request of the CompanyS-3 Initiating Holders, such Form S-3 registration would be detrimental gives notice of its bona fide intention to the Company and that it is in the best interests of the Company to defer effect the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 a registration statement with respect to such offering for a period of not more than the Commission within ninety (90) days from of receipt by the Company of the such request by the Initiating Holder; provided, however, that the Company may not exercise such right more (other than once in any twelve-month period; (3) if such Form S-3 with respect to a registration statement covers relating to a Rule 145 transaction, an offering of less than $500,000 solely to employees, or any other registration which is not appropriate for the registration of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act); or (5iii) during the period starting with the date of filing of, and ending on a date one hundred eighty which is six (1806) days after months following the effective date of of, a registration statement described in (ii) above, or filed pursuant to Section 2.2 hereof or this Section 2.33(b) or Section 2A or 2B hereof, provided that the Corporation is actively employing in good faith all reasonable efforts to cause the registration statement referred to in (ii) or (iii), respectively, to become effective and provided, further, that no other person or entity could require the Corporation to file a registration statement in such period. (c) Subject to the foregoingforegoing clauses, the Company Corporation shall file a registration statement on Form S-3 covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant ; provided, however, that if the Corporation shall furnish to such S-3 Initiating Holders a certificate signed by the Chairman or President of the Corporation stating that in the good faith judgment of the Board of Directors of the Corporation, it would be seriously detrimental to the Corporation and its shareholders for such registration statement to be filed on or before the date filing would be required, and it is therefore essential to defer the filing of such registration statement, the Corporation shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the S-3 Initiating Holders provided that the Corporation may not utilize this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2right more than once in any 12-month period.

Registration on Form S-3. At any time after Following the Company becomes eligible initial public offering of the Company’s equity securities pursuant to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted a registration statement declared effective by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”)Commission, if the Company shall receive from one or more Holder or Holders of the Registrable Securities a written request or requests that the Company effect a use its best efforts to qualify, and remain eligible, for registration on Form S-3 or any comparable or successor form; and any related qualification to that end the Company shall register (whether or compliance not required by law to do so) its Common Stock under the Exchange Act in accordance with respect to all or a part the provisions of the Exchange Act following the effective date of the first registration of any securities of the Company on Form S-1 or any comparable or successor form. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Agreement, the Holders shall have the right to request registrations on Form S-3 of their Registrable Shares (such requests shall be in writing and shall state the number of shares of Registrable Securities owned to be disposed of and the intended methods of disposition of such shares by such Holder or Holders). Promptly after receipt by the Company of a notice requesting registration under this Section 5, the Company will: (a) promptly shall give written notice of the proposed registration, and any related qualification or compliance, such requested registration to all other Holders; and (b) as each Holder. As soon as practicable, the Company will make all best efforts to effect such registration and all such qualifications and compliances under the Act as may be so requested and as would permit or facilitate the sale and distribution of all or (a) such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or request under this Section 5 and (b) such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company; provided, however, . A majority in interest of the Holders who requested inclusion of Registrable Securities shall have the right to designate that the Company method of disposition for such registration shall not be obligated an underwritten public offering. If the method of disposition is an underwritten public offering, and the underwriter managing the offering advises the Holders who have requested inclusion of their Registrable Securities in such registration that marketing considerations require a limitation on the number of shares offered, such limitation shall be imposed pro rata among such Holders who requested inclusion of Registrable Securities according to effect the number of Registrable Securities then held by such Holders. If the method of disposition of Registrable Securities in respect of any such registration, qualification or compliance, registration requested pursuant to this Section 2.3: 5 shall be an underwritten public offering, the managing underwriter of such offering shall be selected by a majority in interest of the Holders who requested inclusion of Registrable Securities; provided, that such underwriter must be reasonably acceptable to the Company. In no event, however, shall the Company be required to (i) register Registrable Securities pursuant to this Section 5 which would result in a registration with an aggregate market value of less than $10,000,000 (based on the then current public market price), or (ii) effect more than one (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once 5 in any twelve-six (6) month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At any time after Following the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation first offering of substantial information by reference to other documents filed its securities by the Company with pursuant to a registration under the SEC (“Form S-3”)1933 Act, if the Company shall receive from one or more Holder or Holders use its reasonable efforts to qualify for registration of its Common Stock under the Registrable Securities a written request or requests that the Company effect a registration 1933 Act on Form S-3 (or any successor form of similar tenor and effect). If the Company shall be able to satisfy the conditions for registration of its Common Stock under the 1933 Act on Form S-3 (or any related qualification or compliance with respect successor form of similar tenor and effect), then, in addition to all or a part other rights of the Registrable Securities owned by such Holder or HoldersHolders hereunder, the Company will: , upon written request of Holders seeking to register on Form S-3 Registrable Securities having an aggregate market value of at least $500,000, as expeditiously as possible, endeavor in good faith to effect a registration under the 1933 Act on Form S-3 (aor any successor form of similar tenor and effect) promptly give written of all Registrable Securities referred to in a request or notice given to the Company pursuant to this Section 8.2 and to effect any registration or qualifications of the proposed registrationsuch Registrable Securities under any state law, and any related qualification or compliancelisting of such Registrable Securities with any securities exchange, to all other Holders; and (b) as soon as practicableon which the Common Stock of the Company is then listed, effect such registration and all such qualifications and compliances as which may be so requested and as would required to permit or facilitate the sale and distribution of all or such portion disposition of such Holder’s or Holders’ Registrable Securities as are in the manner specified in such request, together with all request or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Companynotices; provided, however, that no more than once per year the Company may meet its obligations under this Section 8.3 by preparing its own registration of securities on any applicable form under the 1933 Act, which registration becomes effective within 90 days after such request or notice and which registration includes all Registrable Securities referred to in such request or notice. If Registrable Securities sold pursuant to this Section 8.3 are sold in an underwritten offering, the terms of the underwriting agreement with the underwriter shall be mutually satisfactory to the Company and the Holders requesting registration hereunder. The Company shall not be obligated required to effect any such registration, qualification or compliance, more than two registrations pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting 8.3 within any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-twelve month period; (3) if such Form S-3 . The registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of this Section 8.3 shall be at the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of Company’s expense, except that Holders participating in a registration pursuant to Section 2.2 hereof hereto shall pay their pro rata brokerage or this Section 2.3. (c) Subject underwriting commissions or discounts relating to the foregoing, sale of Common Stock owned by them and shall pay the Company shall file a registration statement covering the Registrable Securities fees and other securities so requested to be registered as soon as practicable after receipt expenses of the request any one special counsel retained by such Holders or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2Other Holder.

Registration on Form S-3. At (a) In addition to the rights under Section 2 hereof, if at any time after (i) a holder or holders of at least 20% of the Company becomes eligible to register total Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”then outstanding request(s) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the Registrable Securities a written request or requests that the Company effect file a registration statement on Form S-3 and or any related qualification or compliance with respect to all or successor thereto for a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution public offering of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such any portion of the Registrable Securities held by such requesting holder or holders, where the reasonably anticipated aggregate price to the public of any other Holder or Holders joining in such request as are specified in a written request given within fifteen this public offering would exceed $1,000,000 and (15ii) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated is a registrant entitled to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if use Form S-3 is not available for or any successor thereto to register such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statementRegistrable Securities, then the Company shall have use its best efforts to register under the right Securities Act on Form S-3 or any successor thereto, in accordance with the method of disposition specified in such notice, the number of Registrable Securities specified in such notice. Whenever the Company is required by this Section 4 to defer use its best efforts to effect the filing registration of Registrable Securities, each of the Form S-3 registration statement procedures and requirements of Section 2 (including, but not limited to, the requirement that the Company notify all holders of Registrable Securities from whom notice has not been received and provide them with respect the opportunity to participate in the offering) shall apply to such offering for registration. The Company shall be obligated to register Registrable Securities pursuant to this Section 4 on two occasions only and in no event within six months of a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holderprior registration effected under Sections 2 or 3; provided, however, that the Company may not exercise such right more than once in obligation shall be deemed satisfied on any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file occasion only when a registration statement covering the all Registrable Securities and other securities so requested specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such Registrable Securities shall have been sold pursuant thereto, subject to be registered as soon as practicable after receipt any cut-backs provided for in this Agreement. (b) The right of the request or requests holders of the Holders. Registrations effected pursuant Registrable Securities to have their securities registered on Form S-3 under this Section 2.3 4 shall not be counted as demands terminate at the earlier of (1) 12 months after an IPO or merger with a Merger Successor, or (2) nine months after completion of a registration for registration effected pursuant to Section 2.2.a P.I.P.E.

Registration on Form S-3. At any time after In case the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company Borrower shall receive ------------------------ from one or more any Holder or Holders of the Registrable Securities a written request or requests that the Company Borrower effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) Borrower will promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, Holders of Registrable Securities. The Borrower will use its best efforts to expeditiously effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen ten (1510) days after receipt of such written notice from the CompanyBorrower; provided, however, that the Company Borrower shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 2.3: 9.02(c): (1i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders; , or (2ii) if the Company furnishes Holders, together with the holders of any other securities of the Borrower entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000, or (iii) if the Borrower shall furnish to such Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President Chairman of the Company Board stating that, that in the good faith judgment of the Board of Directors of the CompanyBorrower, such Form S-3 registration it would be seriously detrimental to the Company Borrower and that it is in the best interests of the Company to defer the filing of its shareholders for such registration statementstatement to be effected at such time, then in which event the Company Borrower shall have the right to defer the such filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from after receipt by the Company of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Initiating Holder; provided, however, that the Company may Borrower not exercise such right more than once in any twelve-twelve (12) month period; , or (3iv) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; the Borrower has already effected four (4) if registrations on Form S-3 for the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.29.02(c).

Registration on Form S-3. At any time (a) The Company shall file or cause to be filed with the Commission as soon as reasonably practicable after the date hereof, a registration statement (the “Registration Statement”) on Form S-3 (or, in the event the Company becomes is not eligible to register Registrable Securities for resale shares of its Common Stock on Form S-3, or such other appropriate form) to cover resales of all Registerable Shares. The Company shall cause such Registration Statement to be declared effective as soon as practicable thereafter but in any similar form subsequently adopted by event not later than 180 days after the Closing Date. The Company shall keep such Registration Statement continuously effective, supplemented, amended, current and in conformity with the Securities Act and Exchange the policies, rules and regulations of the Commission to the extent necessary to ensure that it is available for resales of the Registerable Shares for a period ending on the earlier of (x) the date on which all Registerable Shares have been sold pursuant to such Registration Statement and (y) the date on which all Registerable Shares are eligible for resale under Rule 144(k) promulgated under the Securities Act (the “SECRights Period”) which permits incorporation ). The Company shall not include any shares of substantial information by reference to Acquiror Common Stock or other documents filed by securities of the Company with (other than the SEC (“Form S-3”), if Registerable Shares) in the Company shall receive from one or more Holder or Holders of the 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 Registration Statement effected pursuant to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; andthis Section 1.2. (b) The Company hereby agrees, upon written request from the Holder Representative, to file one or more prospectus supplements or otherwise amend the Registration Statement from time to time as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would appropriate to permit or facilitate the sale and distribution of all the Registerable Shares in one or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen more (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of but not more than ninety three (903)) days from receipt underwritten offerings, led by a managing underwriter selected by the Holder Representative and reasonably acceptable to the Company. The Company further agrees that the Registration Statement shall provide for any intended method or methods of the request distribution as may be reasonably requested by the Initiating Holder; providedHolder Representative in writing, however, that and to amend or supplement the Company Registration Statement from time to time as may not exercise be reasonably requested by the Holder Representative in writing to provide for such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering intended method or methods of less than $500,000 distribution of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3shares. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At (a) If any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the Registrable Securities a written request or requests that the Company effect file a registration statement on Form S-3 and (or any related qualification or compliance with respect successor form to all or Form S-3) for a part public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities owned by for such Holder or Holdersan offering, the Company will: shall use all commercially reasonable efforts to cause such Registrable Securities to be registered for the offering on such form. The Company will (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders; and , and (bii) as soon as practicable, use all commercially reasonable efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and all such qualifications appropriate compliance with applicable regulations issued under the Securities Act and compliances any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given received by the Company within fifteen twenty (1520) days after receipt of such written notice from the Company; provided. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, however, that the Company shall not be obligated to effect take any action pursuant to this Section 1.7: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, pursuant compliance unless the Company is already subject to this Section 2.3: (1) if Form S-3 is not available for service in such offering jurisdiction and except as may be required by the HoldersSecurities Act; or (2ii) if the Company furnishes shall furnish to the such Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board board of Directors of the Companydirectors, such Form S-3 registration it would be seriously detrimental to the Company and that it is or its shareholders for registration statements to be filed in the best interests of the Company to defer the filing of such registration statementnear future, then the Company shall have the right Company’s obligation to defer the filing of the Form S-3 use its best efforts to file a registration statement with respect to such offering shall be deferred for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date exceed one hundred eighty (180) days after from the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request to file such registration by such Holder or requests Holders, provided that the Company shall be entitled to exercise only one (1) such right of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2deferral in any 12-month period.

Registration on Form S-3. At any time after (a) Following the Company becomes eligible to register Registrable Securities for resale on Form S-3Initial Public Offering, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more use its best efforts to become eligible to use the Form S-3 registration statement for public offerings of its capital stock. If any Holder or Holders of the Registrable Securities a written request or requests that the Company effect file a registration statement on Form S-3 and (or any related qualification or compliance with respect successor form to all or Form S-3) for a part public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities owned by for such Holder or Holdersan offering, the Company will: shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form. The Company will (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders; and , and (bii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and all such qualifications appropriate compliance with applicable regulations issued under the Securities Act and compliances any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given received by the Company within fifteen thirty (1530) days after receipt of such written notice from the Company; provided. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, however, that the Company shall not be obligated to effect take any action pursuant to this Section 1.7: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliancecompliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date four (4) months immediately following the effective date of, a registration statement (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) during any 12-month period in which the Company has effected at least three (3) such registrations pursuant to this Section 2.3: 1.6 or Section 1.7 of the Prior Agreement; or (1) if Form S-3 is not available for such offering by the Holders; (2iv) if the Company furnishes shall furnish to the Holders requesting any registration pursuant to this Section 2.3 such Holder a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the CompanyDirectors, such Form S-3 registration it would be seriously detrimental to the Company and that it is or its shareholders for registration statements to be filed in the best interests of the Company to defer the filing of such registration statementnear future, then the Company shall have the right Company's obligation to defer the filing of the Form S-3 use its best efforts to file a registration statement with respect to such offering shall be deferred for a period of not more than to exceed ninety (90) days from the receipt by the Company of the request to file such registration by the Initiating Holdersuch Holder or Holders; provided, however, that the Company may not exercise such utilize this right more than once in any twelve-twelve (12) month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At any time after the The Company becomes eligible shall use its commercially reasonable efforts to register Registrable Securities qualify for resale registration on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”)that end, if the Company shall receive from one or more Holder or Holders comply with the reporting requirements of the Registrable Securities a written request or requests that Exchange Act. After the Company effect a registration has qualified for the use of Form S-3, each Holder shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and any related qualification or compliance with respect to all or a part shall state the number of the shares of Registrable Securities owned to be disposed of and the intended method of disposition of such shares by each such Holder or HoldersHolder), subject to the Company willfollowing limitations: (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to cause a registration on Form S-3 to become effective prior to 90 days following the effective date of a Company-initiated registration in which the Holders sold any Registrable Securities pursuant to Section 4 above; (ii) the Company shall not be obligated to cause a registration on Form S-3 to become effective prior to expiration of 90 days following the effective date of the most recent registration effected pursuant to a request under Section 5 of this Agreement; (iii) the Company shall not be required to effect a registration on Form S-3 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least $1,000,000; and (iv) the Company shall not be required to maintain and keep any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if registration on Form S-3 is not available effective for such offering by a period greater than the Holders; (2) if the Company furnishes period equal to the shorter of (x) 120 days or (y) the period ending on the date on which all Registrable Securities included in such registration have been disposed of pursuant thereto. The Company shall give prompt notice to all Holders requesting any of the receipt of a request for registration pursuant to this Section 2.3 and shall provide a certificate signed by the President of the Company stating that, reasonable opportunity for all such other Holders to participate in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) registration. Subject to the foregoing, the Company shall file a will use its commercially reasonable efforts to effect promptly the registration statement covering the of all shares of Registrable Securities and other securities so on Form S-3 to the extent requested to be registered as soon as practicable after receipt by the Holder or Holders thereof for purposes of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2disposition.

Registration on Form S-3. At any time after the Company Corporation becomes eligible to register file a Form S-3, the holders of 25% or more of the Registrable Securities for resale may request the Company, in writing, to effect the registration on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the 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 Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Shares as the Holder or Holders joining shall specify, provided that the value of the Registrable Securities to be offered is at least $1,000,000 on the date of the request by such holders of Registrable Securities. If the holders initiating the registration intend to distribute the Registrable Shares in such request an underwritten offering, they shall so advise the Corporation in their request. The Corporation shall, as are specified in a written request given within fifteen (15) days after receipt expeditiously as possible, use its commercially reasonable efforts to effect the registration on Form S-3 of such written notice from all Registrable Shares that the CompanyCorporation has been so requested to register; provided, however, that registrations under this Section 5.4 shall not be deemed as demands for registration or registrations pursuant to Section 5.2 or Section 5.3; and further provided, however, that the Company Corporation shall not be obligated to take any action to effect any such registration, qualification or compliance, compliance pursuant to this Section 2.3: 5.4: (1a) if After the Corporation has effected one registration statement on Form S-3 is not available for such offering by during the Holders; current calendar year; (2b) if After the Company furnishes to the Holders requesting any registration Corporation has effected two registrations pursuant to this Section 2.3 a certificate signed by 5.4; and (c) Within six months after the President effective date of the Company stating that, in the good faith judgment of the Board of Directors any other Registration Statement of the Company, such Form S-3 registration would be detrimental to . Upon receipt by the Company and that it is in the best interests Corporation of the Company written request of a Holder to defer file any registration statement pursuant to this Section 5.3, the filing Corporation shall promptly give written notice of such registration statement, then to the Company shall have the right to defer the filing Holders of the Form S-3 Shares, and to any other holders of the capital stock of the Corporation having rights to register their holdings at such time as the Corporation shall file or cause to be filed a registration statement with respect to any of its securities, and such offering for a period of not more than ninety holders shall have at least twenty (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (18020) days after mailing of such written notice by the effective date Corporation to request that the Corporation cause the Shares or other shares of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested capital stock to be registered as soon as practicable after receipt under the Act. Holders of the request or requests Corporation's Series D Convertible Preferred Stock, if and when designated and issued, shall receive priority over the Holders as to registration, placement, allocation and otherwise in the event of any limitations of the Holders. Registrations effected pursuant number of shares to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2registered on Form S-3.

Registration on Form S-3. At any time after the The Company becomes eligible shall use its best efforts ------------------------ to register Registrable Securities qualify for resale registration on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”)that end, if the Company shall receive from one or more Holder or Holders comply with the reporting requirements of the Exchange Act following the effective date of the first registration of any securities of the Company for a registered public offering. After the Company has qualified for the use of Form S-3, each holder of Registrable Securities a written shall have the right to request or an unlimited number of registrations on Form S-3 (such requests that shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by each such holder), subject only to the following limitations: (a) The Company effect shall not be obligated to cause a registration on Form S-3 and any related qualification to become effective prior to one hundred eighty (180) days following the effective date of a Company-initiated registration (other than a registration effected solely to qualify an employee benefit plan or compliance with respect to all or effect a part business combination pursuant to Rule 145), provided that notice of the such Company- initiated registration is given to Holders prior to receipt of a request from a holder of Registrable Securities owned by such Holder or Holdersfor registration on Form S-3, and provided that the Company will: shall use its best efforts to achieve such effectiveness promptly following such one hundred eighty (a180) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; andday period; (b) as soon as practicable, effect such The Company shall not be obligated to cause a registration and all such qualifications and compliances as may be so requested and as would permit or facilitate on Form S-3 to become effective prior to expiration of one hundred eighty (180) days following the sale and distribution effective date of all or such portion the most recent registration pursuant to a request by a holder of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all under this Agreement or such portion pursuant to a request by a holder of registration rights under any other agreement of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the CompanyCompany granting Form S-3 demand registration rights; provided, however, that the Company shall not be obligated use its best efforts to effect any achieve such registration, qualification or compliance, pursuant to this Section 2.3: (1) if Form S-3 is not available for effectiveness promptly following such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of day period; (c) The Company shall not be required to effect a registration pursuant to Section 2.2 hereof or this Section 2.3.8 unless the Holder or Holders requesting registration represent at least twenty-five percent (25%) or more of the outstanding Registrable Securities and propose to dispose of shares of Registrable Securities having an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least $2,000,000; (cd) The Company shall not be required to file more than one (1) such registration statement on Form S-3 during any 12-month period; and (e) The Company shall not be required to maintain and keep any such registration on Form S-3 effective for a period exceeding thirty (30) days from the effective date thereof. The Company shall give notice to all Holders and all holders of registration rights under any other agreement of the Company granting Form S-3 or similar demand registration rights of the receipt of a request for registration pursuant to this Section 8 and shall provide a reasonable opportunity for all such other holders to participate in the registration. Subject to the foregoing, the Company shall file a will use its best efforts to effect promptly the registration statement covering the of all shares of Registrable Securities and other securities so on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event the Underwriter determines that market factors require a limitation on the number of shares to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected underwritten, then shares shall be excluded from such registration and underwritten pursuant to this the method described in Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.26(b).

Registration on Form S-3. At any time after the The Company becomes eligible shall use its best efforts to register Registrable Securities qualify for resale registration on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”)that end, if the Company shall receive from one or more Holder or Holders comply with the reporting requirements of the Exchange Act. After the Company has qualified for the use of Form S-3, each Shareholder shall have the right to request unlimited registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by each such Shareholder; PROVIDED, HOWEVER, that a written Shareholder may not make such a request or requests that more than once every year), subject to the following limitations: (i) the Company shall not be obligated to cause a registration on Form S-3 to become effective prior to 90 days following the effective date of a Company-initiated registration (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145); (ii) the Company shall not be required to effect a registration on Form S-3 and any related qualification unless the Shareholder or compliance with respect Shareholders requesting registration propose to all or a part dispose of the shares of Registrable Securities owned by such Holder or Holders, the Company will:having an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least $2,000,000; (aiii) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect more than one registration under this Section 3 during any six month period; and (iv) the Company shall not be required to maintain and keep any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if registration on Form S-3 is not available effective for such offering by a period exceeding forty-five (45) days from the Holders; (2) if effective date thereof. The Company shall give notice to all Shareholders and all holders of registration rights under any other agreement of the Company furnishes to granting Form S-3 or similar demand registration rights of the Holders requesting any receipt of a request for registration pursuant to this Section 2.3 and shall provide a certificate signed by the President reasonable opportunity for all such other Shareholders, including holders of registration rights under any other agreement of the Company stating thatgranting Form S-3 or similar demand registration rights, to participate in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) registration. Subject to the foregoing, the Company shall file a will use its best efforts to effect promptly the registration statement covering the of all shares of Registrable Securities and other securities so on Form S-3 to the extent requested to be registered as soon as practicable after receipt by the Shareholder or Shareholders thereof for purposes of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2disposition.

Registration on Form S-3. At any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”a) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more If a Holder or Holders holding in the aggregate not less than ten percent (10%) of the Registrable Securities a written request or requests in writing that the Company effect file a registration statement on Form S-3 and (or any related qualification or compliance with respect successor form to all or Form S-3) for a part public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which would be at least $1,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities owned by for such an offering, then the Company shall use all reasonable efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the Holder or HoldersHolders may reasonably request; provided, however, that the Company will: shall not be required to effect more than two registrations pursuant to this Section 1.7 in any twelve (a12) month period. The Company will (i) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders; and , and (bii) as soon as practicable, use all reasonable efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and all such qualifications appropriate compliance with applicable regulations issued under the Securities Act and compliances any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given received by the Company within fifteen twenty (1520) days after receipt of such written notice from the Company; provided. If the request is for an underwritten offering, howeverthe substantive provisions of Section 1.5(b) shall be applicable to such registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, that the Company shall not be obligated to effect take any action pursuant to this Section 1.7: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliancecompliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, pursuant (ii) during the period starting with the date sixty (60) days prior to this Section 2.3: the Company’s good faith estimate of the date of filing of, and ending on a date 180 days following the effective date of, a registration statement (1) if Form S-3 other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not available appropriate for the registration of Registrable Securities), provided that the Company is actively employing in good faith all reasonable efforts to cause such offering by the Holders; registration statement to become effective, or (2iii) if the Company furnishes shall furnish to the Holders requesting any registration pursuant to this Section 2.3 such Holder a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the CompanyDirectors, such Form S-3 registration duly advised by counsel, it would be seriously detrimental to the Company and that it is or its shareholders for a registration statement to be filed in the best interests of the Company to defer the filing of such registration statementnear future, then the Company shall have the right Company’s obligation to defer the filing of the Form S-3 use all reasonable efforts to file a registration statement with respect to such offering under this Section 1.7 shall be deferred one or more times for a period of not more than to exceed ninety (90) days from the date of receipt by the Company of the written request to file such registration by the Initiating Holder; providedsuch Holder or Holders, howeverand, provided further, that the Company may shall not exercise such right defer its obligation in this manner more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.