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

Registration on Form S-3. Following the first offering of its securities by the Company pursuant to a registration under the 1933 Act, the Company shall use its reasonable efforts to qualify for registration of its Common Stock under the 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 successor form of similar tenor and effect), then, in addition to other rights of the Holders 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 (or any successor form of similar tenor and effect) 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 such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; 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 required to effect more than two registrations pursuant to this Section 8.3 within any twelve month period. The registration of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder.

Registration on Form S-3. (a) Following the first offering of its securities by the Company pursuant to a registration under the 1933 Act, the Company shall use its reasonable efforts to qualify for registration of its Common Stock under the 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 successor form of similar tenor and effect), then, in addition to other rights of the Holders 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 will use its reasonable best efforts to effect a registration under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect) of all Registrable Securities referred to in a request or notice given to the Company pursuant to this Section 8.2 8.4 and to effect any registration or qualifications of such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; provided, however, that no more than once per year the Company may meet its obligations under this Section 8.3 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 8.3 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 required to effect more than two registrations pursuant to this Section 8.3 8.4 within any twelve month period. The registration of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder.

Registration on Form S-3. Following In addition to the first 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 (i) any holder or holders of the Registrable Securities request that the Company file a registration statement on Form S-3 or any comparable or successor form thereto for a public offering of its securities 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 pursuant is a registrant entitled to a registration under the 1933 Actuse Form S-3 or any comparable or successor form thereto to register such shares, then the Company shall use its reasonable best efforts to qualify for registration of its Common Stock register under the 1933 Securities Act on Form S-3 (or any comparable or successor form thereto, for public sale in accordance with the method of similar tenor 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 effect)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 Company shall be able to satisfy the conditions for holders requesting such registration of its Common Stock under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect), then, in addition to other rights of the Holders hereunder, notify the Company will, upon written request of Holders seeking that they intend to register on Form S-3 distribute the Registrable Securities having covered by their request by means of an aggregate market value underwriting, and if the managing underwriter in connection with such underwriting determines that marketing factors require a limitation on the number of at least $500,000shares to be underwritten, as expeditiously as possiblethen notwithstanding any other provision of this Section 4.5, endeavor in good faith such limitation will be imposed pro rata with respect to effect a registration under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect) of all Registrable Securities referred to whose holders have requested inclusion in a request or notice given to the Company such registration pursuant to this Section 8.2 and 4.5 provided that, in any event, all securities to effect any registration or qualifications of such be sold other than Registrable Securities under will be excluded prior to any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; 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 required to effect more than two registrations pursuant to this Section 8.3 within any twelve month period. The registration exclusion of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other HolderSecurities.

Registration on Form S-3. Following the first offering of its securities (a) If requested by the Investor, the Company shall prepare and file with the SEC a Registration Statement covering the resale of any 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 is not then eligible to register for resale the Registrable Securities 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 registration under jurisdiction in which the 1933 ActCompany’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 reasonable best efforts to qualify for registration of its Common Stock cause any Registration Statement filed under this Agreement (including, without limitation, under Section 3.1(c)) to be declared effective under the 1933 Securities Act on Form S-3 (or as promptly as possible after the filing thereof, but in any successor form of similar tenor event no later than the applicable Effectiveness Date, and effect). If the Company shall be able use its best efforts to satisfy the conditions for registration of its Common Stock keep such Registration Statement continuously effective under the 1933 Securities Act on Form S-3 (or any successor form of similar tenor and effect), then, in addition to other rights of the Holders 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 (or any successor form of similar tenor and effect) of until all Registrable Securities referred to in a request covered by such Registration Statement (i) have been sold, thereunder or notice given to the Company pursuant to this Section 8.2 and Rule 144, or (ii) otherwise cease to effect any registration or qualifications of such be Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which (the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; 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“Effectiveness Period”). The Company shall not be required to effect more than two registrations pursuant to this Section 8.3 within any twelve month periodtelephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The registration Company shall immediately notify the Investor via facsimile or by e-mail of Registrable Securities under this Section 8.3 the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SEC, which shall be at the Company’s expensedate requested for effectiveness of such Registration Statement. The Company shall, except that Holders participating in by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a registration pursuant hereto final Prospectus with the SEC as required by Rule 424. Failure to so notify the Investor within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holderbe deemed an Event under Section 2.1(d).

Registration on Form S-3. Following the first offering of its securities by the Company pursuant to a registration under the 1933 Act, (1) In case the Company shall use its reasonable efforts to qualify for receive from Initiating Holders a written request that the Company file a registration of its Common Stock under the 1933 Act statement on Form S-3 (or any successor form to Form S-3) for a public offering of similar tenor Registrable Securities the aggregate price to the public of which would exceed $250,000, and effect). If the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall be able use best efforts to satisfy the conditions for registration of its Common Stock under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect), then, in addition to other rights of the Holders 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 (or any successor form of similar tenor and effect) 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 cause such Registrable Securities under any state law, to be registered for the offering on such form and any listing of to cause such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may to be required to permit the sale or disposition of such Registrable Securities in the manner specified qualified in such request jurisdictions as such ADS Shareholder or noticesADS Shareholders may reasonably request; 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 required to effect more than two registrations one registration pursuant to this Section 8.3 within in any twelve six month period. If such offering is to be an underwritten offering, the underwriters shall be selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. The Company shall inform the other ADS Shareholders of the proposed registration and offer them the opportunity to participate. (2) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 0: (vi.) Following the filing of, and for 180 days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of Registrable Securities under this Section 8.3 shall be at securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company’s expense, except that Holders participating Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (vii.) Within six months after the Company has effected such a registration pursuant hereto to subsection 0, and such registration has been declared or ordered effective; or (viii) If the Company shall pay their pro rata brokerage or underwriting commissions or discounts relating furnish to the sale Initiating Holders a certificate signed by the President of Common Stock owned by them and shall pay the fees and expenses Company (A) giving notice of any its bona fide intention to effect the filing of a registration statement with the Commission, or (B) stating that, in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its commercially reasonable efforts to file a registration statement may be deferred one special counsel retained by such Holders or Other Holdermore times for a period not to exceed 90 days in the aggregate. (ix.) More than two years after the date of this Agreement. (d)

Registration on Form S-3. Following The Holders of Registrable Securities may at any time, and from time to time, request in writing that the first offering of its securities 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 or any similar short-form registration statement that may be available at such time (“Form S-3”); provided, that the Company pursuant shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a registration under the 1933 Actwritten request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall use its reasonable efforts to qualify for registration promptly give written notice of its Common Stock under the 1933 Act proposed Registration on Form S-3 to all other 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 (or any successor form 10) days after the receipt by the Holder of similar tenor and effect)the notice from the Company. If As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall be able to satisfy register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the conditions for registration of its Common Stock under the 1933 Act on Form S-3 (written notification given by such Holder or any successor form of similar tenor and effect)Holders; provided, then, in addition to other rights of the Holders hereunder, that 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 shall not be obligated to effect a registration under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect) of all Registrable Securities referred to in a request or notice given to the Company such Registration pursuant to this Section 8.2 and to effect 2.3 if (i) a Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any registration or qualifications of such Registrable Securities under any state law, and any listing of such Registrable Securities with any other equity securities exchange on which the Common Stock of the Company is then listedentitled to inclusion in such Registration, which may be required propose to permit sell the sale or disposition of such Registrable Securities in and such other equity securities (if any) at any aggregate price to the manner specified in such request or notices; provided, however, that no more public of less 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$5,000,000. If Registrable Securities sold Registrations effected 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 2.3 shall not be required to effect more than two registrations counted as Demand Registrations effected pursuant to this Section 8.3 within any twelve month period. The registration of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder2.1.

Registration on Form S-3. Following the first offering of (a) After its securities by the Company pursuant to a registration under the 1933 Actinitial public offering, the Company shall use its reasonable commercial best efforts to qualify for registration of its Common Stock under the 1933 Act on Form S-3 (or any comparable or successor form of similar tenor and effect)or forms. If After the Company shall be able to satisfy has qualified for the conditions for registration use of its Common Stock under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect), thenS-3, in addition to other the rights contained in the foregoing provisions of the Holders hereunderthis Section 2, the Company will, upon written Preferred Holder shall have the right to request of Holders seeking to register registrations on Form S-3 or any similar short form registration (such requests shall be in writing and shall state the number of Registrable Securities having an aggregate market value to be disposed of at least $500,000, as expeditiously as possible, endeavor in good faith to effect a registration under and the 1933 Act on Form S-3 (or any successor form intended methods of similar tenor and effect) 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 such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in by the manner specified in such request or noticesPreferred Holder); provided, however, that no the Company shall have the right to defer one (1) such filing for a period of not more than ninety (90) days after receipt of the request of the Preferred Holder, provided that the Company shall not defer its obligations in this manner more than once per year in any twelve (12) month period; and, provided further, that the Company may meet its obligations under this Section 8.3 by preparing its own shall not be obligated to effect any such registration: (i) if the Preferred Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $1,000,000; (ii) in a given twelve (12) month period, after the Company has effected one such registration in any such period; (iii) if the registration is in any jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of securities process to effect such registration; (iv) 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 any applicable form under the 1933 Act, which registration becomes effective within 90 a date ninety (90) days after the effective date of, a Company-initiated registration, or (v) if the Company has effected two (2) such request or notice and which registration includes all Registrable Securities referred to in such request or notice. If Registrable Securities sold registrations on Form S-3 pursuant to this Section 8.3 are 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 an underwritten offeringconnection with such registration, such registration shall not count as a registration for purposes of this Section 2.3) and (II) registrations which have been withdrawn by the terms of Preferred Holder as to which the underwriting agreement with Preferred Holder has not elected to bear the underwriter shall be mutually satisfactory Registration Expenses pursuant to Section 2.4 hereof; provided that in the event that such withdrawal is based upon material adverse information relating to the Company and that is different from the Holders requesting information known or available (upon request from the Company or otherwise) to the Preferred Holder at the time of its request for registration hereunder. The Company shall not be required to effect more than two registrations pursuant to this Section 8.3 within any twelve month period. The registration of Registrable Securities under this Section 8.3 2.3(a), such registration shall be at the Company’s expense, except that Holders participating in not count as a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale for purposes of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holderthis Section 2.3).

Registration on Form S-3. Following If at any time (i) a holder or holders of Restricted Stock then outstanding requests in writing that the first Company file a registration statement on Form S-3 or any successor thereto for a public offering of its securities all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company pursuant is a registrant entitled to a registration under the 1933 Actuse Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to qualify for registration of its Common Stock register under the 1933 Securities Act on Form S-3 (or any successor form thereto, for public sale in accordance with the method 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 successor form of similar tenor and effect), then, in addition to other rights of the Holders 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 (or any successor form of similar tenor and effect) 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 such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or noticesnotice, the number of shares of Restricted Stock specified in such notice; 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 required to effect more than two registrations any such registration, qualification or compliance pursuant to this Section 8.3 within 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any twelve month period. The other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of Registrable Securities the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 8.3 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) in any particular jurisdiction in which the Company would be at required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. Whenever the Company’s expenseCompany is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating each of the procedures and requirements of Section 4 (including but not limited to the sale requirement that the Company notify all holders of Common Restricted Stock owned by from whom notice has not been received and provide them and with the opportunity to participate in the offering) shall pay the fees and expenses of any one special counsel retained by apply to such Holders or Other Holderregistration.

Registration on Form S-3. Following If at any time (i) a holder or holders of Restricted Stock request that the first Company file a registration statement on Form S-3 or any successor thereto for a public offering of its securities all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company pursuant is a registrant entitled to a registration under the 1933 Actuse Form S-3 or any successor thereto to register such shares, then the Company shall use its commercially reasonable efforts to qualify for registration of its Common Stock register under the 1933 Securities Act on Form S-3 (or any successor form thereto, for public sale in accordance with the method of similar tenor and effect)disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. If Whenever the Company is required by this Section to use commercially reasonable efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 2 (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) shall apply to such registration, except that there shall be able to satisfy no limitation on the conditions for registration number of its Common Stock under the 1933 Act registrations on Form S-3 (or 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 successor form of similar tenor and effect), then, in addition to other rights of the Holders hereunder, the Company will, upon written request of Holders seeking to register registration on Form S-3 Registrable Securities which may be requested and obtained under this Section. Notwithstanding anything to the contrary contained herein, no request may be made under this Section (a) 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 3 and in which all shares of Restricted Stock as to which registration shall have been requested shall have been registered and sold, or (b) for the registration 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 at least $500,0002,000,000 or more, as expeditiously as possible, endeavor in good faith to effect a registration under based on the 1933 Act on Form S-3 (or any successor form closing price of similar tenor and effect) 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 such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of on the Company trading day before the request is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; 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 required to effect more than two registrations pursuant to this Section 8.3 within any twelve month period. The registration of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holdermade.

Registration on Form S-3. Following The Holders of Registrable Securities may at any time, and from time to time, request in writing that the first offering of its securities 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 or any similar short-form registration statement that may be available at such time (“Form S-3”); provided, that the Company pursuant shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a registration under the 1933 Actwritten request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall use its reasonable efforts to qualify for registration promptly give written notice of its Common Stock under the 1933 Act proposed Registration on Form S-3 to all other 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 (or any successor form 10) days after the receipt by the Holder of similar tenor and effect)the notice from the Company. If As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, that the Company shall not be able obligated to satisfy the conditions for registration of its Common Stock under the 1933 Act on effect any such Registration pursuant to Section 2.3 hereof if (i) a Form S-3 is not available for such offering; or (or ii) the Holders of Registrable Securities, together with the Holders of any successor form of similar tenor and effect), then, in addition to other rights equity securities of the Holders hereunderCompany entitled to inclusion in such Registration, propose to sell the Company will, upon written request of Holders seeking to register on Form S-3 Registrable Securities having an and such other equity securities (if any) at any 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 (or any successor form of similar tenor and effect) of all Registrable Securities referred to in a request or notice given price to the Company public of less than $5,000,000. Registrations effected pursuant to this Section 8.2 and to effect any registration or qualifications of such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; 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 2.3 shall not be required to effect more than two registrations counted as Demand Registrations effected pursuant to this Section 8.3 within any twelve month period. The registration of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder2.1.

Registration on Form S-3. Following In addition to the first rights provided in Sections 4.1 and 4.2, if at any time (i) the Holder or Holders of the Registrable Securities constituting at least 10% of the total shares of Registrable Securities then outstanding request that the Company file a registration statement on Form S-3 or any comparable or successor form thereto for a public offering of its securities all or any portion of the shares of Registrable Securities held by such requesting Holder or Holders, the reasonably anticipated gross aggregate offering price to the public of which would be not less than $1,000,000, and (ii) the Company pursuant is a registrant entitled to a registration under the 1933 Actuse Form S-3 or any comparable or successor form thereto to register such shares, then the Company shall use its all commercially reasonable efforts to qualify for registration of its Common Stock register under the 1933 Securities Act on Form S-3 (or any comparable or successor form thereto, for public sale in accordance with the method of similar tenor and effect). If disposition specified in such notice, the number of shares of Registrable Securities specified in such notice within twenty (20) days after receipt by 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 successor form of similar tenor and effect), then, in addition to other rights of the Holders 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 (or any successor form of similar tenor and effect) 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 such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of notice. Whenever the Company is then listedrequired by this Section 4.3 to use all commercially reasonable efforts to effect the registration of Registrable Securities, which may be required to permit each of the sale or disposition procedures and requirements of such Sections 4.1 and 4.4, 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 manner specified in offering, shall apply to such request or notices; registration, provided, however, that there shall be no more than once per year limitation on the Company number of registrations on Form S-3 which may meet its obligations be requested and obtained under this Section 8.3 by preparing its own registration of securities on any applicable form under 4.3 except that 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 required to effect more than two (2) registrations pursuant to this Section 8.3 within 4.3 in any twelve (12) month period. The No registration of Registrable Securities under this Section 8.3 4.3 shall be at the Company’s expense, except that Holders participating in deemed to be a registration for any purpose of this Section 4.3 which shall not have become and remained effective in accordance with the provisions of this Agreement or pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to which Holders of Registrable Securities are not able to include at least 75% of the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by Registrable Securities which such Holders or Other Holderdesired to include in such registration.

Registration on Form S-3. Following Subject to a limit of one registration ------------------------ hereunder in any 12 month period, if at any time (i) any holder or holders of Restricted Stock then outstanding request that the first Company file a registration statement on Form S-3 or any successor thereto for a public offering of its securities all or any portion of the 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 pursuant is a registrant entitled to a registration under the 1933 Actuse Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to qualify for registration of its Common Stock register under the 1933 Securities Act on Form S-3 (or any successor form thereto, for public sale in accordance with the method of similar tenor and effect)disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. If Whenever the Company shall be able is required by this Section 6 to satisfy use its best efforts to effect the conditions for registration of its Common Restricted Stock, each of the procedures and requirements of Section 4, including but not limited to the requirement that the Company notify all holders of Restricted Stock under from whom notice has not been received and provide them with the 1933 Act opportunity to participate in the offering; provided, however that holders shall have no more than ten (10) days to reply to -------- ------- the Company's notice in order to participate in the offering), shall apply to such registration, provided, however, that except as provided above there shall -------- ------- be no limitation on the number of registrations on Form S-3 (or which may be requested and obtained under this Section 6, and provided, further, however, -------- ------- ------- that the requirements contained in the first sentence of Section 4(a) shall not apply to any successor form of similar tenor and effect), then, in addition to other rights of the Holders hereunder, the Company will, upon written request of Holders seeking to register registration on Form S-3 Registrable Securities having an aggregate market value of at least $500,000which may be requested and obtained under this Section 6. Notwithstanding the foregoing, as expeditiously as possible, endeavor in good faith the Company's obligation to effect file a registration under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect) of all Registrable Securities referred to in a request or notice given to the Company statement pursuant to this Section 8.2 and 6 shall be deferred if: (a) the Company shall furnish to effect any the requesting holders of Restricted Stock a certificate that the Company has a bona fide intention to file a registration statement within 45 days; (b) 90 days have not elapsed after the effective date of a registration statement filed by the Company; or qualifications (c) the Company shall furnish to the requesting holders of such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which Restricted Stock a certificate that in the Common Stock good faith judgment of the Board of Directors it would be seriously detrimental to the Company is then listed, which may or its stockholders for a registration statement to be required to permit the sale or disposition of such Registrable Securities filed in the manner specified in such request or noticesnear future; provided, however, that the deferral provided for in subsection (c) above shall be for a period no greater than 90 days, and may not be requested more than once per year the Company may meet its obligations under this Section 8.3 by preparing its own registration of securities on in 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 required to effect more than two registrations pursuant to this Section 8.3 within any twelve 12 month period. The registration of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder.

Registration on Form S-3. Following The Holders of Registrable Securities may at any time, and from time to time, request in writing that the first offering of its securities 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 pursuant shall not be obligated to effect such request through an Underwritten Offering. Within five (5) calendar days of the Company’s receipt of a registration under the 1933 Actwritten request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall use its reasonable efforts to qualify for registration promptly give written notice of its Common Stock under the 1933 Act proposed Registration on Form S-3 to all other 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 (or any successor form 10) calendar days after the receipt by the Holder of similar tenor and effect)the notice from the Company. If As soon as practicable thereafter, but not more than twenty (20) calendar days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, that the Company shall not be able obligated to satisfy the conditions for registration of its Common Stock under the 1933 Act on effect any such Registration pursuant to Section 2.3 hereof if (i) a Form S-3 is not available for such offering; or (or ii) the Holders of Registrable Securities, together with the Holders of any successor form of similar tenor and effect), then, in addition to other rights equity securities of the Holders hereunderCompany entitled to inclusion in such Registration, propose to sell the Company will, upon written request of Holders seeking to register on Form S-3 Registrable Securities having an and such other equity securities (if any) at any 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 (or any successor form of similar tenor and effect) of all Registrable Securities referred to in a request or notice given price to the Company public of less than $5,000,000. Registrations effected pursuant to this Section 8.2 and to effect any registration or qualifications of such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; 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 2.3 shall not be required to effect more than two registrations counted as Demand Registrations effected pursuant to this Section 8.3 within any twelve month period. The registration of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder2.1.

Registration on Form S-3. Following In addition to the first rights under Section 2 hereof, if at any time (A) the Holder requests that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of its securities all or any portion of the Registrable Securities held by the Holder and (B) the Company pursuant is a registrant entitled to a registration under the 1933 Actuse Form S-3 or any successor thereto to register such Registrable Securities, then the Company shall use its reasonable best efforts to qualify for registration of its Common Stock register under the 1933 Securities Act on Form S-3 (or any successor form thereto, in accordance with the method of similar tenor disposition specified in such notice, the number of Registrable Securities specified in such notice. Whenever the Company is required by this Section 4 to use its best efforts to effect the registration of Registrable Securities, each of the procedures and effect)requirements of Section 2 shall apply to such registration. If In addition, the Company shall be able have the right to satisfy delay the conditions for registration filing of its Common Stock under the 1933 Act on Form S-3 (or any successor form registration statement for a period not to exceed 60 days if the Board of similar tenor and effect), thenDirectors of the Company shall have determined, in addition good faith, that to other rights of so file the Holders 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 (or any successor form of similar tenor and effect) of all Registrable Securities referred to in a request or notice given statement would be seriously detrimental to the Company pursuant to this Section 8.2 and to effect any registration or qualifications of such Registrable Securities under any state lawits stockholders, and any listing of such Registrable Securities with any securities exchange on which the Common Stock President of the Company is then listed, which may be required has agreed and delivered to permit the sale or disposition of Holder a certificate to such Registrable Securities in the manner specified in such request or noticeseffect; provided, however, that no the Company may not utilize this right more than once per year the in any 12-month period. 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 shall be obligated to register Registrable Securities referred to in such request or notice. If Registrable Securities sold pursuant to this Section 8.3 are sold 4 on two occasions only; provided, that such obligation shall be deemed satisfied on any occasion only when a registration statement covering all Registrable Securities specified in an 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, 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 required to effect more than two registrations pursuant to this Section 8.3 within any twelve month period. The registration of all such Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration have been sold pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holderthereto.

Registration on Form S-3. Following (i) The Company will use its commercially reasonable best efforts to become or remain entitled to use Form S-3 (or any successor form) for the first registration of an offering of its the Company's securities by during the period in which the Holder has Registration Rights hereunder. Subject to the provisions of this paragraph (b), if the Holder requests that the Company pursuant to file a registration under the 1933 Act, the Company shall use its reasonable efforts to qualify for registration of its Common Stock under the 1933 Act statement on Form S-3 (or any successor form form) for a public offering of similar tenor Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and effect). If commissions, would exceed $500,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall be able use its commercially reasonable best efforts to satisfy the conditions for registration of its Common Stock under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect), then, in addition to other rights of the Holders 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 (or any successor form of similar tenor and effect) 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 cause such Registrable Securities under any state lawto be registered for the offering on such form and, and any listing of if required, to cause such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may to be required to permit the qualified for offer and sale or disposition of such Registrable Securities in the manner specified in such request or noticesjurisdictions as the Holder may reasonably request; provided, however, that no more than once per year (1) 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 required to effect more than two registrations one such registration at the request of the Holder, (2) the Company shall not be obligated to effect any registration, qualification or compliance pursuant to this Section 8.3 within paragraph in any twelve particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, and (3) if the Company shall furnish to the Holder a certificate signed by the President of Chief Executive Officer of the Company stating in that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for the Company to cause such Registrable Securities to be registered for the offering at such time, then the Company shall have the right to defer the filing of the registration statement on Form S-3 no more than once during any 12 month periodperiod for a period of not more than 120 days after receipt of such request by the Holder. The If the Company is required to effect the registration of any Registrable Securities under this Section 8.3 hereunder, the Company 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 at necessary to comply with the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating provisions of the Securities Act with respect to the sale disposition of Common Stock owned all the Registrable Securities for a period not to exceed 90 days, as requested by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder.

Registration on Form S-3. Following (a) At any time after the first offering last day of its securities by the sixth month after the date hereof and through the second annual anniversary of the date hereof, the Stockholders holding 70% or more of the Registrable Stock may jointly request the Company pursuant to a registration register under the 1933 Act, the Company shall use its reasonable efforts to qualify for registration of its Common Stock under the 1933 Securities 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 successor form of similar tenor and effect)thereto all, thenbut not less than all, in addition to other rights of the Holders hereunder, the Company will, upon written request shares 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 (or any successor form of similar tenor and effect) 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 such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the held by them for sale or disposition of such Registrable Securities in the manner specified in such notice; provided that the -------- ---- Company is a registrant then entitled to use Form S-3 or any successor form thereto to register such shares. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2: (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 noticescompliance unless the Company is already subject to service in such jurisdiction; provided(ii) during the period starting with the date 60 days prior to the Company's estimated date of filing of, howeverand ending on the date six months immediately following the effective date of, any registration statement pertaining to the 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 no the Company is actively employing in good faith all -------- ---- reasonable efforts to cause such registration statement to become effective; and (iii) if the Company shall furnish to the Stockholder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which event the Company's obligation to use all reasonable efforts to register, qualify or comply under this Section 2 shall be deferred for a period not to exceed 90 days from the date of receipt of written request from the Stockholders; provided that -------- ---- the Company may not utilize this right more than once per year the Company in any 12-month period. The Stockholders holding Registrable Stock 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 only make one 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 required to effect more than two registrations pursuant to this Section 8.3 within any twelve month period. The registration of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder2.

Registration on Form S-3. Following the first offering of its securities by If any Holder or Holders request that the Company pursuant to file a registration under the 1933 Act, the Company shall use its reasonable efforts to qualify for registration of its Common Stock under the 1933 Act statement on Form S-3 (or any successor form to Form S-3) for a public offering of similar tenor shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which would exceed $5,000,000, and effect). If the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be able registered for the offering on such form and to satisfy cause such Registrable Securities to be qualified in such jurisdictions as the conditions for Holder or Holders may reasonably request. The substantive provisions of Section 1.2(b) shall be applicable to each registration of its Common Stock initiated under this Section 1.4. Notwithstanding the 1933 Act on Form S-3 (or any successor form of similar tenor and effect), then, in addition to other rights of the Holders hereunderforegoing, the Company will, upon written request of Holders seeking shall not be obligated 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 (or take any successor form of similar tenor and effect) of all Registrable Securities referred to in a request or notice given to the Company action pursuant to this Section 8.2 1.4: 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 unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; if 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 sixty (60) 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); within three (3) months of the effective date of any registration or qualifications of referred to in Sections 1.2 and 1.3 above; if the Company shall furnish to such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which Holder a certificate signed by the Common Stock President of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities stating that in the manner specified good faith judgment of the Board of Directors it would be seriously detrimental to the Company or the Holder for registration statements to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred twenty (120) days from the receipt of the request to file such request registration by such Holder, provided that the Company may not use this right or notices; provided, however, that no the right under Section 1.2(a)(ii)(D) 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 required to effect more than two registrations pursuant to this Section 8.3 within any twelve month period; or if the Company has effected one (1) registration pursuant to this subsection 1.4 within a twelve (12) month period from the date of such request. The registration Expenses of Registrable Securities under this Section 8.3 Registration. Unless otherwise stated, all Selling Expenses relating to securities registered on behalf of the Holders shall be at borne by the Holders of such securities pro rata on the basis of the number of shares so registered. All Registration Expenses incurred in connection with all registrations pursuant to Sections 1.2, 1.3 and 1.4 shall be borne by the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder.

Registration on Form S-3. Following The Company shall use its reasonable best efforts to qualify for registration on Form S-3 as soon as legally possible and, thereafter, to maintain such qualification. If at any time after the Company's first firm commitment underwritten public offering (a) the Investor requests that the Company file a registration statement on Form S-3 or any successor form thereto for a public offering of its securities all or any portion of the shares of Restricted Stock held by the Investor, the aggregate proposed offering price of which is not less than $10,000,000 for any such registration, and (b) the Company pursuant is a registrant entitled to a registration under the 1933 Actuse Form S-3 or any successor form thereto to register such shares for secondary sales, then the Company shall use its reasonable best efforts to qualify for registration of its Common Stock register under the 1933 Securities Act on Form S-3 (or any successor form thereto for public sale in accordance with the method 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 successor form of similar tenor and effect), then, in addition to other rights of the Holders 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 (or any successor form of similar tenor and effect) 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 such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; providednotice, howeverthe number of shares of Restricted Stock specified in such notice. Notwithstanding the immediately preceding sentence, that no more than once per year the required dollar amount for the aggregate proposed offering price shall be reduced from $10,000,000 to $7,000,000 immediately, and without further action by any of the parties hereto, upon the receipt by 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 requisite consent to such reduction from the underwriter shall be mutually satisfactory parties to the Amended and Restated Registration Rights Agreement, dated as of April 26, 2000, by and among the Company and the Holders requesting securityholders party thereto. There shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this SECTION 2A; PROVIDED, HOWEVER, that in the event that the Company has already effected a registration hereunderon Form S-3 pursuant to this SECTION 2A during any 12 month period, any additional registration(s) on Form S-3 requested pursuant to this SECTION 2A during such 12 month period shall be at the expense of the Investor. If the method of disposition specified in such notice shall be an underwritten public offering, the Investor may designate the managing underwriter(s) of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Company's obligation to register Restricted Stock pursuant to SECTION 2A shall not be deemed satisfied in respect of any registration: (i) unless a registration statement covering at least 85% of the shares of Restricted Stock specified in notice received as aforesaid, for sale in accordance with the method of disposition specified by the Investor, shall have become effective, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, resulting in a failure to consummate the offering of Restricted Stock offered thereby, (iii) if after a registration statement has become effective, the offering of Restricted Stock offered thereby is not consummated due to factors beyond the control of the Investor, including, without limitation, in the context of a proposed firm commitment underwriting, the fact that the underwriters have advised the Investor that such Restricted Stock cannot be sold at a net price equal to or above the net price anticipated at the time of filing of the preliminary prospectus, or (iv) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied through no fault of the Investor. The Company shall not be required entitled to effect more than two registrations include in any registration statement referred to in this SECTION 2A, for sale in accordance with the method of disposition specified by the Investor, shares of Common Stock to be sold by the Company for its own account. In the event that any registration pursuant to this Section 8.3 within any twelve month period. The registration of Registrable Securities under this Section 8.3 SECTION 2A shall be at the Company’s expensebe, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage whole or underwriting commissions or discounts relating to the sale in part, an underwritten public offering of Common Stock owned by them and the managing underwriter advises the Company that inclusion of all such Restricted Stock would adversely affect the marketing of the offering, the Company shall pay allocate the fees and expenses shares of Common Stock to be included in such registration as follows: (A) first, to the Investor, (B) second, to the extent of any one special counsel retained by such Holders or Other Holderremaining shares to be included in the registration, to holders of "piggyback" registration rights requesting inclusion, pro rata on the basis of the number of shares of Common Stock requested to be included in the registration, (C) third, to the extent of any remaining shares to be included in the registration, to the Company, and (D) fourth, to the extent of any remaining shares to be included in the registration, to all other persons requesting shares of Common Stock to be included in the registration, pro rata on the basis of the number of shares of Common Stock requested to be included in the registration.

Registration on Form S-3. Following the first offering of its securities by Promptly after such time as the Company pursuant is eligible to a registration under the 1933 Actuse Form S-3 (but not later than fifteen (15) days after becoming eligible), irrespective of any prior filing of any Registration Statement in respect of any Registrable Securities, the Company shall use its reasonable efforts to qualify for registration of its Common Stock under prepare and file with the 1933 Act SEC a replacement Registration Statement on Form S-3 (or any successor or, if Form S-3 is not then available to the Company, on such 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 successor form of similar tenor and effect), then, in addition to other rights of the Holders 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, statement as expeditiously as possible, endeavor in good faith is then available to effect a registration for resale of the Registrable Securities, subject to the Buyer’s prior written consent), covering the resale of the Registrable Securities. Such Registration Statement also shall cover, to the extent allowable under the 1933 Securities Act on Form S-3 and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or any successor form of similar tenor and effect) of all transactions with respect to the Registrable Securities. The Company may permit securities other than the Registrable Securities referred to be included in a such Registration Statement; provided, that the inclusion of such securities in such Registration Statement shall not affect or limit the number of Registrable Securities included in such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request or notice given for acceleration of effectiveness thereof) shall be provided in accordance with Section 3.1 hereof to the Buyer and its counsel prior to its filing or other submission. The Company shall use its Best Efforts to cause the Registration Statement to be filed pursuant to this Section 8.2 and 2.2 to effect any registration or qualifications of such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange be declared effective by the SEC not later than the earlier of: (A) the date that is seventy five (75) days after the date on which the Common Stock of the Company is then listed, which may be required became eligible to permit the sale or disposition of such Registrable Securities in the manner specified in such request or noticesuse Form S-3; 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 and (B) sixty (60) days after such request or notice and which registration includes all Registrable Securities referred to in such request or noticethe Registration Statement is filed with the SEC. If Registrable Securities sold The Company shall keep the Registration Statement filed pursuant to this Section 8.3 are sold in an underwritten offering, 2.2 effective and current under the terms Securities Act until the date on which all 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 required to effect more than two registrations Registrable Securities are eligible for resale pursuant to this Section 8.3 within any twelve month period. The registration Rule 144(k) of Registrable the Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other HolderAct.

Registration on Form S-3. Following The Holders of Registrable Securities may at any time, and from time to time, request in writing that the first offering of its securities 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 or any similar short-form registration statement that may be available at such time (“Form S-3”); provided, that the Company pursuant shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a registration under the 1933 Actwritten request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall use its reasonable efforts to qualify for registration promptly give written notice of its Common Stock under the 1933 Act proposed Registration on Form S-3 to all other 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 (or any successor form 10) days after the receipt by the Holder of similar tenor and effect)the notice from the Company. If As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, that the Company shall not be able obligated to satisfy effect any such Registration pursuant to Section 2.3 hereof if (i) a Form S- 3 is not available for such offering; or (ii) the conditions for registration Holders of its Common Stock under Registrable Securities, together with the 1933 Act on Form S-3 (or Holders of any successor form of similar tenor and effect), then, in addition to other rights equity securities of the Holders hereunderCompany entitled to inclusion in such Registration, propose to sell the Company will, upon written request of Holders seeking to register on Form S-3 Registrable Securities having an and such other equity securities (if any) at any 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 (or any successor form of similar tenor and effect) of all Registrable Securities referred to in a request or notice given price to the Company public of less than $5,000,000. Registrations effected pursuant to this Section 8.2 and to effect any registration or qualifications of such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; 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 2.3 shall not be required to effect more than two registrations counted as Demand Registrations effected pursuant to this Section 8.3 within any twelve month period. The registration of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder2.1.

Registration on Form S-3. Following Subject to the first offering limitation set forth in ------------------------ Section 5(b) and in the last sentence of its securities by Section 4(a), if at any time (i) a holder or holders of Restricted Stock constituting at least 50% of the total shares of Restricted Stock then outstanding request the Company pursuant to a registration register under the 1933 Act, the Company shall use its reasonable efforts to qualify for registration of its Common Stock under the 1933 Securities Act on Form S-3 (all 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 successor form of similar tenor and effect), then, in addition to other rights portion of the Holders hereunder, the Company will, upon written request shares 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 (Restricted Stock held by such requesting holder or any successor form of similar tenor and effect) 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 such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the holders for sale or disposition of such Registrable Securities in the manner specified in such notice (provided that the shares of Restricted Stock for which registration has been requested shall constitute at least 50% of the total shares of Restricted Stock originally issued if such holder or holders shall request the registration of less than all shares of Restricted Stock then held by such holder or notices; holders) on Form S-3 or any successor thereto for a public offering of shares of Restricted Stock held by such requesting holder or holders and (ii) the Company 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 public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such request. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (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) shall apply to such registration, provided, however, that no more than once per year the Company requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may meet its obligations be requested and obtained under this Section 8.3 by preparing its own 6. The Company may not include in any 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 statement referred to in this Section 6 any shares of Common Stock to be sold for the account of any person not entitled as of June 30, 1998 to registration rights with respect to such request shares, except the Xxxxxx Shares. The Company may include in any registration statement referred to in this Section 6 the Xxxxxx Shares and/or shares of Common Stock to be sold for its own account or noticefor the account of any other holders of Common Stock who as of June 30, 1998 are entitled to "piggyback" or "incidental" rights to be included in the registration statement, in which case such registration statement shall be deemed to be a registration-statement initiated by the Company and shall be governed by the provisions of Section 5 above. If Registrable Securities sold Except for registration statements on Form X-0, X-0 or any successor thereto, registration statements registering the Xxxxxx Shares and/or securities to be issued by the Company to the seller or sellers in connection with an acquisition by the Company and registration statements required to be filed for holders of Common Stock who as of June 30, 1998 are entitled to "demand" registration rights, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 8.3 are sold in an underwritten offering, 6 until the terms completion of the underwriting agreement with period of distribution of the underwriter shall be mutually satisfactory to the Company and the Holders requesting registration hereunder. The Company shall not be required to effect more than two registrations pursuant to this contemplated thereby, as described in Section 8.3 within any twelve month period. The registration of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder7.

Registration on Form S-3. Following (a) In addition to the first rights under Section 2 hereof, if at any time (i) a holder or holders of at least 20% of the total Registrable Securities then outstanding request(s) that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of its securities all or 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 Company pursuant is a registrant entitled to a registration under the 1933 Actuse Form S-3 or any successor thereto to register such Registrable Securities, then the Company shall use its reasonable best efforts to qualify for registration of its Common Stock register under the 1933 Securities Act on Form S-3 (or any successor form thereto, in accordance with the method of similar tenor disposition specified in such notice, the number of Registrable Securities specified in such notice. Whenever the Company is required by this Section 4 to use its best efforts to effect the registration of Registrable Securities, each of the procedures and effect)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 the opportunity to participate in the offering) shall apply to such registration. If the 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 successor form of similar tenor and effect), then, in addition to other rights of the Holders hereunder, the Company will, upon written request of Holders seeking obligated 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 (or any successor form of similar tenor and effect) of all Registrable Securities referred to in a request or notice given to the Company pursuant to this Section 8.2 4 on two occasions only and to effect in no event within six months of a prior registration effected under Sections 2 or 3; provided, that such obligation shall be deemed satisfied on any occasion only when a registration or qualifications statement covering all Registrable Securities 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 under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; 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 shall have been sold pursuant thereto, subject to any cut-backs provided for in 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 required to effect more than two registrations pursuant to this Section 8.3 within any twelve month period. The registration of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other HolderAgreement.

Registration on Form S-3. Following Within 60 days after the first offering of its securities by the Company pursuant to a registration under the 1933 Act, Closing Date the Company shall use its reasonable efforts to qualify for prepare and file with the Commission a registration of its Common Stock under the 1933 Act statement on Form S-3 (or any successor Form S-1 or other appropriate form if Form S-3 is not then available) (the “Registration Statement”) under the Securities Act covering the resale from time to time of similar tenor and effect)all of the Registrable Securities pursuant to Rule 415 under the Securities Act. The Company shall use its best efforts to have the Registration Statement declared effective: (a) within 30 days of filing, if the Commission has informed the Company that it will not review the Company’s filings with the Commission; or (b) within 90 days of filings, if the Commission has informed the Company that it will review the Company’s filings with the Commission. If the Company fails to meet the deadlines specified in Section 2(a) or 2(b), then the parties shall be able negotiate in good faith to satisfy reach a mutually acceptable arrangement with respect to the conditions for registration Registrable Securities. At least one month prior to the issuance of its any shares of Buyer’s Common Stock under as Contingent Consideration, if applicable, the 1933 Act Company shall amend the Registration Statement or file a new registration statement on Form S-3 (or any successor Form S-1 or other appropriate form if Form S-3 is not then available) to register the resale of similar tenor and effect), then, in addition an estimated number of shares of Buyer’s Common to other rights be issued as Contingent Consideration based on a reasonable determination by the Company as to the anticipated number of the Holders hereundershares of Buyer’s Common Stock to be issued as Contingent Consideration. If necessary, the Company will, upon written request shall amend the Registration Statement promptly after issuance of Holders seeking any shares of Buyer’s Common Stock as Contingent Consideration to register on Form S-3 Registrable Securities having an aggregate market value the resale of at least $500,000such shares of Buyer’s Common Stock, as expeditiously as possible, endeavor in good faith to effect a registration under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect) 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 such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; 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 hereunderextent not already registered. The Company shall not keep the Registration Statement effective and/or file any required amendment until the earlier of such time as (a) all the Registrable Securities have been sold or (b) the Registrable Securities are eligible to be required to effect more than two registrations sold without volume or other restriction pursuant to this Section 8.3 within any twelve month period. The registration of Registrable Rule 144 under the Securities under this Section 8.3 shall be at Act (the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder“Registration Period”).

Registration on Form S-3. Following Parent shall, (a) within 60 calendar days following the first offering of its securities by the Company pursuant to Closing Date, file a registration under statement on Form S-3 covering the 1933 Act, resale of the Company shall shares of Parent Common Stock included in the Consideration Shares and (b) thereafter use its commercially reasonable efforts to qualify for cause such registration of its Common Stock statement to become effective under the 1933 Securities 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 successor form of similar tenor and effect), then, in addition to other rights of the Holders 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 promptly as possible, endeavor in good faith to effect a registration under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect) 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 such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; provided, however, that no more than once per year Parent shall not be obligated to effect any such registration if Form S-3 is not available for such offering by the Company 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 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 meet its obligations under this Section 8.3 be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by preparing its own such registration statement and (iii) furnish to the Shareholders such numbers of securities on any applicable form under copies of a prospectus, including a preliminary prospectus, in conformity with the 1933 requirements of the Securities Act, which registration becomes effective within 90 days after and such other documents as the Shareholders may reasonably request or notice and which registration includes all Registrable Securities referred in order to in facilitate the disposition of such request or noticeshares of Parent Common Stock owned by the Shareholders. If Registrable Securities sold It shall be a condition precedent to the obligations of Parent to take any action pursuant to this Section 8.3 are sold in an underwritten offering5.15 with respect to such shares of Parent Common Stock owned by any Shareholder that such Shareholder shall furnish to Parent, the terms within a reasonable period of the underwriting agreement with the underwriter shall be mutually satisfactory time prior to the Company date on which Parent is required to file the registration statement described in this Section 5.15, such information regarding himself, herself or itself, such shares of Parent Common Stock held by it, and the Holders requesting registration hereunder. The Company intended method of disposition of such securities as shall not be required to effect more than two registrations pursuant to this Section 8.3 within any twelve month periodthe registration thereof. The registration of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto Parent shall pay their pro rata brokerage or underwriting commissions or discounts relating to all expenses incurred in connection with the sale preparation and filing of Common Stock owned by them such registration statement, including all registration and shall pay the filing fees and expenses of any one special counsel retained by such Holders or Other Holderprinter, legal and accounting fees related thereto.

Registration on Form S-3. Following the first offering of its securities by For so long as the Company pursuant is qualified to a registration under the 1933 Actuse Form S-3 or any successor form, in addition to the rights contained in the forgoing provisions of this Agreement, the Initiating Holders shall have the right at any time and from time to time 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 Initiating Holder or Initiating Holders, as the case may be) and the Company shall use its commercially reasonable efforts to qualify cause such shares to be registered for registration of its Common Stock under the 1933 Act offering as soon as practicable 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 successor form of similar tenor and effectS-3), then, but in addition to other rights of the Holders 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 any event within sixty (or any successor form of similar tenor and effect60) 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 such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or noticesdays; provided, however, that no the aggregate proceeds for any such requested registration shall be expected to exceed $1,000,000; and provided further, however, that the Company shall not be obligated to file more than once per year one Form S-3 requested by the Company may meet its obligations under this Section 8.3 by preparing its own Initiating Holders in any six (6) month period. Any request for 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 5 (a "Form S-3 Registration") shall not be counted as a Demand Registration pursuant to Section 3(a) hereof. If, following receipt of a written request for a Form S-3 Registration, the Board of Directors, in its reasonable and good faith judgment, determines that any registration of Registrable Securities should not be made or continued because of a Valid Business Reason, the Company may (x) postpone filing a Registration Statement relating to such Form S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred fifty (150) days, and (y) in case a Registration Statement has been filed relating to a Form S-3 Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 5 more than once in any twelve (12) month period. The Company shall give written notice to all other Designated Holders of the receipt of a request for registration pursuant to this Section 5 and shall provide a reasonable opportunity for such other Designated Holders to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 3(e), including, without limitation, the underwriting agreement with the underwriter shall be mutually satisfactory provisions relating to the Company and exclusion of other securities prior to any reduction of Registrable Securities included in any such underwriting, shall apply to all participants in such offering. Notwithstanding the Holders requesting registration hereunder. The foregoing, the Company shall not be required to effect more than two registrations pursuant to this Section 8.3 within any twelve month period. The registration of Registrable Securities under this Section 8.3 5 if nationally recognized counsel for the Company, which counsel shall be at reasonably acceptable to the Company’s expenseInitiating Holders requesting registration under this Section 5, except that shall deliver an opinion addressed to such Initiating Holders participating that, pursuant to Rule 144 under the Securities Act or otherwise, such Initiating Holders can publicly sell the Registrable Securities as to which registration has been requested in a three-month period without registration pursuant hereto shall pay their pro rata brokerage under the Securities Act and without any limitation with respect to offerees, manner of offering or underwriting commissions or discounts relating to the sale size of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holdertransaction.

Registration on Form S-3. Following the first offering of its securities Class A ------------------------ Common Stock by the Company pursuant to a registration under the 1933 Act, the Company shall use its reasonable best efforts to qualify meet, as soon as possible, the eligibility requirements for a secondary distribution of its Class A Common Stock under the 1933 Act on Form S- 3 (or any similar form promulgated by the Commission). To that end, the Company shall register (whether or not required by law to do so) its Class A Common Stock under the 1934 Act no later than 30 days prior to the end of the Company's fiscal year following the effective date of the first registration of any securities of the Company under the 0000 Xxx. If the effective date of the public offering is less than 30 days prior to the end of the Company's fiscal year, the registration under the 1934 Act shall occur prior to the end of such fiscal year. After the Company is eligible for the registration of its Class A Common Stock under the 1933 Act on Form S-3 (or any successor form of similar tenor and effectform). 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 successor form of similar tenor and effect), then, in addition to other rights of the Holders hereunder, the Company will, upon written request of Holders seeking to register on Form S-3 Registrable Securities any holder or holders of shares of Stock having an aggregate market value of at least not less than $500,0001,000,000 and constituting greater than 4% of the outstanding shares of Stock (excluding, however, for purposes of calculation of such percentage, any shares of Common Stock issued upon the exercise of any 1984 Options, 1985 Options, 1987 Options, 1988 Options or 1988 E Options) of the Company to register or qualify such Stock pursuant to this Section 3.5, promptly give written notice of such request to all registered holders of Stock, any holder of Stock desiring to have any of its Stock included in such registration or qualification shall, within 20 days after its receipt of such notice from the Company, notify the Company of the number of shares of Stock which it desires to have so included and the manner in which it proposes to dispose of such Stock. The Company shall, as expeditiously as possible, endeavor in good faith to effect a registration under the 1933 Act on Form S-3 (or any successor form of similar tenor and effectform) of all Registrable Securities Stock referred to in a request or notice timely given to the Company pursuant to this Section 8.2 3.5, and to effect any registration or qualifications qualification of such Registrable Securities Stock under any state law, and any listing of such Registrable Securities Stock with any securities exchange on which the Class A Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities Stock in the manner specified in such request or notices; 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 required to effect more than two registrations cause a registration statement to become effective pursuant to this Section 8.3 within 3.5 prior to 90 days following the effective date of the most recent registration by the Company under the 1933 Act, or more than twice during any twelve month period. The registration of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holderyear.

Registration on Form S-3. Following In addition to the first offering rights provided the holders of its securities by Registrable Shares in Section 8.1 and Section 8.2 above, from and after the Company pursuant to a date that the registration of Registrable Shares under the 1933 Act, the Company shall use its reasonable efforts to qualify for registration of its Common Stock under the 1933 Securities Act can be effected on Form S-3 (or any similar successor form of similar tenor promulgated by the Securities and effect). If Exchange Commission) through the Company shall be able to satisfy period ending five years following the conditions for registration Company's first public offering of its Common Stock in an offering registered under the 1933 Securities Act, the Company will promptly so notify each holder of Registrable Shares and then will at any time, and from time to time, during such period, as expeditiously as possible, use its best efforts to effect registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Shares as the holder or holders shall specify. Notwithstanding the above, the Company shall not be obligated to effect any registration pursuant to this Section 8.3: (i) if Form S-3 (or any similar successor form promulgated by the Securities and Exchange Commission) is not available for such offering by the holders; (ii) if the holders of Registrable Shares, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000: (iii) if the Company shall furnish the holders a certificate signed by the chief executive officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 90 days after receipt of the request of the holder or holders under this Section 8 3; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 (or any similar successor form of similar tenor promulgated by the Securities and effect), then, in addition to other rights of Exchange Commission).for the Holders 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 (or any successor form of similar tenor and effect) of all Registrable Securities referred to in a request or notice given to the Company holders pursuant to this Section 8.2 and to effect any registration or qualifications of such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; 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 required to effect more than two registrations pursuant to this Section 8.3 within any twelve month period. The registration of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder8.3.

Registration on Form S-3. Following If at any time (i) Holders of at least thirty percent (30%) of the first Registrable Securities then outstanding 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 Registrable Securities and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to effect the distribution of such Registrable Securities for public sale or resale (as the case may be), then the Company shall promptly give written notice of the proposed registration to all other Holders and shall use its securities best efforts to register under the Securities Act on Form S-3 or any comparable or successor form thereto, for public sale or resale (as the case may be) in accordance with the method of disposition specified in such notice, the number of Registrable Securities specified in such notice, together with the number of Registrable Securities requested by any other Holder or Holders for inclusion in such registration, received by the Company pursuant within fifteen (15) days after delivery of such notice by the Company. Whenever the Company is required by this Section 2.3 to a use its best efforts to effect the registration under of Registrable Securities, each of the 1933 Actprocedures and requirements of Section 2.1 shall apply to such registration. Notwithstanding the foregoing, the Company shall use its reasonable efforts to qualify for registration of its Common Stock under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect). If the Company shall not be able to satisfy the conditions for registration of its Common Stock under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect), then, in addition to other rights of the Holders 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 obligated to effect a any such registration under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect) of all Registrable Securities referred to in a request or notice given to the Company pursuant to this Section 8.2 and to effect 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any registration or qualifications of such Registrable Securities under any state law, and any listing of such Registrable Securities with any other securities exchange on which the Common Stock of the Company is then listedentitled to inclusion in such registration, which may be required propose to permit the sale or disposition of such sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $2,500,000; or (3) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the manner specified good faith judgment of the Board, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in such which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder or noticesHolders under this Section 2.3; provided, however, that no the Company shall not utilize this right more than once per year in any twelve month period; (4) if the Company may meet its obligations under this Section 8.3 by preparing its own registration of securities has already effected two registrations on any applicable form under Form S-3 for 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 Holders pursuant to this Section 8.3 are sold 2.3 within the immediately preceding 12 month period; or (5) in an underwritten offering, the terms of the underwriting agreement with the underwriter shall be mutually satisfactory to any particular jurisdiction in which the Company and the Holders requesting registration hereunder. The Company shall not would be required to effect more than two qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. Subject to the foregoing, there shall be no limitation on the number of registrations pursuant to this Section 8.3 within any twelve month period. The registration of Registrable Securities on Form S-3 which may be requested and obtained under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder2.3.

Registration on Form S-3. Following If at any time the first holders of at least twenty percent (20%) of the Registrable Shares then owned beneficially or of record by Investors and Investor Transferees request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of its securities all or any portion of the Registrable Shares held by such requesting holder or holders, the reasonably anticipated aggregate price to the public (net of underwriting discounts and commissions) of which would exceed $2,000,000, and the Company pursuant is a registrant entitled to a registration under the 1933 Actuse Form S-3 or any successor thereto to register such shares, then the Company shall use its all commercially reasonable efforts to qualify for registration of its Common Stock register under the 1933 Securities Act on Form S-3 (or any successor form thereto, for public sale in accordance with the method of similar tenor 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 use all reasonable efforts to effect the registration of Registrable Shares, each of the procedures and effect)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. If the 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 successor form of similar tenor and effect), then, in addition to other rights of the Holders hereunder, the Company will, upon written request of Holders seeking obligated 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 (or any successor form of similar tenor Shares and effect) of all Registrable Securities referred to in a request or notice given to the Company Comcast Shares pursuant to this Section 8.2 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 to effect any registration or qualifications of such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner Comcast Shares specified in such request or notices; providednotices received as aforesaid, 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 for sale 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 accordance with the underwriter method of disposition specified by the requesting holders, shall be mutually satisfactory to the Company and the Holders requesting registration hereunderhave become effective. The Company shall not be required will use its commercially reasonable efforts to effect more than two registrations pursuant to this Section 8.3 within any twelve month period. The registration of Registrable Securities under this Section 8.3 shall be at maintain the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses effectiveness of any Form S-3 for a period of up to one special counsel retained by hundred eighty (180) days or such Holders or Other Holderearlier time as all of the Registrable Shares and Comcast Shares have been sold.

Registration on Form S-3. Following (a) If any Holder or Holders hold Registrable Securities equal or convertible in the first offering aggregate to not less than 2% of its securities by the then outstanding Common Stock request that the Company pursuant to file a registration under the 1933 Act, the Company shall use its reasonable efforts to qualify for registration of its Common Stock under the 1933 Act statement on Form S-3 (or any successor form to Form S-3) for a public offering of similar tenor shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and effect). If commissions, would exceed $1,000,000, and the Company shall be able is a registrant entitled to satisfy the conditions for registration of its Common Stock under the 1933 Act on use Form S-3 (or any successor form of similar tenor and effect), then, in addition to other rights of Form S-3) to register the Holders hereunderRegistrable Securities for such an offering, the Company will, upon written request of Holders seeking shall use its best efforts 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 (or any successor form of similar tenor and effect) 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 cause such Registrable Securities under any state law, to be registered for the offering on such form and any listing of to cause such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may to be required to permit the sale or disposition of such Registrable Securities in the manner specified qualified in such request jurisdictions as such Holder or noticesHolders may reasonably request; 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 required to effect more than two registrations one registration pursuant to this Section 8.3 within 1.7 in any twelve 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 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 unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if 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 appropriate for the registration of Registrable Securities under this Section 8.3 Securities); (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 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 shall furnish to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be at deferred for a period not to exceed ninety (90) days from the Company’s expense, except that Holders participating in a receipt of the request to file such registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder.; provided that the Company may not exercise this deferral right more than once per twelve (12) month period. 1.8

Registration on Form S-3. Following If at any time (i) Holders of at least thirty percent (30%) of the first Registrable Securities then outstanding 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 of Registrable Securities and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to effect the distribution of such Registrable Securities for public sale or resale (as the case may be), then the Company shall promptly give written notice of the proposed registration to all other Holders and shall use its securities best efforts to register under the Securities Act on Form S-3 or any comparable or successor form thereto, for public sale or resale (as the case may be) in accordance with the method of disposition specified in such notice, the number of Registrable Securities specified in such notice, together with the number of Registrable Securities requested by any other Holder or Holders for inclusion in such registration, received by the Company pursuant within fifteen (15) days after delivery of such notice by the Company. Whenever the Company is required by this Section 2.3 to a use its best efforts to effect the registration under of Registrable Securities, each of the 1933 Actprocedures and requirements of Section 2.1 shall apply to such registration. Notwithstanding the foregoing, the Company shall use its reasonable efforts to qualify for registration of its Common Stock under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect). If the Company shall not be able to satisfy the conditions for registration of its Common Stock under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect), then, in addition to other rights of the Holders 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 obligated to effect a any such registration under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect) of all Registrable Securities referred to in a request or notice given to the Company pursuant to this Section 8.2 and to effect 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any registration or qualifications of such Registrable Securities under any state law, and any listing of such Registrable Securities with any other securities exchange on which the Common Stock of the Company is then listedentitled to inclusion in such registration, which may be required propose to permit the sale or disposition of such sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $2,500,000; or (3) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the manner specified good faith judgment of the Board, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in such which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder or noticesHolders under this Section 2.3; provided, however, that no the Company shall not utilize this right more than once per year in any twelve month period; (4) if the Company may meet its obligations under this Section 8.3 by preparing its own registration of securities has already effected two registrations on any applicable form under Form S-3 for 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 Holders pursuant to this Section 8.3 are sold 2.3 within the immediately preceding 12 month period; or (5) in an underwritten offering, the terms of the underwriting agreement with the underwriter shall be mutually satisfactory to any particular jurisdiction in which the Company and the Holders requesting registration hereunder. The Company shall not would be required to effect more than two qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. Subject to the foregoing, there shall be no limitation on the number of registrations pursuant to this Section 8.3 within any twelve month period. The registration of Registrable Securities on Form S-3 which may be requested and obtained under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder2.3.

Registration on Form S-3. Following the first offering of its securities by the Company pursuant to a registration under the 1933 Act, (a) In case the Company shall use its reasonable efforts to qualify for receive a written request from holders who in the aggregate hold at least fifty percent (50%) of the Registrable Securities (collectively, the "Initiating Holders") that the Company file a registration of its Common Stock under the 1933 Act statement on Form S-3 (or any successor form to Form S-3) for a public offering of similar tenor shares of the Registrable Securities the aggregate price to the public of which, net of underwriting discounts and effect). If commissions, would exceed $1,000,000 and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall be able use its commercially reasonable efforts to satisfy the conditions for registration of its Common Stock under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect), then, in addition to other rights of the Holders 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 (or any successor form of similar tenor and effect) 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 cause such Registrable Securities under any state law, to be registered for the offering on such form and any listing of to cause such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may to be required to permit the sale or disposition of such Registrable Securities in the manner specified qualified in such request jurisdictions as such holder or notices; provided, however, that no more than once per year the Company holders 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 noticereasonably request. If Registrable Securities sold pursuant such offer is to this Section 8.3 are sold in be an underwritten offeringoffer, the terms of underwriters selected by the underwriting agreement with the underwriter shall Initiating Holders must be mutually satisfactory reasonably acceptable to the Company and the Holders requesting registration hereunderCompany. The Company shall not be required to effect more than two (2) registrations pursuant to this Section 8.3 within 5. Any such registration must be maintained in effect until the earlier of (i) the expiration of one hundred eighty (180) days or (ii) the date the shares under registration on Form S-3 are sold. Notwithstanding the foregoing, the Company shall not be required to effect more than one (1) registration pursuant to this Section 5 during any twelve (12) month period. The registration Company shall inform the other holders of Registrable Securities of the proposed registration and offer them upon at least ten (10) days' written notice the opportunity to participate. In the event the registration is proposed to be part of a firm commitment underwritten public offering, the cut-back provisions of Section 4(c) shall be applicable to the registration initiated under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder5.

Registration on Form S-3. Following If at any time (i) a holder or holders of Shares or Restricted Stock request that the first Company file a registration statement on Form S-3 or any successor thereto for a public offering of its securities all or any portion of the shares of Restricted Stock 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 pursuant is a registrant entitled to a registration under the 1933 Actuse Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to qualify for registration of its Common Stock register under the 1933 Securities Act on Form S-3 (or any successor form thereto, for public sale in accordance with the method of similar tenor disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and effectrequirements of Section 4 (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) shall apply to such registration, PROVIDED, HOWEVER, that the number of registrations on Form S-3 which may be requested and obtained under this Section 6 shall be limited to three (3). If Notwithstanding anything to the contrary contained herein, no request may be made under this Section 6 within one hundred eighty (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 Sections 4 or 5 and in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been requested. Notwithstanding the foregoing, the Company shall not be able obligated to satisfy effect any S-3 registration: (i) unless such request would have a net aggregate offering price exceeding $500,000; or (ii) if such request is made within 12 months of a previous S-3 registration. In addition, if the conditions for registration of its Common Stock under the 1933 Act on Form S-3 (President or any successor form of similar tenor and effect), then, in addition to other rights Chief Executive Officer of the Holders hereunderCompany executes a certificate giving notice of the Company's intention to file a registration statement or stating that in the good faith judgment of the Board of Directors of the Company the offering would be detrimental to the Company or its shareholders, the Company will, upon written may delay such request one or more times (but only once in any 12 month period) for a period not to exceed 180 days after receipt 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 (or any successor form of similar tenor and effect) 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 such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; 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 required to effect more than two registrations pursuant to this Section 8.3 within any twelve month period. The registration of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder6.

Registration on Form S-3. Following (a) Subject to receipt of necessary information from the first offering of its securities by the Company pursuant to a registration under the 1933 Act, the Company shall use its reasonable efforts to qualify for registration of its Common Stock under the 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 successor form of similar tenor and effect), then, in addition to other rights of the Holders hereunderInvestor Stockholders, the Company will, upon written request as soon as practical but in no event later than 30 days following the earlier of Holders seeking the date of (x) the conversion of the Notes or (y) the initial issuance of the Series B Preferred Stock, in each case pursuant to register the terms and conditions of the Purchase Agreement, prepare and file with the SEC a Registration Statement on Form S-3 to permit a public offering and resale of the Registrable Securities having an aggregate market value under the Securities Act on a continuous (or shelf) basis under Rule 415. The Company acknowledges that the plan of at least $500,000distribution 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 expeditiously the Investor Stockholders shall request. The Company will use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC within 90 days following the earlier of the date of (x) the conversion of the Notes or (y) the initial issuance of the Series B Preferred Stock, in each case, pursuant to the terms and conditions of the Purchase Agreement. The Company will cause such Registration Statement to remain effective until such time as possible, endeavor in good faith all of the shares of Common Stock designated thereunder are sold or the holders thereof are entitled to effect a rely on Rule 144(k) for sales of Registrable Securities without registration under the 1933 Securities Act on and without compliance with the public information, sales volume, manner of sale or notice requirements of Rule 144(c), (e), (f) or (h). The Company will file its pro-forma financial statements required by the Company’s Form S-3 8-K filing obligations under the Exchange Act within (or i) 75 days of the Company’s filing of the applicable Form 8-K relating to the Company’s acquisition of Beta Analytics, Incorporated and (ii) 60 days of the Company’s filing of the applicable Form 8-K relating to any successor form other Company Acquisition. The Company will pay all Registration Expenses of similar tenor and effect) each registration of all Registrable Securities referred to in a request or notice given to the Company pursuant to this Section 8.2 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 Series B Preferred Stock issued on conversion of the Notes and the conversion of the Series B Preferred Stock and (b) the exercise of the Warrants held by or issuable to effect any registration or qualifications the Investor Stockholders. The Company acknowledges that at the time the Company files the Registration Statement pursuant to this Section 3 the number of such Registrable Securities under any state lawwill not be fixed due to the antidilution and other provisions related to the Notes, Shares and Warrants (“Adjustment Provisions”) and due to possible future issuances of Notes, Shares and Warrants at Subsequent Closings (“Subsequent Closing Provisions”). Accordingly, the Company agrees that it will register the number of shares of Common Stock issuable upon conversion of Series B Preferred Stock issuable on conversion of the Notes and the conversion of the Series B Preferred Stock and on the exercise of the Warrants held by or issuable to the Investor Stockholders as of the date hereof. The Company agrees that, thereafter, it will file, as soon as practicable but in no event later than 30 days after the issuance of additional Registrable Securities that are not covered by such Registration Statement (due to the effect of the Adjustment Provisions and the Subsequent Closing Provisions) such amendments and/or supplements to the Registration Statement, and any listing such additional Registration Statements as are necessary in order to ensure that at least 100% of such Registrable Securities with any securities exchange on which the number of shares of Common Stock issuable on conversion of the Company is then listedSeries B Preferred Stock issuable on conversion of the Notes and the conversion of the Series B Preferred Stock and on the exercise of the Warrants held by or issuable to the Investor Stockholders are included in a Registration Statement, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; provided, however, that no more than once per year and the Company may meet will use its obligations under this Section 8.3 by preparing its own registration of securities on any applicable form under the 1933 Actreasonable best efforts to cause such amendments, which registration becomes supplements and additional Registration Statements to be declared effective within 90 days after following the issuance of such request or notice and which registration includes all additional Registrable Securities referred to in such request or notice. If Registrable Securities sold pursuant to this Section 8.3 that are sold in not otherwise covered by 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 required to effect more than two registrations pursuant to this Section 8.3 within any twelve month period. The registration of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holdereffective Registration Statement.

Registration on Form S-3. Following (a) Subject to receipt of necessary information from the first offering of its securities by the Company pursuant to a registration under the 1933 Act, the Company shall use its reasonable efforts to qualify for registration of its Common Stock under the 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 successor form of similar tenor and effect), then, in addition to other rights of the Holders hereunderPequot Stockholders, the Company will, upon written request of Holders seeking to register as soon as practical but in no event later than 30 days following the date hereof, prepare and file with the SEC a Registration Statement on Form S-3 to permit a public offering and resale of the Registrable Securities having an aggregate market value under the Securities Act on a continuous basis under Rule 415. The Company acknowledges that the plan of at least $500,000distribution 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 expeditiously the Pequot Stockholders shall request. The Company 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 possible, endeavor in good faith all of the shares of Common Stock designated thereunder are sold or the holders thereof are entitled to effect a rely on Rule 144(k) for sales of Registrable Securities without registration under the 1933 Securities Act on Form S-3 and without compliance with the public information, sales volume, manner of sale or notice requirements of Rule 144(c), (e), (f) or any successor form (h). The Company will pay all Registration Expenses of similar tenor and effect) each registration 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 3. The number of such Registrable Securities under any state law, and any listing shares of such Registrable Securities with any securities exchange on which the 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 is then listed, which may be required to permit acknowledges that at the sale or disposition of such Registrable Securities in the manner specified in such request or notices; provided, however, that no more than once per year time the Company may meet its obligations under this Section 8.3 by preparing its own registration of securities on any applicable form under files 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 Registration Statement pursuant to this Section 8.3 are sold in an underwritten offering3 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 terms Company agrees that it will register the number of shares of Common Stock issuable on conversion of the underwriting agreement with Notes and the underwriter shall be mutually satisfactory 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 Company and Pequot Stockholders as of the Holders requesting registration hereunderdate hereof. The Company shall not be required to effect more than two registrations pursuant to this Section 8.3 agrees that, thereafter, it will file, within any twelve month period. The registration a reasonable period of time after all of the Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating are not covered by such Registration Statement (due to the sale effect of the Adjustment Provisions) such amendments and/or supplements to the Registration Statement, and such additional Registration Statements as are necessary in order to ensure that at least 100% of the number of shares of Common Stock owned 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 them and shall pay or issuable to the fees and expenses of any one special counsel retained by such Holders or Other HolderPequot Stockholders are included in a Registration Statement.

Registration on Form S-3. Following the first offering of its securities by the Company pursuant to a registration under the 1933 Act, the The Company shall use its reasonable best efforts to qualify and remain eligible for registration of on Form S-3 or any comparable or successor form; and to that end the Company shall register (whether or not required by law to do so) its Common Stock under the 1933 Securities Exchange Act of 1934 (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. 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 5, the Holders of Registrable Securities 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 any successor form of similar tenor and effectHolders). If , provided that in no event shall the Company shall be able required to satisfy the conditions for (i) register shares which would result in a registration of its Common Stock under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect), then, in addition to other rights of the Holders hereunder, the Company will, upon written request of Holders seeking to register on Form S-3 Registrable Securities having with an aggregate market value of at least less than $500,000, as expeditiously as possible, endeavor in good faith to 1,000,000 or (ii) effect a registration under the 1933 Act on Form S-3 more than two (or any successor form of similar tenor and effect2) of all Registrable Securities referred to in a request or notice given to the Company registrations pursuant to this Section 8.2 and 5.5 in any twelve (12) month period. Notwithstanding the foregoing, if the Company shall furnish to effect any the Holders requesting registration or qualifications of such Registrable Securities under any state lawpursuant to this Section 5.5, and any listing of such Registrable Securities with any securities exchange on which a certificate signed by the Common Stock Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for a registration statement to be filed and it is then listed, which may be required therefore essential to permit defer the sale or disposition filing of such Registrable Securities in registration statement, the manner specified in Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days after receipt of the request or noticesof the Initiating Holders; provided, however, that no if the effectiveness of a registration statement is suspended pursuant to this provision, the period of such suspension shall be added to the end of the period that such registration statement would otherwise be required to be effective hereunder so that the aggregate number of days that such registration statement is required to remain effective hereunder shall remain unchanged; provided, further, that the Company may not utilize this right more than once per year the Company may meet its obligations under this Section 8.3 by preparing its own registration of securities on in 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 required to effect more than two registrations pursuant to this Section 8.3 within any twelve twelve-month period. The registration of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder.

Registration on Form S-3. Following All expenses incurred in connection with up to two (2) registrations requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the first offering reasonable fees and disbursements of its securities one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, each of which shall be paid by the Company pursuant to (a registration under the 1933 Act, the “Company shall use its reasonable efforts to qualify for registration of its Common Stock under the 1933 Act on Form Paid S-3 (or any successor form of similar tenor and effectRegistration”). 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 successor form of similar tenor and effect), then, in addition to other rights of the Holders 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 (or any successor form of similar tenor and effect) 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 such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; provided, however, that no more than once per year registration pursuant to Section 1.4 shall count as a Company Paid S-3 Registration if the Company may meet its obligations under withdraws such registration before it becomes effective (subject to the remainder of this Section 8.3 by preparing its own registration of securities on any applicable form under 1.7(c)); and provided, further, that 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 required to effect more than two registrations pay for any expenses of any registration proceeding begun pursuant to this Section 8.3 within any twelve month period. The 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities under this to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one S-3 registration pursuant to Section 8.3 1.4; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.4. Any underwriters’ discounts or commissions associated with Registrable Securities, shall be at borne pro rata by the Company’s expense, except that Holder or Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other HolderForm S-3 Registration.

Registration on Form S-3. Following Purchaser shall, (a) within ninety (90) calendar days following the first offering Closing Date and following the occurrence of its securities by the Company pursuant to each Milestone Event, file a registration under statement on Form S-3 covering the 1933 Actresale of the Consideration Shares (each a “Resale Registration Statement”), the Company shall and (b) thereafter use its commercially reasonable efforts to qualify for registration of its Common Stock cause such Resale Registration Statement to become effective under the 1933 Securities 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 successor form of similar tenor and effect), then, in addition to other rights of the Holders 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 promptly as possible, endeavor in good faith to effect a registration under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect) 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 such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; provided, however, that no more than once per Purchaser shall not be obligated to effect any such registration if Form S-3 is not available for such offering by the Shareholders. Following each Resale Registration Statement becoming effective, Purchaser shall (i) use commercially reasonable efforts to keep such registration statement effective (x) for a period of up to one (1) year or (y) until such time as all Consideration Shares can be freely sold without volume limitations or any similar restrictions, whichever is later or, if earlier, until the Company may meet its obligations under this Section 8.3 by preparing its own entire distribution contemplated in such registration statement has been completed or the holders of securities on any applicable form such Consideration Shares have sold all such shares in the public market pursuant to an exemption from registration under the 1933 Securities Act, which (ii) prepare and file with the U.S. Securities and Exchange Commission such amendments and supplements to the Resale Registration Statement and the prospectus used in connection with such registration becomes effective within 90 days after statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement, 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 or notice and which registration includes all Registrable Securities referred in order to in facilitate the disposition of such request or noticeshares of such Consideration Shares. If Registrable Securities sold It shall be a condition precedent to the obligations of Purchaser to take any action pursuant to this Section 8.3 are sold in an underwritten offering5.14 with respect to such shares of Purchaser Common Stock owned by any Shareholder that such Shareholder shall furnish to Purchaser, the terms within a reasonable period of the underwriting agreement with the underwriter shall be mutually satisfactory time prior to the Company date on which Purchaser is required to file the Resale Registration Statement, such information regarding himself, herself or itself, such shares of Purchaser Common Stock held by it, and the Holders requesting registration hereunder. The Company intended method of disposition of such securities as shall not be required to effect more than two registrations pursuant to this Section 8.3 within any twelve month periodthe registration thereof. The registration of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto Purchaser shall pay their pro rata brokerage or underwriting commissions or discounts relating to all expenses incurred in connection with the sale preparation and filing of Common Stock owned by them such registration statement, including all registration and shall pay the filing fees and expenses of any one special counsel retained by such Holders or Other Holderprinter, legal and accounting fees related thereto.

Registration on Form S-3. Following If any Holder or Holders of the first offering of its securities by then outstanding Registrable Securities request that the Company pursuant to file a registration under the 1933 Act, the Company shall use its reasonable efforts to qualify for registration of its Common Stock under the 1933 Act statement on Form S-3 (or any successor form to Form S-3) for a public offering of similar tenor shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and effect). If commissions, would exceed $2,000,000, and the Company is entitled to use Form S-3 under applicable SEC rules to register the Registrable Securities for such an offering, the Company shall be able use its commercially reasonable efforts to satisfy the conditions for registration of its Common Stock under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect), then, in addition to other rights of the Holders 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 (or any successor form of similar tenor and effect) 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 cause such Registrable Securities under any state law, to be registered for the offering on such form and any listing of to cause such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may to be required to permit the sale or disposition of such Registrable Securities in the manner specified qualified in such request jurisdictions as the Holder or noticesHolders may reasonably request; 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 required to effect more than two registrations one (1) registration in any 12 month period (other than an X-0, X-0 or S-4 for employees’ stock) pursuant to this Section 8.3 within any twelve month period1.4, or two registrations in total pursuant to this Section 1.4. The Such registration shall be kept effective by the Company until the earliest to occur of such time as: (i) all shares registered thereunder have been sold, (ii) the Holders whose shares are registered thereunder agree to terminate the registration, or (iii) 30 days after the effective date of such registration. If the Holders advise the Company of their intention to effect the sale of Registrable Securities pursuant to an underwritten offering, the substantive provisions of Section 1.3(b) shall be applicable to each registration initiated under this Section 8.3 shall be at the Company’s expense1.4, except that Holders participating in the Registrable Securities shall be the last shares subject to an underwriter’s cutback. Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 1.4 with respect to a Holder who at the time of the request for registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to holds Registrable Securities, all of which may be sold during a single three-month period under Rule 144 of the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other HolderSecurities Act.

Registration on Form S-3. Following the first offering of its securities by the Company pursuant (a) As soon as practicable after Visigenic becomes eligible to file a registration under the 1933 Act, the Company shall use its reasonable efforts to qualify for registration of its Common Stock under the 1933 Act statement on Form S-3 (or any successor form of similar tenor to Form S-3), and effect). If the Company not more than thirty (30) days thereafter, Visigenic shall be able to satisfy the conditions for file a registration of its Common Stock under the 1933 Act statement on Form S-3 (or any successor form to Form S-3) with respect to shares of similar tenor and effect)Visigenic Common Stock issued in the Merger, then, in addition to other rights of including the Holders 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 (or any successor form of similar tenor and effect) 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 such Registrable Securities under any state lawCustomWare Escrow Shares, and any listing shares of such Registrable Securities with any securities exchange on which the Visigenic Common Stock issued as a dividend, stock split or distribution on such shares (collectively, the "Shares") (such registration statement and any successor or substitute registration statement herein the "Registration Statement"). Visigenic shall use its best efforts to cause such Registration Statement to become effective as promptly as practicable and to maintain the effectiveness of the Company is then listed, which may be required Registration Statement (and to permit maintain the sale or disposition current status of such Registrable Securities in the manner specified in such request or noticesprospectus contained therein) for a period of ninety (90) days; provided, however, that no more than once per the right of -------- ------- the Shareholder to resell the Shares pursuant to the Registration Statement shall be suspended, unless otherwise agreed by Visigenic, whenever Visigenic's "insiders," as this term is defined in Visigenic's Xxxxxxx Xxxxxxx Policy, are restricted from trading capital stock of Visigenic (a "Restricted Period"), provided that Visigenic has notified the Shareholder in writing of the -------- commencement of the applicable Restricted Period, provided further that, unless -------- ------- the Shareholder receives prior written notice from Visigenic to the contrary, the Shareholder shall be deemed to have received notice of the commencement of a Restricted Period as of the first day of the third month of each fiscal quarter of Visigenic and expiration of such Restricted Period at the commencement of the third full trading day following release of Visigenic's financial results for such fiscal quarter (or results for the fiscal year in the Company may meet its obligations under case of the fourth fiscal quarter of each year). Visigenic shall have the affirmative right to suspend the effectiveness of the Registration Statement during any and all Restricted Periods in accordance with this Section 8.3 by preparing its own registration subsection 6.8. Visigenic will provide written notice to the Shareholder promptly after the applicable Restricted Period expires. It shall be a condition precedent to the right of securities on any applicable form the Shareholder to sell Shares under the 1933 Act, which registration becomes effective within 90 days after Registration Statement that the Shareholder shall have furnished to Visigenic 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 offeringinformation regarding himself, the terms of the underwriting agreement with the underwriter shall be mutually satisfactory to the Company Visigenic Common Stock held by him and the Holders requesting registration hereunder. The Company intended method of distribution of such securities as shall not be required to effect more than two registrations pursuant be included in the Registration Statement with respect to this Section 8.3 within any twelve month periodsuch Shares. The registration Visigenic shall provide the Shareholder with copies of Registrable Securities under this Section 8.3 shall be at each Registration Statement, each amendment or supplement thereto, and the Company’s expense, except that Holders participating prospectus contained therein (as amended and or supplemented) in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to such numbers as the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other HolderShareholder may reasonably request.

Registration on Form S-3. Following the first offering of its securities by At any time after the Company has completed an underwritten Initial Public Offering of shares of Common Stock pursuant to an effective registration statement under the Securities Act, any Holder of Registrable Securities (the “Initiating Form S-3 Holder”) may request that the Company file a registration statement under the 1933 ActSecurities Act on Form S-3 (or similar or successor form), covering the sale or other distribution of all or any portion of the Registrable Securities held by such Initiating Form S-3 Holder, pursuant to Rule 415 under the Securities Act (“Form S-3 Demand”), if (i) the reasonably anticipated aggregate gross proceeds resulting from the sale of the Registrable Securities covered by such registration statement would equal or exceed $1,000,000, and (ii) the Company is a registrant qualified to use Form S-3 (or any similar or successor form) to register such Registrable Securities. If such conditions are met, the Company shall use its commercially reasonable efforts to qualify for registration of its Common Stock register under the 1933 Securities Act on Form S-3 (or any similar or successor form form) at the earliest practicable date, for sale in accordance with the method of similar tenor and effect)disposition specified in the Form S-3 Demand, the number of Registrable Securities specified in such Form S-3 Demand. If Notwithstanding the foregoing, if the Company shall furnish to the Initiating Form S-3 Holders a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company stating that a Valid Business Reason exists, the Company shall have the right to defer taking action with respect to such filing for a period of 90 days after receipt of the Form S-3 Demand. Notwithstanding the foregoing, the Company shall not be able obligated to satisfy the conditions for registration of its Common Stock under the 1933 Act on file more than one Form S-3 pursuant to this Section 3.5 in any given six month period and shall only be required to keep such Form S-3 (or any similar or successor form of similar tenor and effect), then, in addition form) effective for a period not to other rights of the Holders 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 (or any successor form of similar tenor and effect) 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 such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; 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 hereunderexceed 180 days. The Company shall not be required obligated to effect more than two registrations register the Registrable Securities of any Holder pursuant to this Section 8.3 within any twelve month period. The registration a Form S-3 Demand if, in the opinion of counsel to the Company reasonably satisfactory to the Initiating Form S-3 Holder and its counsel (or, if the Initiating Form S-3 Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other HolderSecurities Act.

Registration on Form S-3. Following (a) If at any time after the first offering anniversary of its securities by this Agreement, any Holder requests that the Company pursuant to file a registration under the 1933 Act, the Company shall use its reasonable efforts to qualify for registration of its Common Stock under the 1933 Act statement on Form S-3 (or any successor form to Form S-3) for a public offering of similar tenor shares of the Registrable Securities the anticipated aggregate offering price of not less than $750,000, and effect). If the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall be able use its best efforts to satisfy the conditions for registration of its Common Stock under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect), then, in addition to other rights of the Holders 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 (or any successor form of similar tenor and effect) 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 cause such Registrable Securities under any state lawto be registered for the offering on such form; PROVIDED, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; provided, howeverHOWEVER, 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 required to effect more than two registrations one such registration pursuant to this Section 8.3 within 1.7 in any twelve twelve-month period. The Company will (I) promptly give written notice of the proposed registration to all other Holders and (ii) 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 appropriate compliance with applicable regulations issued under the Securities Act and 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 Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within thirty (30) days after receipt of such written notice from the Company. If the registration is for a public offering involving an underwriting, 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 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 unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request of the Holder, 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 appropriate for the registration of Registrable Securities under this Section 8.3 shall be at Securities); (iii) during the Company’s expenseperiod starting with the date forty-five (45) days prior to the filing of, except that Holders participating in and ending on a date sixty (60) days following the effective date of, a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts 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 sale registration of Common Stock owned 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 a certificate signed by them and shall pay the fees and expenses President of any one special counsel retained by such Holders or Other Holder.the Company stating that in the good faith judgment of the Board of Directors it

Registration on Form S-3. Following the first offering of its securities by (a) If any Holder requests that the Company pursuant to file a registration under the 1933 Act, the Company shall use its reasonable efforts to qualify for registration of its Common Stock under the 1933 Act statement on Form S-3 (or any successor form to Form S-3) for a public offering of similar tenor shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which would exceed $250,000, and effect). If the Company is a registrant entitled to use form S-3 to register the Registrable Securities for such an offering, the Company shall be able use its best efforts to satisfy the conditions for registration of its Common Stock under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect), then, in addition to other rights of the Holders 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 (or any successor form of similar tenor and effect) 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 cause such Registrable Securities under any state law, and any listing of to be registered for the offering on such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or noticesform; 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 required to effect more than two registrations one -------- registration pursuant to this Section 8.3 within 2 in any twelve twelve-month period. The Company will (i) promptly give written notice of the proposed registration to all other Holders and (ii) 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 appropriate compliance with applicable regulations issued under the Securities Act and 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 Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within thirty (30) days after receipt of such written notice from the Company. If the registration is for a public offering involving an underwriting, the substantive provisions of Section 1 shall be applicable to each registration initiated under this Section 8.3 2. All expenses of such registration and offering (including the Company's attorneys' fees) shall be at borne by the Company’s expense, except that the Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or bear underwriting commissions or and discounts relating attributable to the sale of Common Stock owned by them their Registrable Securities being registered and shall pay the fees and expenses of any one special counsel retained by separate counsel, if any, for such Holders or Other HolderHolders. The Investor shall be entitled to an unlimited number of registrations under Section 2 of this Agreement.

Registration on Form S-3. Following (a) Subject to the first restrictions on ------------------------ transfer set forth in Section 3.3 and 3.4 of the Stockholders Agreement (as defined in the Stock Purchase Agreement), if at any time (i) one or more Investor Stockholders, ITI or Casty requests that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of its securities all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $2,500,000, provided that the Restricted Stock for which registration has been requested constitutes at least 10% of the total shares of Restricted Stock then outstanding held by Investor Stockholders, if such registration is requested by one or more Investor Stockholders, or at least 10% of the total shares of Restricted Stock then outstanding held by ITI or Casty, as the case may be, if such registration is requested by ITI or Casty, and (ii) the Company pursuant is a registrant entitled to a registration under the 1933 Actuse Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to qualify for registration of its Common Stock register under the 1933 Securities Act on Form S-3 (or any successor form thereto, for public sale in accordance with the method of similar tenor and effect)disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. If Whenever the Company shall be able is required by this Section 6(a) to satisfy use its reasonable best efforts to effect the conditions for registration of its Common Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock under from whom notice has not been received and provide them with the 1933 Act opportunity to participate in the offering) shall apply to such registration, provided, -------- however, that each of the Investor Stockholders (considered as a group), ITI and ------- Casty may only request and obtain two registrations on Form S-3 (or under this Section in any successor form calendar year, provided, further, that no request may be made by -------- ------- a party under this Section 6(a) within 180 days after the effective date of similar tenor and effect), then, in addition to any other rights of the Holders 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 (or any successor form of similar tenor and effect) of all Registrable Securities referred to in a request or notice given to statement filed by the Company pursuant to this Section 8.2 and to effect any registration or qualifications on behalf of such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; 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 required to effect more than two registrations pursuant to this Section 8.3 within any twelve month period. The registration of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holderparty.

Registration on Form S-3. Following As promptly as practicable after (and in any event within 30 days of)the Closing Date (as defined in the first offering of its securities by the Company pursuant to Reorganization Agreement), Parent will file a registration statement to register (whether or not required by law to do so) the Registrable Securities, under the 1933 Act, the Company shall Securities Act and will use its reasonable best efforts to qualify have such registration statement become effective as promptly as practicable after it is filed and to keep such registration statement effective for registration the lesser of its Common Stock under the 1933 Act on Form S-3 (one year 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 successor form of similar tenor and effect), then, in addition to other rights until all of the Holders hereunderhave informed Parent in writing that the distribution of their Registrable Securities has been completed; PROVIDED, THAT, each of the Company willShareholders agree, by acquisition of the Parent Common Stock, that, upon written request receipt of Holders seeking to register on Form S-3 Registrable Securities having an aggregate market value any notice from Parent of at least $500,000, as expeditiously as possible, endeavor (i) the happening of any event which makes any statements made in good faith to effect a the registration under the 1933 Act on Form S-3 (statement or any successor form of similar tenor and effect) of all Registrable Securities referred to in a request or notice given to the Company related prospectuses filed pursuant to this Section 8.2 and 1, or any documents incorporated or deemed to effect be incorporated therein by reference, untrue in any material respect or which requires the making of any changes in such registration statement or qualifications prospectus so that, in the case of such Registrable Securities under registration statement it will not contain any untrue statement of a material fact or omit to state lawany material fact required to be stated therein or necessary to make, the statements therein not misleading, and any listing of such Registrable Securities with any securities exchange on which that in the Common Stock case of the Company is then listedprospectus, which may be it will not contain any untrue statement of a material fact or omit to state a material fact required to permit be stated therein or necessary to make the sale statements therein, in light of the circumstances under which they were made, not misleading or (ii) that, in the reasonable and good faith judgment of Parent's Board of Directors, it is advisable to suspend use of the prospectus for a discrete period of time due to undisclosed material pending corporate developments, the Shareholders will forthwith discontinue, for a period not to exceed thirty (30) days, disposition of such Registrable Securities Parent Common Stock covered by such registration statement or prospectus until the Shareholders are advised in writing by Parent that use of the manner specified applicable prospectus may be resumed, and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such request or notices; provided, however, prospectus. Parent shall use all reasonable efforts to insure 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 use of the underwriting agreement with the underwriter shall prospectus may be mutually satisfactory to the Company resumed as soon as practicable, and the Holders requesting registration hereunder. The Company in any event shall not be required entitled to effect require the Shareholders to suspend use of any prospectus for more than two registrations pursuant to this Section 8.3 within non-consecutive thirty (30) day periods in any twelve month period. The registration Parent hereby represents that it is presently eligible to utilize Form S-3 for the purpose of registering the resale of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except Securities. Parent agrees that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder.it will:

Registration on Form S-3. Following (a) If at any time (i) the first Holder or Holders of thirty percent (30%) of the Registrable Securities then outstanding requests that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of its securities 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 $1,000,000, and (ii) the Company pursuant is a registrant entitled to a registration under the 1933 Actuse Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable it best efforts to qualify for registration of its Common Stock register under the 1933 Securities Act on Form S-3 (or any successor form thereto, for public sale in accordance with the method 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 successor form of similar tenor and effect), then, disposition specified in addition to other rights of the Holders hereundersuch notice, the Company will, upon written request number of Holders seeking to register on Form S-3 shares of Registrable Securities having an aggregate market value of at least $500,000, as expeditiously as possible, endeavor specified in good faith to effect a registration under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect) 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 such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of notice. Whenever the Company is then listedrequired by this Section 6 to use its best efforts to effect the registration of Registrable Securities, which may be required each of the procedures and requirements of Section 4 (including but not limited to permit the sale or disposition requirement that the Company notify all holders of such Registrable Securities from whom notice has not been received (and, if the requesting Holder(s) intend to distribute their Registrable Securities by means of an underwritten offering, the Series A Holders) and provide them with the opportunity to participate in the manner specified in offering) shall apply to such request or noticesregistration; provided, however, that that, except as otherwise expressly set forth in this Section 6, (i) there shall be no more than once per year limitation on the Company number of registrations on Form S-3 which may meet its obligations be requested and obtained under this Section 8.3 by preparing its own 6, and (ii) the requirements contained in the first sentence of Section 4(a) shall not apply to any registration of securities on any applicable form Form S-3 which may be requested and obtained 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 noticethis Section 6. If Registrable Securities sold Registrations effected pursuant to this Section 8.3 are sold in an underwritten offering6 shall not be counted as demands for registration or registrations effected pursuant to Section 4 or 5 hereof. After the Company's Initial Public Offering, the terms Company will use its best efforts to qualify for the registration of its shares of Common Stock on Form S-3. Notwithstanding the underwriting agreement with foregoing, the underwriter shall be mutually satisfactory to the Company and the Holders requesting registration hereunder. The Company shall not be required to effect more than two registrations pursuant to this Section 8.3 within 6 to file more than one registration statement on Form S-3 in any twelve twelve-month period. The registration of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder.

Registration on Form S-3. Following The Buyer shall, (a) within thirty-four (34) calendar days following the first offering of its securities by the Company pursuant to Closing Date, file a registration under statement on Form S-3 covering the 1933 Act, resale of the Company shall shares of Buyer Common Stock included in the Stock Consideration and the Milestone Shares and (b) thereafter use its commercially reasonable efforts to qualify for cause such registration of its Common Stock statement to become effective under the 1933 Securities 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 successor form of similar tenor and effect), then, in addition to other rights of the Holders 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 promptly as possible, endeavor in good faith to effect a registration under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect) 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 such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; provided, however, that no more than once per year the Company Buyer shall not be obligated to effect any such registration if Form S-3 is not available for such offering by the Sellers. Following such registration statement becoming effective, the Buyer 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 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 meet its obligations under this Section 8.3 be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by preparing its own such registration statement and (iii) furnish to the Sellers such numbers of securities on any applicable form under copies of a prospectus, including a preliminary prospectus, in conformity with the 1933 requirements of the Securities Act, which registration becomes effective within 90 days after and such other documents as the Sellers may reasonably request or notice and which registration includes all Registrable Securities referred in order to in facilitate the disposition of such request or noticeshares of Buyer Common Stock owned by the Sellers. If Registrable Securities sold It shall be a condition precedent to the obligations of the Buyer to take any action pursuant to this Section 8.3 are sold in an underwritten offering, the terms 5.18 with respect to such shares of the underwriting agreement with the underwriter Buyer Common Stock owned by any Seller that such Seller shall be mutually satisfactory furnish to the Company Buyer, within a reasonable period of time prior to the date on which the Buyer is required to file the registration statement described in Section 5.18(a), such information regarding himself, herself or itself, such shares of Buyer Common Stock held by it, and the Holders requesting registration hereunder. The Company intended method of disposition of such securities as shall not be required to effect more than two registrations pursuant to this Section 8.3 within any twelve month periodthe registration thereof (including, without limitation, the information requested in the Selling Stockholder Questionnaire in substantially the form attached hereto as Exhibit 5.18(a) (the “Selling Stockholder Questionnaire”)). The registration of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto Buyer shall pay their pro rata brokerage or underwriting commissions or discounts relating to all expenses incurred in connection with the sale preparation and filing of Common Stock owned by them such registration statement, including all registration and shall pay the filing fees and expenses of any one special counsel retained by such Holders or Other Holderprinter, legal and accounting fees related thereto.

Registration on Form S-3. Following If at any time (i) the first Holder of Registrable Securities requests in writing that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of its securities all or any portion of the shares of Registrable Securities held by the requesting Holder, (ii) the aggregate price to the public of such offering would reasonably be expected to exceed $750,000, and (iii) the Company pursuant is a registrant entitled to a registration under the 1933 Actuse Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to qualify for registration of its Common Stock register under the 1933 Securities Act on Form S-3 (or any successor form thereto, for public sale in accordance with the method 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 successor form of similar tenor and effect), then, disposition specified in addition to other rights of the Holders hereundersuch notice, the Company will, upon written request number of Holders seeking to register on Form S-3 shares of Registrable Securities having an aggregate market value of at least $500,000, as expeditiously as possible, endeavor specified in good faith to effect a registration under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect) 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 such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of notice. Whenever the Company is then listedrequired by this Section 1.3 to use its best efforts to effect the registration of Registrable Securities, which may be required each of the procedures and requirements of Section 1.5(d) shall apply to permit the sale or disposition of such Registrable Securities in the manner specified in such request or noticesregistration; 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 required obligated to effect more than two registrations pursuant to this Section 8.3 within any twelve month period. The registration of register Registrable Securities under this Section 8.3 shall be at 1.3 on more than two occasions or on more than one occasion in any six-month period. Notwithstanding anything to the contrary in this Agreement, the Company may delay the filing of a registration statement on Form S-3 if: (i) in the good faith and reasonable judgment of the Board of Directors of the Company’s expense, except that Holders participating in a such registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating would be seriously detrimental to the sale Company, and the Board of Common Stock owned Directors 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 the Holders a certificate signed by them the President of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company for such registration statement to be filed in the near future and shall pay that it is, therefore, essential to defer the fees and expenses filing of such registration statement. Upon receipt of any one special counsel retained notice (a "Suspension Notice") from the Company of the happening of any event which makes any statement made in the S-3 or related prospectus untrue or which requires the making of any changes in such Form S-3 or prospectus so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, each Holder shall forthwith discontinue disposition of shares pursuant to such Form S-3 until such Holder's receipt of the copies of the supplemented or amended prospectus (which the Company shall use commercially reasonable efforts to prepare and distribute promptly) or until it is advised in writing (the "Advice" ) by such Holders the Company that the use of the prospectus may be resumed, and has received copies of any additional or Other Holdersupplemental filings which are incorporated by reference in the prospectus.

Registration on Form S-3. Following The Company shall prepare and file with the first offering of its securities Commission a Registration Statement on Form S-3, or any other form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the resale by the Holders of all of the Registrable Securities on a delayed or continuous basis (including in stock exchange transactions and underwritten offerings), and the Company shall (i) make the initial filing of the Registration Statement with the Commission no later than the Registration Filing Date, (ii) use its commercially reasonable efforts to cause such Registration Statement to be declared effective no later than the Registration Effectiveness Date and (iii) use its commercially reasonable efforts to keep such Registration Statement continuously effective (including by filing a new Registration Statement if the initial Registration Statement expires) for a period of three (3) years after the SEC Effective Date or for such shorter period ending on the earlier of (i) date on which all Registrable Securities have been transferred other than to a Permitted Assignee and (ii) the availability of Rule 144 for Holders to sell all Registrable Securities held by such Holder without volume or other restrictions within a 90-day period (the “Effectiveness Period”); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(a), or keep such registration effective pursuant to the terms hereunder, in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done so. The Company shall be entitled to suspend the effectiveness of the Registration Statement during a Blackout Period for the reasons and time periods set forth in the definition thereof. After the SEC Effective Date, any Holder whose securities were registered pursuant to a registration under Registration Statement may at any time and from time to time request in writing to sell pursuant to a prospectus or a prospectus supplement Registrable Securities of such Holder available for sale pursuant to the 1933 ActRegistration Statement. If the Company is not in a Blackout Period, the Company shall use its commercially reasonable efforts to, not later than the fifth Trading Day after the receipt of such notice cause to qualify be filed the prospectus or a prospectus supplement; provided any request for registration of its Common Stock under a prospectus supplement may be withdrawn by the 1933 Act on Form S-3 (or any successor form of similar tenor and effect)initiating Holder prior to the filing thereof. If the Company shall be able to satisfy is in a Blackout Period during the conditions for registration of its Common Stock under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect), then, in addition to other rights of the Holders hereundertime such request is made, the Company willshall use its commercially reasonable efforts to, not later than the fifth Trading Day after the cessation of the Blackout Period to cause to be filed the prospectus or a prospectus supplement; provided any request for a prospectus supplement may be withdrawn by the initiating Holder prior to the filing thereof. The Company shall amend or supplement the Registration Statement as may be necessary in order to enable the inclusion of Registrable Securities by any Holder upon receipt of a written request by such Holder. Notwithstanding the foregoing, in the event that the Staff should limit the number of Holders seeking to register on Form S-3 Registrable Securities having an aggregate market value that may be sold pursuant to the Registration Statement, the Company may remove from the Registration Statement such number of at least $500,000, Registrable Securities as expeditiously as possible, endeavor in good faith to effect a registration under specified by the 1933 Act Commission on Form S-3 (or any successor form of similar tenor and effect) behalf of all of the holders of Registrable Securities referred to in from the Registrable Securities on a request or notice given to pro rata basis among the holders thereof (such Registrable Securities, the “Reduction Securities”). In such event, the Company pursuant to this Section 8.2 and to effect any registration or qualifications shall give the Holders prompt notice of the number of Registrable Securities excluded from the Registration Statement. The Company shall use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to, register for resale the Reduction Securities (pro rata among the Holders of such Registrable Securities under any state lawReduction Securities) using one or more Registration Statements that it is then entitled to use, and any listing of such Registrable Securities with any securities exchange on which the Common Stock until all of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Reduction Securities in the manner specified in such request or noticeshave been so registered; 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 required to effect more than two registrations pursuant to this Section 8.3 within any twelve month periodregister such Reduction Securities during a Blackout Period. The registration of Registrable Company shall use its commercially reasonable efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective (including by filing a new Registration Statement if the initial Registration Statement expires) under this Section 8.3 the Securities Act during the entire Effectiveness Period. Notwithstanding the foregoing, the Company shall be entitled to suspend the effectiveness of such Registration Statement at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating any time prior to the sale expiration of Common Stock owned by them the Effectiveness Period for the reasons and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holdertime periods during a Blackout Period.

Registration on Form S-3. Following the first initial public offering of its the Company’s equity securities by the Company pursuant to a registration under statement declared effective by the 1933 ActCommission, the Company shall use its reasonable best efforts to qualify qualify, and remain eligible, for registration of on Form S-3 or any comparable or successor form; and to that end the Company shall register (whether or not required by law to do so) its Common Stock under the 1933 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-3 (S-1 or any comparable or successor form of similar tenor and effect)form. If After the Company shall be able to satisfy has qualified for the conditions for registration use of its Common Stock under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect), thenS-3, in addition to other 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 to be disposed of and the intended methods of disposition of such shares by such Holders). Promptly after receipt by the Company of a notice requesting registration under this Section 5, the Company shall give written notice of such requested registration to each Holder. As soon as practicable, the Company will make all best efforts to effect such registration under the Act as may be so requested and as would permit or facilitate the sale and distribution of (a) such portion of such Registrable Securities as are specified in such request under this Section 5 and (b) such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within twenty (20) days after receipt of such written notice from the Company. A majority in interest of the Holders hereunderwho requested inclusion of Registrable Securities shall have the right to designate that the method of disposition for such registration shall be 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 the number of Registrable Securities then held by such Holders. If the method of disposition of Registrable Securities in respect of any registration requested pursuant to this Section 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 will, upon written request of Holders seeking be required to (i) register on Form S-3 Registrable Securities having pursuant to this Section 5 which would result in a registration with an aggregate market value of at least less than $500,00010,000,000 (based on the then current public market price), as expeditiously as possible, endeavor in good faith to or (ii) effect a more than one (1) registration under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect) of all Registrable Securities referred to in a request or notice given to the Company pursuant to this Section 8.2 and to effect 5 in any registration or qualifications of such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; 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 required to effect more than two registrations pursuant to this Section 8.3 within any twelve six (6) month period. The registration of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder.

Registration on Form S-3. Following the first offering of its securities ------------ ------------------------ Common Stock by the Company pursuant to a registration under the 1933 Act, the Company shall use its reasonable best efforts to qualify for registration of resales of its Common Stock under the 1933 Act on Form S-3 (or any similar form promulgated by the Securities and Exchange Commission). To that end, the Company shall register (whether or not required by law to do so) its Common Stock under the Securities Exchange Act of 1934 (the "1934 Act") within six months following the effective date of the first registration of any securities of the Company under the 1933 Act. After the Company has qualified for the registration of its Common Stock under the 1933 Act on Form S-3 (or any successor form of similar tenor and effectform). 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 successor form of similar tenor and effect), then, in addition to other rights of the Holders hereunder, the Company will, upon written request of Holders seeking to register on Form S-3 Registrable Securities any holder or holders of shares of Stock having an aggregate market value of at least not less than $500,000500,000 to register or qualify such Stock pursuant to this Section 8.05, promptly give written notice of such request to all registered holders of Stock. Any holder of Stock desiring to have any of his Stock included in such registration or qualification shall, within 30 days after its receipt of such notice from the Company, notify the Company of the number of shares of Stock which it desires to have so included and the manner in which it proposes to dispose of such .Stock. The Company shall, as expeditiously as possible, endeavor in good faith to effect a registration under the 1933 Act on Form S-3 (or any successor form of similar tenor and effectform) of all Registrable Securities Stock referred to in a request or notice timely given to the Company pursuant to this Section 8.2 8.05, and to effect any registration or qualifications qualification of such Registrable Securities Stock under any state law, and any listing of such Registrable Securities Stock with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities Stock in the manner specified in such request or notices; 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 required to effect more than two registrations cause a registration statement to become effective pursuant to this Section 8.3 within any twelve month period. The 8.05 prior to 180 days following the effective date of the most recent registration of Registrable Securities by the Company under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder1933 Act.

Registration on Form S-3. Following the first offering of its securities by the Company pursuant to a registration under the 1933 Act, the Company shall use its reasonable efforts to qualify for registration of its Common Stock under the 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 successor form of similar tenor and effect), then, in addition to other rights of the Holders 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 (or any successor form of similar tenor and effect) 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 such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange exchange, on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; 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 required to effect more than two registrations pursuant to this Section 8.3 within any twelve month period. The registration of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder.

Registration on Form S-3. Following the first offering of its securities by (a) After the Company pursuant has qualified for the use of Form S-3, in addition to a registration under the 1933 Actrights contained in the foregoing provisions of this Agreement, the Holders of at least 50% of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of Registrable Securities to be sold by such Holders). As soon as practicable after receiving any such request, the Company shall use its reasonable efforts to qualify for effect such registration of its Common Stock (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the 1933 Act on Form S-3 (Securities Act) as would permit or any successor form of similar tenor facilitate the sale 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 successor form of similar tenor and effect), then, in addition to other rights distribution of the Holders 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 requested to effect a registration under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect) 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 such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified included in such request or noticesregistration; 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 required obligated to effect more effect, or take any action to effect, any such registration if (i) the Registrable Securities to be sold by the requesting Holders constitute less than 50% of the Registrable Securities then outstanding; (ii) Form S-3 is not then available for use in such offering; (iii) the Company shall furnish to the requesting Holders the certification described in Section 2(c) (but subject to the limitations set forth therein); (iv) the Company shall have already completed two registrations pursuant to on Form S-3 during the prior 12 months (counting for this Section 8.3 within any twelve month period. The registration purpose only registrations which have been declared or ordered effective); (v) the sale of Registrable Securities under this Section 8.3 shall in such offering would occur in any jurisdiction in which the Company would be at the Company’s expense, except that Holders participating required to qualify to do business (and in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating which it would not otherwise be required to qualify but for the sale of Common Stock owned by them and shall pay such Registrable Securities) or to file a general consent to service of process; or (vi) the fees and expenses sale of Registrable Securities in such offering would occur during any period starting on the effective date of any one special counsel retained by registration statement of the Company (other than such Holders or Other HolderForm S-3) and ending 180 days after the effective date of such registration statement.

Registration on Form S-3. Following If at any time (i) one or more holders of Preferred Restricted Stock request that the first Company file a registration statement on Form S-3 or any successor thereto for a public offering of its securities all or any portion of the Common Securities held by such requesting Stockholder or Stockholders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company pursuant is a registrant entitled to a registration under the 1933 Actuse Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to qualify for registration of its Common Stock register under the 1933 Securities Act on Form S-3 (or any successor form thereto, for public sale in accordance with the method 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 successor form of similar tenor and effect), then, disposition specified in addition to other rights of the Holders hereundersuch notice, the Company will, upon written request number of Holders seeking to register on Form S-3 Registrable shares of Common Securities having an aggregate market value of at least $500,000, as expeditiously as possible, endeavor specified in good faith to effect a registration under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect) 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 such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of notice. Whenever the Company is then listedrequired by this Section 6 to use its best efforts to effect the registration of Common Securities, which may be required each of the procedures and requirements of Section 4 (including but not limited to permit (i) the sale or disposition requirement that the Company notify all holders of such Registrable Securities Preferred Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the manner specified offering and (ii) the share allocation procedures set forth in Section 4(c)) shall apply to such request or notices; registration, 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 shall only be obligated to register Common Securities referred to in such request or notice. If Registrable Securities sold pursuant to this Section 8.3 are sold in an underwritten offering6 on three occasions at the request of holders of Preferred Restricted Stock other than Series E Restricted Stock and on three occasions at the request of holders of Series E Restricted Stock, provided, further, however, 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 required obligated to effect file more than two registrations one registration statement on Form S-3 pursuant to this Section 8.3 within 6 during any twelve 12-month period. The , and provided, further, however, that the requirements contained in the first sentence of Sections 4(a)(1) and the first sentence of 4(a)(2) shall not apply to any registration of Registrable Securities on Form S-3 which may be requested and obtained under this Section 8.3 shall 6. Requesting Stockholders holding a majority of the Common Securities to be at the Company’s expense, except that Holders participating included in a registration by the requesting Stockholders shall have the right to cancel a proposed registration of Restricted Stock pursuant hereto to Section 6 if there has been a material adverse change in the operating results, financial condition, or business of the Company that was not publicly known at the time that the Stockholders made their request. Any registration so cancelled shall pay their pro rata brokerage or underwriting commissions or discounts relating to not be counted toward the sale number of Common Stock owned by them and shall pay requested registrations permitted under the fees and expenses of any one special counsel retained by such Holders or Other HolderAgreement.

Registration on Form S-3. Following If at any time (a) the first holder or holders of ten percent (10%) of the Registrable Securities (the “S-3 Holders”) request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of its securities 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 $5,000,000, and (b) the Company pursuant is a registrant entitled to a registration under the 1933 Act, use Form S-3 or any successor thereto to register such shares; then the Company shall use its commercially reasonable efforts to qualify for registration of its Common Stock register under the 1933 Securities Act on Form S-3 (or any successor form thereto, for public sale in accordance with the method 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 successor form of similar tenor and effect), then, disposition specified in addition to other rights of the Holders hereundersuch notice, the Company will, upon written request number of Holders seeking to register on Form S-3 shares of Registrable Securities having an aggregate market value of at least $500,000, as expeditiously as possible, endeavor specified in good faith to effect a registration under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect) 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 such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of notice. Whenever the Company is then listedrequired by this Section 5 to use commercially reasonable efforts to effect the registration of Registrable Securities, which may be required each of the procedures and requirements of Section 3 (including but not limited to permit the sale or disposition requirement that the Company notify all holders of such Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the manner specified in offering) shall apply to such request or noticesregistration; provided, however, that in no event shall the Company be required to file more than once per year two (2) registrations on Form S-3 in any 12-month period. Notwithstanding anything to the contrary contained herein, the Company may meet its obligations under this Section 8.3 by preparing its own registration of securities on shall not be obligated to take any applicable form under the 1933 Actaction to effect any such registration, which registration becomes effective within 90 days after such request qualification, or notice and which registration includes all Registrable Securities referred to in such request or notice. If Registrable Securities sold compliance pursuant to this Section 8.3 are sold in an underwritten offering5: (a) if within 30 days of receipt of a written request from the S-3 Holders pursuant to this Section 5, the terms Company gives notice to such S-3 Holders of the underwriting agreement with Company’s intention to make a public offering within 90 days, (b) if the underwriter Company shall furnish to the S-3 Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be mutually satisfactory seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Holders requesting registration hereunder. The Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 60 days after receipt of the request of the S-3 Holders under this Section 5; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period, or (c) in any particular jurisdiction in which the Company would be required to effect more than two registrations pursuant qualify to this Section 8.3 within any twelve month period. The registration do business or to execute a general consent to service of Registrable Securities under this Section 8.3 shall be at the Company’s expenseprocess in effecting such registration, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage qualification or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holdercompliance.

Registration on Form S-3. Following the first offering of its securities by the Company pursuant to a registration under the 1933 Act, the Company CDT shall use its reasonable efforts to qualify for cause to become effective as soon as practicable its previously filed registration statement Form S-3 relating to the offer and resale of its the CDT Debentures and the shares of CDT Common Stock under issuable upon conversion of the 1933 Act on CDT Debentures by the holders thereof, and following such effectiveness, shall use its reasonable efforts to keep its registration statement Form S-3 effective until the Effective Time. Each party shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any successor form applicable state securities laws in connection with the issuance of similar tenor such securities and effect)the resale by the holders thereof, and shall furnish to the other party all information concerning such other party and, to the extent that CDT possesses such information, the holders of the CDT Debentures, as may be reasonably requested in connection with any such action. If the Company shall be able to satisfy the conditions for registration of No filing of, or amendment or supplement to, its Common Stock under the 1933 Act on Form S-3 will be made by CDT without Xxxxxx'x prior consent (or any successor form of similar tenor and effect), then, in addition to other rights of the Holders 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 (or any successor form of similar tenor and effect) 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 such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; 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 required unreasonably withheld) and without providing Belden reasonable opportunity to effect more than two registrations pursuant review and comment thereon. CDT will advise Belden promptly after it receives notice of (i) the time when the Form S-3 has become effective or any supplement or amendment has been filed, (ii) the issuance of any stop order, (iii) the suspension of the qualification of the applicable securities for offering or sale in any jurisdiction, or (iv) any request by the SEC for amendment of the Form S-3 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to this Section 8.3 within the Effective Time any twelve month period. The registration information relating to Belden or CDT, or any of Registrable Securities under this Section 8.3 their respective Affiliates, officers or directors, shall be at the Company’s expense, except that Holders participating discovered by Belden or CDT which should be set forth in a registration pursuant hereto shall pay their pro rata brokerage an amendment or underwriting commissions or discounts relating supplement to the sale Form S-3 so that such document would not include any misstatement of Common Stock owned a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall promptly be filed with the SEC and, to the extent required by them and shall pay law, disseminated to the fees and expenses holders of any one special counsel retained by such Holders or Other Holderthe CDT Debentures.

Registration on Form S-3. Following As promptly as practicable after issuance of Earn Out Shares with an aggregate value of $1,000,000 or more (calculated with each share of Parent Common Stock valued at the first offering of its securities by the Company pursuant to Earn-Out Price Per Share), Parent shall file a registration under the 1933 Act, the Company shall use its reasonable efforts to qualify for registration of its Common Stock under the 1933 Act statement on Form S-3 (or any similar successor form thereto) (the “Resale S-3”) with the SEC in connection with the resale of similar tenor and effectthe shares of all Earn-Out Shares then issued hereunder (but not yet registered for resale). If From and after the Company date on which the Resale S-3 is declared effective by the SEC, Parent shall be able to satisfy the conditions for file one or more additional registration of its Common Stock under the 1933 Act statements on Form S-3 (or any similar successor form thereto) (the “Additional Resale S-3s”) as promptly as practicable Parent issues Earn-Out Shares with an aggregate value of similar tenor $1,000,000 or more (calculated with each share of Parent Common Stock valued at the Earn-Out Price Per Share and effectexcluding any Earn-Out Shares previously registered on the Resale S-3 or any Additional Resale S-3), then, in addition to other rights . The Holder Representative (on behalf of the Holders hereunder, the Company will, upon written request of Holders Persons seeking to register shares of Parent Common Stock on Form the Resale 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 or any Additional Resale S-3 (or any successor form of similar tenor and effectsuch Persons, the “Registering Stockholders”)) 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 such Registrable Securities under any state law, and any listing of such Registrable Securities shall provide Parent with any securities exchange on which the Common Stock of the Company is then listed, information which may be required in connection with the preparation and filing of the Resale S-3 and the Additional Resale S-3s. Each of the Holder Representative (on behalf of the Registering Stockholders) and Parent shall respond to permit any comments of the sale or disposition of such Registrable Securities in SEC and shall use their respective reasonable best efforts to have the manner specified in such request or notices; provided, however, that no more than once per year Resale S-3 and the Company may meet its obligations under this Section 8.3 by preparing its own registration of securities on any applicable form Additional Resale S-3s declared effective under the 1933 Act, which registration becomes effective within 90 days Securities Act as promptly as practicable after such request or notice filing. Each of the Holder Representative (on behalf of the Registering Stockholders) and Parent will notify the other promptly (i) upon the occurrence of any event which registration includes all Registrable Securities referred is required to in such request or notice. If Registrable Securities sold pursuant to this Section 8.3 are sold be set forth in an underwritten offering, the terms of the underwriting agreement with the underwriter shall be mutually satisfactory amendment or supplement to the Company Resale S-3 or an Additional Resale S-3 or (ii) upon the receipt of any comments from the SEC or its staff or any request by the SEC or its staff for amendments or supplements to the registration statement on the Resale S-3 or the Additional Resale S-3 or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the Holders requesting registration hereunder. The Company shall not be required to effect more than two registrations pursuant to this Section 8.3 within any twelve month period. The registration of Registrable Securities under this Section 8.3 shall be at SEC or its staff on the Company’s expenseother hand, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating with respect to the sale of Common Stock owned by them Resale S-3 and shall pay the fees and expenses of any one special counsel retained by such Holders or Other HolderAdditional Resale S-3s.

Registration on Form S-3. Following the first offering As one of its securities Demand Registration rights provided in Section 3, a holder of the Registrable Securities shall be entitled to request by a notice in writing to the Company pursuant to a registration under the 1933 Act, ("Registration Notice") that the Company shall use its reasonable efforts to qualify register for registration resale all or a portion of its Common Stock under the 1933 Act their Registrable Securities on Form S-3 (or any successor similar short form of similar tenor and effect). If registration) if the Company shall be able and the transaction then qualify for the use of such short form registration. On receipt of the Registration Notice, the Company will notify all of the holders of Registrable Securities entitled to satisfy notice of a proposed registration pursuant to Section 3(a) of such request. Upon receipt by the conditions for Company of the Registration Notice, the Company will, subject to Section 6(c) and Section 12(a) use its reasonable best efforts to file a registration of its Common Stock under the 1933 Act statement on Form S-3 (or any successor similar short form registration) in accordance with the terms of similar tenor and effect), then, in addition to other rights this Section 5 as soon as practicable after receipt of the Holders hereunder, the such Registration Notice. The Company will, upon written request subject to Sections 6(c) and 12(a), use its reasonable best efforts to maintain the effectiveness of Holders seeking the registration statement until the earlier of (i) January 8, 2009 (to register the fullest extent permitted by law) or (ii) the date on Form S-3 which the holders of the Registrable Securities having an aggregate market value Beneficially Own 5% or less of at least $500,000the Common Stock. All Registration Expenses shall be borne by the Company, as expeditiously as possibleexcept for underwriting commissions and discounts attributable to Registrable Securities sold by the holders thereof, endeavor in good faith to effect which discounts and commissions shall be paid by such holders. The Company and other holders of securities of the Company may not register securities under a registration under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect) of all Registrable Securities referred to in a request or notice given to the Company statement filed pursuant to this Section 8.2 and to effect any registration or qualifications 5, without the consent of such at least a Majority of the Registrable Securities. A holder of Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; provided, however, that no more than once per year the Company may meet its obligations under this Section 8.3 are covered by preparing its own a 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 statement 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 5 will give the Company and the Holders requesting registration hereunder. The Company shall not be required at least 48 hours written notice prior to effect more than two registrations pursuant to this Section 8.3 within any twelve month period. The registration of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained resales by such Holders or Other Holderholder thereunder.

Registration on Form S-3. Following As promptly as practicable after (and ------------------------ in any event within 45 days of)the Closing (as defined in the first offering of its securities by the Company pursuant to Exchange Agreement), Mercury will file a registration statement to register (whether or not required by law to do so) the Registrable Securities, under the 1933 Act, the Company shall Securities Act and will use its reasonable best efforts to qualify have such registration statement become effective as promptly as practicable after it is filed and to keep such registration statement effective for registration the lesser of its Common Stock under the 1933 Act on Form S-3 (one year 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 successor form of similar tenor and effect), then, in addition to other rights until all of the Holders hereunderhave informed Mercury in writing that the distribution of their Registrable Securities has been completed; provided, that, each of the Company willConduct -------- ---- Shareholders agree, by acquisition of the Mercury Stock, that, upon written request receipt of Holders seeking to register on Form S-3 Registrable Securities having an aggregate market value any notice from Mercury of at least $500,000, as expeditiously as possible, endeavor (i) the happening of any event which makes any statements made in good faith to effect a the registration under the 1933 Act on Form S-3 (statement or any successor form of similar tenor and effect) of all Registrable Securities referred to in a request or notice given to the Company related prospectuses filed pursuant to this Section 8.2 and 1, or any documents incorporated or deemed to effect be incorporated therein by reference, untrue in any material respect or which requires the making of any changes in such registration statement or qualifications prospectus so that, in the case of such Registrable Securities under registration statement it will not contain any untrue statement of a material fact or omit to state lawany material fact required to be stated therein or necessary to make, the statements therein not misleading, and any listing of such Registrable Securities with any securities exchange on which that in the Common Stock case of the Company is then listedprospectus, which may be it will not contain any untrue statement of a material fact or omit to state a material fact required to permit be stated therein or necessary to make the sale statements therein, in light of the circumstances under which they were made, not misleading or (ii) that, in the reasonable and good faith judgment of Mercury's Board of Directors, it is advisable to suspend use of the prospectus for a discrete period of time due to undisclosed material pending corporate developments, the Conduct Shareholders will forthwith discontinue, for a period not to exceed thirty (30) days, disposition of such Registrable Securities Mercury Stock covered by such registration statement or prospectus until the Conduct Shareholders are advised in writing by Mercury that use of the manner specified applicable prospectus may be resumed, and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such request or notices; provided, however, prospectus. Mercury shall use all reasonable efforts to insure 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 use of the underwriting agreement with the underwriter shall prospectus may be mutually satisfactory to the Company resumed as soon as practicable, and the Holders requesting registration hereunder. The Company in any event shall not be required entitled to effect require the Conduct Shareholders to suspend use of any prospectus for more than two registrations pursuant to this Section 8.3 within non-consecutive thirty (30) day periods in any twelve month period. The registration Mercury hereby represents that it is presently eligible to utilize Form S-3 for the purpose of registering the resale of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except Securities. Mercury agrees that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder.it will: