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

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

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

Registration on Form S-3. At any such time after as the Company becomes eligible is qualified to register Registrable Securities for resale its securities on Form S-3, or any similar form subsequently adopted by and in addition to the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”)rights contained in Section 2, if the Company shall receive from one or more at any time a Holder or Holders of the Registrable Securities a written request or (the "Initiating Form S-3 Holders") requests that the Company effect file a registration statement on Form S-3 and any related qualification for a sale or compliance with respect to public offering of all or a part any portion of the Registrable Securities owned held by such Initiating Form S-3 Holder or HoldersHolders (the "Form S-3 Demand"), the reasonably anticipated aggregate price to the public of which would exceed $5,000,000, then the Company will: (a) will promptly give at least 20 days written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders; and Holders and (b) as soon as practicableuse its best efforts to register under the Securities Act on Form S-3, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate for public sale in accordance with the sale and distribution method of all or such portion disposition specified in the Form S-3 Notice, the number of such Holder’s or Holders’ Registrable Securities as are specified in such request, Form S- 3 Notice together with all or such portion of the any Registrable Securities of requested to be included by any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided. Notwithstanding the foregoing, however, that if the Company shall not be obligated furnish to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if the Initiating Form S-3 is not available for such offering by the Holders; (2Holder(s) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President Chief Executive Officer of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration Company it would be materially detrimental to the Company and that its stockholders for such registration statement to be filed and it is in the best interests of the Company therefore desirable to defer the filing of such registration statement, then the Company shall have the right to defer the taking action with respect to such filing for a period of 90 days after receipt of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3Demand. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At If at any time after (i) a holder or holders of Restricted Stock then outstanding requests in writing that the Company becomes eligible file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the 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 Registrable Securities for resale on Form S-3such shares, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if then the Company shall receive from one or more Holder or Holders of use its reasonable best efforts to register under the Registrable Securities a written request or requests that the Company effect a registration Act on Form S-3 and or any related qualification or compliance successor thereto, for public sale in accordance with respect to all or a part the method of the Registrable Securities owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are disposition specified in such requestnotice, together with all or such portion the number of the Registrable Securities shares of any other Holder or Holders joining Restricted Stock specified in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Companynotice; provided, however, that the Company shall not be obligated required to effect any such registration, qualification or compliance, compliance pursuant to this Section 2.3: 6 if (1x) if Form S-3 is not available for such offering by the Holdersholders of Restricted Stock; (2y) if the holders of Restricted Stock, together with the holders of any other securities of the Company furnishes 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 requesting any registration pursuant to this Section 2.3 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, such Form S-3 registration it would be materially detrimental to the Company and that it is its stockholders for such Form S-3 registration to be effected at such time, in the best interests of the Company to defer the filing of such registration statement, then which event the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) 60 days from after the receipt by the Company of the request by of the Initiating Holderholder or holders of Restricted Stock under this Section 6; provided, however, that the Company may shall not exercise such right defer more than once two filings of the Form S-3 in any twelve-12 month period; (3xx) if the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 registration statement covers an offering for the holders of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected Restricted Stock pursuant to this Section 2.3 6, or (yy) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. Whenever the Company is required by this Section 6 to use its reasonable 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 not be counted as demands for registration effected pursuant apply to Section 2.2such registration.

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

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

Registration on Form S-3. At any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if In case the Company shall receive from one or more a Holder or Holders of at least 20% of the Registrable Securities Shares a written request or requests that the Company effect a registration on Form S-3 (or any similar form promulgated by the Securities and any related qualification or compliance with respect to Exchange Commission) of all or a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities Shares as are specified in such request, together with all or such portion of the Registrable Securities Shares of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders or the Company is not eligible to use Form S-3 for such offering by the Holders; (2) if the Company furnishes shall furnish to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President Chairman of the Board of the Company stating that, that in the good good-faith judgment of the Board of Directors of the Company, such Form S-3 registration it would be seriously detrimental to the Company and that it is its stockholders for such Form S-3 Registration to be effected at such time, in the best interests of the Company to defer the filing of such registration statement, then which event the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) 90 days from after receipt by the Company of the request by of the Initiating HolderHolder or Holders under this Section 2.3; provided, however, that the Company may shall not exercise such utilize this right more than once in any twelve12-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell all of their Registrable Securities Shares within a 90-day period under Rule 144 of the Securities Act; (4) if the Company has already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (5) during in any particular jurisdiction in which the period ending on Company would be required to qualify to do business or to execute a date one hundred eighty (180) days after the effective date general consent to service of a registration pursuant to Section 2.2 hereof process in effecting such registration, qualification or this Section 2.3compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities Shares and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands a demand for registration effected pursuant to Section 2.1 or 2.2.

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

Registration on Form S-3. At any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if In case the Company shall receive from one or more a Holder or Holders of the Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any similar form promulgated by the SEC) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will, not more than twice in any year: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 20 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.31.4: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes shall furnish to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration it would be seriously detrimental to the Company and that it is its stockholders for such Form S-3 Registration to be effected at such time, in the best interests of the Company to defer the filing of such registration statement, then which event the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) 180 days from after receipt by the Company of the request by of the Initiating HolderHolder or Holders under this Section 1.4; provided, however, that the Company may shall not exercise such utilize this right more than once in any twelve12-month period; or (3) with respect to any Holder, if such the number of Registrable Securities requested to be registered on Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible by such Holder may be sold by such Holder in a 90-day period pursuant to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall use its commercially reasonable efforts to file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands for registration effected pursuant to Section 2.21.3. If the Holders giving the initial notice propose to offer the Registrable Securities by means of an underwriting, the terms of Sections 1.3(d) and (e) shall apply.

Registration on Form S-3. At any time If after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by earlier of the Securities [***] of the Closing and Exchange Commission (“SEC”the occurrence of an event detailed in Section 3.2(b)(i)(B) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the Registrable Securities Investor a written request or requests (such requests shall state the number of Registrable Securities to be disposed of and the intended methods of disposition of such shares by the Investor) that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersSecurities, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ the Investor's Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 2.3: 4.2: (1i) if the Company shall have already effected two (2) registrations for the Investor under this Section 4.2 (ii) if Form S-3 (or such successor or similar form) is not available for such offering by the HoldersInvestor; or (2iii) if the Investor, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price to the public of less than $1,000,000; or (iv) if the Company furnishes shall furnish to the Holders requesting any registration pursuant to this Section 2.3 Investor a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration it would be seriously detrimental to the Company and that it is its shareholders for such Form S-3 Registration to be effected at such time, in the best interests of the Company to defer the filing of such registration statement, then which event the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a single period of not more than ninety (90) days from after receipt of the request of the Investor under this Section 4.2 and provided that such right to delay a request shall be exercised by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right no more than once twice in any twelveone-month year period; or (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5v) during the period starting with the date of filing of, and ending on a the date one hundred eighty (180) days after following, the effective date of a any other registration statement filed by the Company under the Securities Act; or (vi) if the Company has already effected one (1) registration on Form S-3 for the Investor pursuant to Section 2.2 hereof or this Section 2.34.2 within the previous twelve (12) months. (cb) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of by the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2Investor.

Registration on Form S-3. At any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3Notwithstanding Section 1.3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if in case the Company shall receive from one or more a Holder or Holders of the Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any similar form promulgated by the SEC) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:, not more than twice in any year (365-day period): (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, use its commercially reasonable best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.31.4: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes shall furnish to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration it would be seriously detrimental to the Company and that it is its stockholders for such Form S-3 Registration to be effected at such time, in the best interests of the Company to defer the filing of such registration statement, then which event the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from after receipt by the Company of the request by of the Initiating HolderHolder or Holders under this Section 1.4; provided, however, that the Company may shall not exercise such utilize this right more than once in any twelve-twelve month period; (3) if such Form S-3 registration statement covers an offering with reasonably anticipated aggregate proceeds of less than $500,000 of Registrable Securities500,000; or (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or Company has effected two (52) during the period ending on a date one hundred eighty (180) days after the effective date of a registration registrations pursuant to Section 2.2 hereof or this Section 2.31.4 within the past twelve (12) months and such registrations have been declared or ordered effective. (c) In the event the Company is ineligible to use Form S-3 under General Instruction I.A. of such form due to actions strictly within the Company's control, the Company will use its commercially reasonable best efforts to effect such registration on Form S-1 upon written request from the Holders of a majority of the Registrable Securities requested to be included in such registration, subject to the provisions under Section 1.3 of this Agreement, and such registration on Form S-1 shall not count as a registration effected pursuant to Section 1.3. (d) Subject to the foregoing, the Company shall use its commercially reasonable best efforts to file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands for registration effected pursuant to Sections 1.2 or 1.3, respectively. If the Holders giving the initial notice under this Section 2.21.4 propose to offer the Registrable Securities by means of an underwriting, the terms of Sections 1.3(d) and (e) shall apply.

Registration on Form S-3. At any time after This provision is applicable once the Company becomes eligible to register Registrable Securities for resale on Form S-3commences a Public Offering. Thereupon, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if in case the Company shall receive from one or more Holder or Holders of at least twenty percent (20%) of the Registrable Securities Shares a written request or requests that the Company effect a registration on Form S-3 (or any similar form promulgated by the Securities and Exchange Commission) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will: (ai) promptly within ten (10) days of the receipt after such notice give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (bii) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities Shares as are specified in such request, together with all or such portion of the Registrable Securities Shares of any other Holder or Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.3: 2(b): (1) if Form S-3 or a similar form is not available for such offering by the Holders; (2) if the Company furnishes shall furnish to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration it would be seriously detrimental to the Company and that it is its stockholders for such Form S-3 Registration to be effected at such time, in the best interests of the Company to defer the filing of such registration statement, then which event the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety sixty (9060) days from after receipt by the Company of the request by of the Initiating HolderHolder or Holders under this Section 2(b); provided, however, that the Company may shall not exercise such utilize this right more than once in any twelve-twelve (12) month period; (3) if the Holders are otherwise eligible to sell all of their Registrable Shares within a 90 day period under Rule 144 of the Securities Act; (4) if such Form S-3 registration statement Registration covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; Shares, or (5) during if the Company has, within the twelve (12) month period ending on a date one hundred eighty (180) days after preceding the effective date of a registration such request, already effected two registrations on Form S-3 for the Holders pursuant to Section 2.2 hereof or this Section 2.32(b); (6) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (7) the Company has already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 2(b). (ciii) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities Shares and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At any time after (a) After an IPO of the Company becomes eligible to register Registrable Securities for resale on Form S-3Company’s securities, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the Registrable Securities a written request or requests that the Company effect a use all reasonable efforts to qualify for registration on Form S-3 and or any related qualification comparable or compliance with respect successor form or forms. If at any time or from time to all time following an IPO, (i) any holder or a part holders of the Registrable Securities owned by such Holder or (“Initiating Form S-3 Holders, ”) request that the Company will: file a Registration Statement on Form S-3 (aor successor form thereto) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate covering the sale and or other distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such any portion of the Registrable Securities of any other Holder or Holders joining in held by such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if Initiating Form S-3 is not available for such offering by Holder (“Form S-3 Demand”), (ii) the Holders; (2) if the Company furnishes reasonably anticipated aggregate price to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed public, as determined by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, would equal or exceed $2,000,000 for such Initiating Form S-3 Holder(s), and (iii) the Company is a registrant qualified to use Form S-3 (or any successor thereto) to register such Registrable Securities, then the Company shall use reasonable efforts to register on Form S-3 (or any successor thereto) as soon as practicable after receipt of an S-3 Demand the number of Registrable Securities specified in such Form S-3 registration Demand. Notwithstanding the foregoing, if the Company shall furnish to the Initiating Form S-3 Holder a letter signed by the Chief Executive Officer of the Company stating that in the good faith opinion of the Company’s Board of Directors it would be materially detrimental to the Company and that its stockholders for such Registration Statement to be filed and it is in the best interests of the Company therefore desirable to defer the filing of such registration statementRegistration Statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3taking action. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At any time after Subject to the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by limitation set forth in ------------------------ Section 5(b) and in the Securities and Exchange Commission (“SEC”) which permits incorporation last sentence of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”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 to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale 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 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 receive from one or more Holder or Holders of use its best efforts to register under the Registrable Securities a written request or requests that the Company effect a registration Act on Form S-3 and or any related qualification or compliance successor thereto, for public sale in accordance with respect to all or a part the method of the Registrable Securities owned by disposition specified in such Holder or Holdersnotice, the Company will: (a) promptly give written notice number of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution shares of all or such portion of such Holder’s or Holders’ Registrable Securities as are 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, together with all or such portion each of the Registrable Securities procedures and requirements of any other Holder or Holders joining 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 request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; registration, provided, however, that the Company requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be obligated to effect any such registration, qualification or compliance, pursuant to requested and obtained under this Section 2.3: (1) if Form S-3 is 6. The Company may not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting include in any registration pursuant statement referred to in this Section 2.3 a certificate signed by 6 any shares of Common Stock to be sold for the President account of any person not entitled as of June 30, 1998 to registration rights with respect to such shares, except the ▇▇▇▇▇▇ Shares. The Company stating thatmay include in any registration statement referred to in this Section 6 the ▇▇▇▇▇▇ Shares and/or shares of Common Stock to be sold for its own account or for 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 the good faith judgment of the Board of Directors of the Company, which case such Form S-3 registration would statement shall be detrimental deemed to be a registration-statement initiated by the Company and that it is in shall be governed by the best interests provisions of Section 5 above. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, registration statements registering the ▇▇▇▇▇▇ Shares and/or securities to be issued by the Company to defer the filing of such registration statement, then seller or sellers in connection with an acquisition by the Company shall have 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 right to defer Company will not file with the filing of the Form S-3 Commission any other registration statement with respect to such offering its Common Stock, whether for a period its own account or that of not more than ninety (90) days other stockholders, from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected a notice from requesting holders pursuant to this Section 2.3 shall not be counted 6 until the completion of the period of distribution of the registration contemplated thereby, as demands for registration effected pursuant to described in Section 2.27.

Registration on Form S-3. At The Company shall use its best efforts to ------------------------ qualify for registration of its securities on Form S-3 or any time after comparable or successor form; the Company becomes eligible shall register (whether or not required by law to register do so) the Common Stock under the Exchange Act in accordance with the provisions thereof, following the effective date of the first registration of any securities of the Company on Form S-1 or Form 1-SB or any comparable or successor form or forms. After the Company has qualified for the use of Form S- 3, in addition to the rights contained in the foregoing provisions of this Section 2, the Holders of Registrable Securities for resale shall have the right to request registration on Form S-3, or any similar form subsequently adopted by the Securities . Such requests shall be in writing and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders state the number of the shares of Registrable Securities a written request or requests that to be disposed of and the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part intended methods of the Registrable Securities owned disposition of such shares by such Holder or Holders. The Company shall promptly give notice of such proposed registration to all Holders of Registrable Securities, and the Company will: (a) promptly give written notice of shall, as expeditiously as possible, use its best efforts to effect the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion on Form S-3 of the Registrable Securities of which the Company has been requested to register (a) in each request and (b) in any other Holder or Holders joining in such request as are specified in a written request response given within fifteen thirty (1530) days after receipt of such written to a notice from the Company; provided, however, that the Company pursuant to this Section 2.8. The Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting any a registration pursuant to this Section 2.3 a certificate signed by 2.8 for any Holder who could at the President time of such request for registration then sell all of the Company stating that, in Registrable Securities which such Holder then holds at one time pursuant to Rule 144 under the good faith judgment Act without regard to or violation of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the volume limitations imposed by Rule 144. The Company shall have the right not be required to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not effect more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once two registrations pursuant to this Section 2.8 in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At any time If after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by earlier of the Securities [***] of the Closing and Exchange Commission (“SEC”the occurrence of an event detailed in Section 3.2(b)(i)(B) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the Registrable Securities Investor a written request or requests (such requests shall state the number of Registrable Securities to be disposed of and the intended methods of disposition of such shares by the Investor) that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersSecurities, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holderthe Investor’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 2.3: 4.2: (1i) if the Company shall have already effected two (2) registrations for the Investor under this Section 4.2 (ii) if Form S-3 (or such successor or similar form) is not available for such offering by the HoldersInvestor; or (2iii) if the Investor, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price to the public of less than $1,000,000; or (iv) if the Company furnishes shall furnish to the Holders requesting any registration pursuant to this Section 2.3 Investor a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration it would be seriously detrimental to the Company and that it is its shareholders for such Form S-3 Registration to be effected at such time, in the best interests of the Company to defer the filing of such registration statement, then which event the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a single period of not more than ninety (90) days from after receipt of the request of the Investor under this Section 4.2 and provided that such right to delay a request shall be exercised by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right no more than once twice in any twelveone-month year period; or (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5v) during the period starting with the date of filing of, and ending on a the date one hundred eighty (180) days after following, the effective date of a any other registration statement filed by the Company under the Securities Act; or (vi) if the Company has already effected one (1) registration on Form S-3 for the Investor pursuant to Section 2.2 hereof or this Section 2.34.2 within the previous twelve (12) months. (cb) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of by the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2Investor.

Registration on Form S-3. At (a) If at any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3date hereof, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”i) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more a Holder or Holders of the Registrable Securities a written request or requests that the Company effect file a registration statement on Form S-3 and or any related qualification or compliance with respect to successor thereto for a public offering of all or a part any portion of the shares of Registrable Securities owned Stock held by such requesting Holder or Holders, the Company will: (a) promptly give written notice of reasonably anticipated aggregate price to the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion public of such Holder’s shares would exceed $500,000 and (ii) the Company is a registrant entitled to use Form S-3 or Holders’ Registrable any successor form thereto to register such shares, then the Company shall use its best efforts to register under the Securities as are Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such requestnotice, together with all or the number of shares of Registrable Stock specified in such portion notice. Whenever the Company is required by this Section 5 to use its best efforts to effect the registration of Registrable Stock, each of the Registrable Securities procedures, requirements and limitations of any other Holder or Section 3 (including but not limited to the requirement that the Company notify all Holders joining from whom notice has not been received and provide them with the opportunity to participate in the offering and the requirements of subparagraph (b)) shall apply to such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Companyregistration; provided, however, that -------- ------- there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 5, except that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to more than two registrations under this Section 2.35 in any twelve (12) month period; and provided, further, that -------- ------- the $2,000,000 minimum dollar amount set forth in the first sentence of Section 3(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 5. (b) If the Company is a registrant entitled to use Form S-3 or any successor form thereto to register shares of Registrable Stock, 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 any method of disposition specified by any Holder or Holders, all of the shares of Registrable Stock. The Company agrees to maintain the registration effective as a shelf-registration for a period of twelve (12) months, except: (1i) if Form S-3 is not available for such offering within 90 days after the effective date of a Registration Statement filed by the Holders; Company (2except for Registration Statements on Form ▇-▇, ▇-▇ or any successors thereto) or (ii) if the Company furnishes shall furnish to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. Amended and Restated Registration Rights Agreement Directors of the Company, such Form S-3 registration it would be seriously detrimental to the Company and stockholders for a Form S-3 Registration Statement to be effective due to pending Company events, or that it is keeping such Statement effective at such time would require disclosure of material non-public information relating to the Company which, in the best interests reasonable opinion of the Company to defer the filing Board of such registration statementDirectors, then should not be disclosed, or if the Company shall have the right intends to defer the filing file a Registration Statement within sixty (60) days and agrees to register shares of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; Holders' Registrable Stock therein, provided, however, that the Company may shall not exercise such right -------- ------- utilize these rights more than once in any twelve12-month period; , nor for a period of more than sixty (360) if such Form S-3 days, and further provided that the shelf registration statement covers shall be kept effective for an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible additional period equal to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after of time during which the shelf registration was not kept effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3hereto. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At any time after (a) After its initial public offering, the Company becomes eligible shall use commercially reasonable efforts to register Registrable Securities qualify for resale registration on Form S-3, S-3 or any similar comparable or successor form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by or forms. After the Company with has qualified for the SEC (“use of Form S-3”), if the Company shall receive from one or more an Initiating Holder or Initiating Holders of the Registrable Securities a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company willwill do the following: (ai) promptly Promptly give written notice of the proposed registrationregistration and the Initiating Holder’s or Initiating Holders’ request therefor, and any related qualification or compliance, to all other Holders; andHolders of Registrable Securities. (bii) as As soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s or Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 2.31.5 if: (1i) if Form S-3 is not available for such offering by the Initiating Holders; (2) if the Company furnishes to the , together with any other Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors Registrable Securities of the Company, such propose to sell Registrable Securities on Form S-3 registration would be detrimental at an aggregate price to the Company and that it is in the best interests public of the Company to defer the filing of such registration statementless than $1,000,000, then (ii) the Company shall have furnish the right certification described in paragraph 1.2(b) (but provided, further, that the Company may only defer such requested filing for up to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by once in a twelve (12) month period), or (iii) the Company has, within the twelve (12) month period preceding the date of the such request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such already effected two registrations on Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if for the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 1.5. (b) If a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(A) and (B)(i) and (iii) and Section 1.2(b) hereof shall not be counted as demands apply to such registration. If the registration is for registration effected pursuant an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall apply to Section 2.2such registration.

Registration on Form S-3. At any such time after as the Company becomes eligible is qualified to register Registrable Securities for resale its securities on Form S-3, or any similar form subsequently adopted by and in addition to the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”)rights contained in Section 2, if the Company shall receive from one or more at any time a Holder or Holders of the Registrable Securities a written request or (the "INITIATING FORM S-3 HOLDERS") requests that the Company effect file a registration statement on Form S-3 and any related qualification for a sale or compliance with respect to public offering of all or a part any portion of the Registrable Securities owned held by such Initiating Form S-3 Holder or HoldersHolders (the "FORM S-3 DEMAND"), the reasonably anticipated aggregate price to the public of which would exceed $5,000,000, then the Company will: (a) will promptly give at least 20 days written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders; and Holders and (b) as soon as practicableuse its best efforts to register under the Securities Act on Form S-3, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate for public sale in accordance with the sale and distribution method of all or such portion disposition specified in the Form S-3 Notice, the number of such Holder’s or Holders’ Registrable Securities as are specified in such request, Form S- 3 Notice together with all or such portion of the any Registrable Securities of requested to be included by any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided. Notwithstanding the foregoing, however, that if the Company shall not be obligated furnish to effect any such registration, qualification or compliance, pursuant to this Section 2.3: (1) if the Initiating Form S-3 is not available for such offering by the Holders; (2Holder(s) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President Chief Executive Officer of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration Company it would be materially detrimental to the Company and that its stockholders for such registration statement to be filed and it is in the best interests of the Company therefore desirable to defer the filing of such registration statement, then the Company shall have the right to defer the taking action with respect to such filing for a period of 90 days after receipt of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3Demand. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At any time commencing after the Company becomes eligible date of exercise of the Option, and in addition to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities rights under Sections 2.1 and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”)2.2 hereof, if the Company shall receive from one or more Holder or Holders of the Registrable Securities at any time a Stockholder makes a written request or requests that the Company to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersStockholder, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) 2.3.1. as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ the Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 2.32.3.1: (1a) if Form S-3 is not available for such offering by the Selling Holders; (2b) if the Selling Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell shares of Common Stock and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; (c) if the Company furnishes shall furnish to the Holders requesting any registration pursuant to this Section 2.3 Stockholder Representative a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration it would be seriously detrimental to the Company and that it is its stockholders for such Form S-3 registration to be effected at such time, in the best interests of the Company to defer the filing of such registration statement, then which event the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) 120 days from after receipt by the Company of the request by of the Initiating Holder; providedStockholder Representative, howeverafter a Stockholder Action, under this Section 2.3.1 (PROVIDED, HOWEVER, that the Company may shall not exercise such utilize this right more than once in any twelve-12 month period); (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4d) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of Company has, within the Securities Act; or (5) during 12 month period preceding the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to such request, already effected two registrations on Form S-3 for the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected Rights Holders pursuant to this Section 2.3 shall not 2.3.1; or (v) if the Company would be counted as demands for registration effected pursuant required to Section 2.2qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Registration on Form S-3. At (a) Subject to the 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) UBS, ITI or Casty requests that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of 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 UBS, if such registration is requested by UBS, 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 is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6(a) to use its reasonable 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 UBS, ITI and Casty may only request and obtain two registrations ------- on Form S-3 under this Section in any calendar year, provided, further, that no -------- ------- request may be made by a party under this Section 6(a) within 180 days after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or effective date of any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents registration statement filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders pursuant to this Section on behalf of the Registrable Securities a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; andparty. (b) as soon as practicableNotwithstanding Section 6(a) above, effect such Casty may request, by written notice, that the Company file a registration and all such qualifications and compliances as may be so requested and as would permit statement on Form S-3 or facilitate the sale and distribution any successor thereto for a public offering of all or such any portion of the Restricted Stock held by Casty (or any Affiliate thereof) and eligible for transfer pursuant to the restrictions on transfer contained in the first sentence of Section 3.4 of the Stockholders Agreement (the "Eligible Shares") and if the Company is a registrant entitled to use Form S-3 or any successor thereto to register such Holder’s shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or Holders’ Registrable Securities as are any successor thereto, for public sale the number of shares of Restricted Stock specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from to the CompanyCompany (not to exceed the number of Eligible Shares); provided, however, that (i) any registration under this Section 6(b) shall be a non- underwritten offering; (ii) Casty shall only be entitled to request two registrations under this Section 6(b); (iii) the Company shall only be obligated to effect one such registration during any calendar year (which shall count as one of the two permitted in such calendar year pursuant to Section 6(a)); and (iv) the Company shall not be obligated required to effect maintain the effectiveness of any such registrationregistration statement for more than 60 days. Notwithstanding anything to the contrary contained herein, qualification or compliance, pursuant the Company shall not be required to file any registration statement under this Section 2.3: 6(b): (1x) if Form S-3 is not available for within such period of time after the effective date of any earlier registration statement relating to an underwritten public offering (other than an Acquisition Registration Statement) as shall be determined in good faith by the Holders; managing underwriter of an underwritten public offering, provided that such time period shall not exceed 180 days or (2y) if the Company furnishes shall furnish to the Holders requesting any registration pursuant to this Section 2.3 Casty a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration it would be seriously detrimental to the Company and that it is in the best interests of its stockholders for such registration to be effected at such time due to any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company to defer the filing or any of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3its subsidiaries. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At any time after (a) In addition to the Company becomes eligible rights provided to register the holders of Registrable Shares in Section 2.1 and Section 2.2 above, if the registration of Registrable Shares pursuant to the Securities for resale Act can be effected on Form S-3, S-3 (or any similar form subsequently adopted promulgated by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”Commission), if upon the Company shall receive from request of one or more Holder or Holders holders of at least twenty percent (20%) of the Registrable Securities a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersShares, the Company will promptly so notify each holder of Registrable Shares and then will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon expeditiously as practicablepossible thereafter, effect such the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Securities Act on said Form S-3 of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Shares as the holder or Holders joining in such request as are specified in a written request given within fifteen holders shall specify. (15b) days after receipt of such written notice from Notwithstanding the Company; providedforegoing, however, that the Company shall not be obligated required to effect any such registration, qualification or compliance, register Registerable Shares on Form S-3 pursuant to this Section 2.3: 2.3(a), (1i) if Form S-3 is not available for such offering by the Holders; on more than one occasion in any calendar year or (2ii) if the Company furnishes to the Holders holders of Registrable Shares requesting any registration pursuant to this Section 2.3 such section, a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such a registration statement, then the Company shall have the right to defer the filing of the Form S-3 a registration statement with respect to such offering for a period of not more than ninety (90) 90 days from receipt by the Company of the request by the Initiating Holderinitiating holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoingthree times, nor may the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2exercise such right consecutively.

Registration on Form S-3. At If at any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”a) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more a Holder or Holders of the Registrable Securities a written -------------------------- request or requests that the Company effect file a registration statement on Form S-3 and or any related qualification or compliance with respect to successor form thereto for a public offering of all or a part any portion of the shares of Registrable Securities owned Stock held by such requesting Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicablethe Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, effect such registration and all such qualifications and compliances as may be so requested and as would permit then the Company shall use its best efforts to register under the Securities Act on Form S-3 or facilitate any successor thereto, for public sale in accordance with the sale and distribution method of all or such portion of such Holder’s or Holders’ Registrable Securities as are disposition specified in such requestnotice, together with all or such portion the number of the shares of Registrable Securities of any other Holder or Holders joining Stock specified in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Companynotice; provided, however, that (a) the Company shall not be obligated to effect any registration on Form S-3 pursuant to this Section 4 (whether of Registrable Stock of such Holder or of one or more other Holders) (i) more frequently than twice every twelve (12) months, (ii) if a certificate of the type discussed in Section 2(c)(ii) has been provided (in which case the restrictions on the Company's right to delay such a registration set forth in Section 2(c)(ii) shall apply), (iii) unless the aggregate offering price in each registration on Form S-3 equals $1.0 million or more; or (iv) if such registration is proposed to be part of a firm commitment underwritten public offering, unless the underwriters are reasonably acceptable to the Company, and (b) the Company shall not be obligated to effect any such registration for any Holder desiring to participate in such registration who may then dispose of all such Holder's Registrable Stock proposed to be so registered pursuant to Rule 144 under the Securities Act within the three (3) months period following such proposed registration on Form S-3 (taking into account all sales of Registrable Stock which such Holder proposes to sell pursuant to Rule 144 during such three (3) month period). Whenever the Company is required by this Section 4 to use its best efforts to effect the registration of Registrable Stock, each of the procedures and requirements of Section 2 (including, but not limited to, the requirements that the Company notify all Holders from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, qualification or complianceprovided, however, in all events, other than as set forth in this Section 4, there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 4. Notwithstanding the foregoing, the Company shall not be required to seek to cause a Registration Statement to become effective pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date 4 within one hundred eighty days (180) days after the effective date of a Registration Statement filed by the Company (other than a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoingof securities solely in connection with an Employee Plan); provided, that the Company shall file use its best efforts to achieve effectiveness of a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.24 promptly following such one hundred eighty (180) day period if such request is made during such one hundred eighty (180) day period.

Registration on Form S-3. At any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if In case the Company shall receive from one a holder or more Holder or Holders holders of not less than 25% of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder holder or Holdersholders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holdersholders of Registrable Securities; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder holder or Holders holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.34: (1i) if Form S-3 is not available for such offering by the Holdersholders; (2ii) if the holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000.00; (iii) if the Company furnishes shall furnish to the Holders requesting any registration pursuant to this Section 2.3 holders a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration it would be seriously detrimental to the Company and that it is its stockholders for such Form S-3 registration to be effected at such time, in the best interests of the Company to defer the filing of such registration statement, then which event the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering Registration Statement for a period of not more than ninety (90) 120 days from after receipt by the Company of the request by of the Initiating HolderHolder or Holders under this Section 4; provided, however, that the Company may not exercise such only utilize this right more than once in any twelve-month period; (3) if connection with such Form S-3 registration statement covers an offering of less than $500,000 of Registrable SecuritiesRegistration Statement; (4iv) if the Company has, within the 12-month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders are otherwise eligible pursuant to sell their Registrable Securities under Rule 144 this Section 4; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of the Securities Actprocess in effecting such registration, qualification or compliance; or (5vi) during the period ending on a date one hundred eighty (180) 180 days after the effective date of a registration Registration Statement filed pursuant to Section 2.2 hereof or this Section 2.34. (c) Subject to the foregoing, the Company shall file a registration statement Registration Statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable and in any event with 120 days after receipt of the request or requests of the Holdersholders. Registrations effected pursuant to this Section 2.3 4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.22.

Registration on Form S-3. At If any time after (i) a holder or holders of at least forty percent (40%) of the Preferred Shares, the Note Warrants, the Note Warrant Shares or Restricted Stock request that the Company becomes eligible file a registration statement on Form S-3 or any successor thereto for a public offering of 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 is a registrant entitled to use Form S-3 or any successor thereto to register Registrable Securities for resale on Form S-3such shares, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if then the Company shall receive from one use its best efforts to register under the Securities Act on From S-3 or more Holder or Holders any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the Registrable Securities a written request or requests procedures and requirements of Section 4 (including but not limited to the requirement that the Company effect a registration on Form S-3 notify all holders of Restricted Stock from whom notice has not been received and any related qualification or compliance all Founders and provide them with respect the opportunity to all or a part of participate in the Registrable Securities owned by offering) shall apply to such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be obligated to effect any such registration, qualification or compliance, pursuant to requested and obtained under this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes 6. Notwithstanding anything to the Holders requesting any registration pursuant to contrary contained herein, no request may be made under this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date 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 the Restricted Stock shall have been entitled to join pursuant to Section 2.2 hereof Sections 4 or this Section 2.35 in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been requested, provided, further, that such one hundred eighty (180) day period may be extended for up to an additional sixty (60) days upon the majority vote of both the Company's Board of Directors and shareholders. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At (a) Subject to the 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 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 is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6(a) to use its reasonable 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 each of the Investor Stockholders (considered as a group), ITI and ------- Casty may only request and obtain two registrations on Form S-3 under this Section in any calendar year, provided, further, that no request may be made by -------- ------- a party under this Section 6(a) within 180 days after the Company becomes eligible to register Registrable Securities for resale on Form S-3, or effective date of any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents registration statement filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders pursuant to this Section on behalf of the Registrable Securities a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; andparty. (b) as soon as practicableNotwithstanding Section 6(a) above, effect such Casty may request, by written notice, that the Company file a registration and all such qualifications and compliances as may be so requested and as would permit statement on Form S-3 or facilitate the sale and distribution any successor thereto for a public offering of all or such any portion of the Restricted Stock held by Casty (or any Affiliate thereof) and eligible for transfer pursuant to the restrictions on transfer contained in the first sentence of Section 3.4 of the Stockholders Agreement (the "Eligible Shares") and if the Company is a registrant entitled to use Form S-3 or any successor thereto to register such Holder’s shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or Holders’ Registrable Securities as are any successor thereto, for public sale the number of shares of Restricted Stock specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from to the CompanyCompany (not to exceed the number of Eligible Shares); provided, however, that (i) any registration under this Section 6(b) shall be a non- underwritten offering; (ii) Casty shall only be entitled to request two registrations under this Section 6(b); (iii) the Company shall only be obligated to effect one such registration during any calendar year (which shall count as one of the two permitted in such calendar year pursuant to Section 6(a)); and (iv) the Company shall not be obligated required to effect maintain the effectiveness of any such registrationregistration statement for more than 60 days. Notwithstanding anything to the contrary contained herein, qualification or compliance, pursuant the Company shall not be required to file any registration statement under this Section 2.3: 6(b): (1x) if Form S-3 is not available for within such period of time after the effective date of any earlier registration statement relating to an underwritten public offering (other than an Acquisition Registration Statement) as shall be determined in good faith by the Holders; managing underwriter of an underwritten public offering, provided that such time period shall not exceed 180 days or (2y) if the Company furnishes shall furnish to the Holders requesting any registration pursuant to this Section 2.3 Casty a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration it would be seriously detrimental to the Company and that it is in the best interests of its stockholders for such registration to be effected at such time due to any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company to defer the filing or any of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect to such offering for a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3its subsidiaries. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.

Registration on Form S-3. At any time after the Company becomes eligible to register Registrable Securities for resale on Form S-3After its initial public offering, or any similar form subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3”), if the Company shall receive from one or more Holder or Holders of the Registrable Securities a written request or requests that the Company effect a use its best efforts to quality for registration on Form S-3 and or any related qualification comparable or compliance with respect successor form or forms. After the Company has qualified for the use of Form S-3, in addition to all or a part the rights contained in the foregoing provisions of this Article 10, the Holders of Registrable Securities owned shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the amount reasonably anticipated to be raised in the offering in question is at least Two Million Dollars ($2,000,000) and that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.3: Registration if (1) if Form S-3 is not available for such offering by the Holders; (2) if the Company furnishes to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement with respect delivered to such offering for Holder an opinion of counsel to the Company, addressed to such Holder and reasonably satisfactory in form and substance to such Holder to the effect that such Registrable Securities proposed to be included may lawfully be so disposed of without Registration or (2) within a period of not more than ninety (90) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if the Holders are otherwise eligible to sell their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) 180 days after the effective date of a registration pursuant to Section 2.2 hereof or this Section 2.3. (c) Subject to the foregoing, any previous such Registration. If the Company shall file receive a registration statement covering written request pursuant to this Section 10.04 for Registration, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities and other securities so that Holders have requested to be registered as soon as practicable within 20 days after receipt of the request or requests of Company's notice to be registered under the HoldersSecurities Act. Registrations effected Any registration statement filed pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant 10.04 may, subject to the provisions of Section 2.210.11 hereof, include other securities of the Company with respect to which Registration rights have been granted.

Registration on Form S-3. At any time after 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 Company becomes eligible to register Registrable Securities reasonable fees and disbursements of one counsel for resale on Form S-3the selling Holder or Holders selected by them with the approval of the Company, or any similar form subsequently adopted by which approval shall not be unreasonably withheld, and counsel for the Securities and Exchange Commission (“SEC”) Company, each of which permits incorporation of substantial information by reference to other documents filed shall be paid by the Company with the SEC (a “Form S-3Company Paid S-3 Registration”), if the Company shall receive from one or more Holder or Holders of the Registrable Securities a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that no registration pursuant to Section 1.4 shall count as a Company Paid S-3 Registration if the Company withdraws such registration before it becomes effective (subject to the remainder of this Section 1.7(c)); and provided, further, that the Company shall not be obligated required to effect pay for any such registration, qualification or compliance, expenses of any registration proceeding begun pursuant to this Section 2.3: (1) if Form S-3 is not available for such offering by the Holders; (2) 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one S-3 registration pursuant to Section 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 furnishes from that known to the Holders requesting any registration pursuant to this Section 2.3 a certificate signed by at the President time of their request and have withdrawn the Company stating that, in the good faith judgment of the Board of Directors of the Company, such Form S-3 registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the Form S-3 registration statement request with respect to such offering for a period of not more than ninety (90) days from receipt reasonable promptness following disclosure by the Company of the request by the Initiating Holder; providedsuch material adverse change, however, that the Company may not exercise such right more than once in any twelve-month period; (3) if such Form S-3 registration statement covers an offering of less than $500,000 of Registrable Securities; (4) if then the Holders are otherwise eligible shall not be required to sell pay any of such expenses and shall retain their Registrable Securities under Rule 144 of the Securities Act; or (5) during the period ending on a date one hundred eighty (180) days after the effective date of a registration rights pursuant to Section 2.2 hereof 1.4. Any underwriters’ discounts or this Section 2.3commissions associated with Registrable Securities, shall be borne pro rata by the Holder or Holders participating in the Form S-3 Registration. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.2.