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

Registration on Form S-3. (a) If the Company qualifies for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Article 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), provided, however, that any such request must be made by Holders who in the aggregate hold more than ten percent (10%) of the outstanding Registrable Securities, provided, further, that the Company shall not be obligated to effect any such registration (i) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.3(a), (iii) if the Company shall furnish the certification described in Section 1.3(b) (but subject to the limitations set forth therein) or (iv) if, in a given twelve month period, the Company has effected one such registration in such period.

Registration on Form S-3. (a) If After the initial public offering of the Company's securities, the Company qualifies shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Article 1Section 3 and subject to the conditions set forth in this Section 3, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), ; provided, however, that any such request must be made by Holders who in the aggregate hold more than ten percent (10%) of the outstanding Registrable Securities, provided, further, that the Company shall not be obligated to effect any such registration (i) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $1,000,0002,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.3(a), (iii) if event that the Company shall furnish the certification described in Section 1.3(bparagraph 3.1(b)(ii) (but subject to the limitations set forth therein) ), or (iviii) if, in a given twelve the preceding twelve-month period, the Company has effected one two (2) such registration registrations under this Section 3.4 in such period.

Registration on Form S-3. (ai) If After its initial public offering, ------------------------ the Company qualifies shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Article 1Agreement, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), provided, however, that any such request must be made by Holders who in the aggregate hold more than ten percent (10%) of the outstanding Registrable Securities, provided, further, that the Company shall not be obligated -------- ------- to effect any such registration if (i) 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) on Form S-3 at an aggregate price to the public of less than $1,000,000, or (ii) in the circumstances described in clauses (A) and (C) of Section 1.3(a), (iii) if event that the Company shall furnish the certification described in Section 1.3(b2(b)(ii) (but subject to the limitations set forth therein) or (iviii) if, in a given twelve twelve-month period, after the Company has effected one (1) such registration in any such periodperiod or (iv) it is to be effected more than five (5) years after the Company's initial public offering.

Registration on Form S-3. (a) If After its initial public offering, the Company qualifies shall use all reasonable best efforts to qualify for registration on a Registration Statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Article Section 1, the Holders of at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), provided, however, that any such request must be made by Holders who in the aggregate hold more than ten percent (10%) of the outstanding Registrable Securities, provided, further, that the Company shall not be obligated to effect any such registration (i) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, Holders propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public public, net of all Selling Expenses of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.3(a1.2(a)(ii), (iii) if the Company shall furnish the certification described in Section 1.3(b1.2(b) (but subject to the limitations set forth therein) or (iv) if, in a given twelve month period, if the Company has effected one two such registration in such registrations within the prior twelve month period.

Registration on Form S-3. (a) If After its initial public offering, the Company qualifies shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Article Section 1, the Holders holders of at least thirty percent (30%) of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), provided, however, that any such request must be made by Holders who in the aggregate hold more than ten percent (10%) of the outstanding Registrable Securities, provided, further, that the Company shall not be obligated to effect any such registration if (i) 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) on Form S-3 at an aggregate price to the public of less than $1,000,000, or (ii) in the circumstances described in clauses (A) and (C) of Section 1.3(a), (iii) if event the Company shall furnish the certification described in Section 1.3(bparagraph 1.2(b)(ii) (but subject to the limitations set forth therein) ), or (iviii) if, in a given twelve month period, the Company has has, within the six (6) month period preceding the date of such request already effected one such registration in such periodon Form S-3 for the Holders pursuant to this Section 1.5.

Registration on Form S-3. (a) If After its initial public offering, the Company qualifies shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Article Section 1, the Holders holders of at least (X) thirty percent (30%) of Registrable Securities, or, (Y) a majority of the Registrable Securities shall held by the BSC Investors, 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), provided, however, that any such request must be made by Holders who in the aggregate hold more than ten percent (10%) of the outstanding Registrable Securities, provided, further, that the Company shall not be obligated to effect any such registration if (i) 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) on Form S-3 at an aggregate price to the public of less than $1,000,000, or (ii) in the circumstances described in clauses (A) and (C) of Section 1.3(a), (iii) if event the Company shall furnish the certification described in Section 1.3(bparagraph 1.2(b)(ii) (but subject to the limitations set forth therein) ), or (iviii) if, in a given twelve month period, the Company has has, within the six (6) month period preceding the date of such request already effected one such registration in such periodon Form S-3 for the Holders pursuant to this Section 1.5."

Registration on Form S-3. (a) If After the Company qualifies has qualified for the use of registration on Form S-3, in addition to the rights contained in the foregoing provisions of this Article 1Section 7, the Series E Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holdersholders) (a "Form S-3 Registration"), ; provided, however, that any such request must be made by Holders who in the aggregate hold more than ten percent (10%) of the outstanding Registrable Securities, provided, further, that the Company shall not be obligated to effect any such registration registration: (i) if the Holdersholders of Registrable Securities requesting registration under this Section 7.3(a), together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $1,000,000, 5,000,000; (ii) in the circumstances described in clauses (A) and (C) of Section 1.3(a7.1(a)(i), ; (iii) if the Company shall furnish the certification described in Section 1.3(b7.1(a)(vii) (but subject to the limitations set forth therein) or ); (iv) if, in a given twelve month period, if the Company has has, within the twelve (12)-month period preceding the date of such request, already effected one such registration in such period(1) Form S-3 Registration; or (v) if it is to be effected more than five (5) years after the Company's Initial Public Offering.

Registration on Form S-3. (a) If After the Company’s securities trade on a national securities exchange or list on a national automatic quotation system, in either case, located in the United States, the Company qualifies shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms, including (but not by way of limitation) taking such action, including voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S 3 for the sale of Registrable Securities. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Article 1Section 3, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), ; provided, however, that any such request must be made by Holders who in the aggregate hold more than ten percent (10%) of the outstanding Registrable Securities, provided, further, that the Company shall not be obligated to effect any such registration (i) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $1,000,0002,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.3(a), (iii) if event that the Company shall furnish the certification described in Section 1.3(bparagraph 3.1(b)(ii) (but subject to the limitations set forth therein) ), or (iviii) if, in a given twelve twelve-month period, the Company has effected one two (2) such registration registrations in any such period.

Registration on Form S-3. (a) If After it becomes an Exchange Act reporting company, the Company qualifies shall use its commercially reasonable efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Article Section 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such the 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 the shares by such the Holder or Holders), provided, however, that any such request must be made by Holders who in the aggregate hold more than ten percent (10%) of the outstanding Registrable Securities, provided, further, that the Company shall not be obligated to effect any such registration (i) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such that registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $1,000,000, l,000,000 (ii) in the circumstances described in clauses (A) and (CD) of Section 1.3(a1.2(a), (iii) if the Company shall furnish furnishes the certification described in Section 1.3(b1.2(b) (but subject to the limitations set forth therein) or ), (iv) if, in a given twelve twelve-month period, the Company has effected one two (2) such registration in such periodregistrations or (v) if it is to be effected more than five (5) years after the Company’s IPO.

Registration on Form S-3. (a) If the Company qualifies has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Article 1VII, the Holders holders of Registrable Securities shall have the right to request registrations on Form S-3 or any comparable or successor form (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 holder or Holdersholders (including whether such resales are to be made on a continuous basis pursuant to Rule 415)), provided, however, that any such request must be made by Holders who in the aggregate hold more than ten percent (10%) of the outstanding Registrable Securities, provided, further, that the Company shall not be obligated to effect any such registration if (i) if the Holdersholder of Registrable Securities, 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 shares of Common Stock (if any) on Form S-3 at an aggregate price to the public of less than $1,000,000500,000, or (ii) in the circumstances described in clauses (A) and (C) of Section 1.3(a), (iii) if event that the Company shall furnish the certification described in Section 1.3(bparagraph 7.3(b)(ii) or 7.3(c) (but subject to the limitations set forth therein) ), or (iviii) if, in a given twelve month period, the Company has effected one will be required to obtain an audit (other than for its normal year-end audit) for such registration to become effective. The Company shall only be required to effect one (1) registration of Registrable Securities pursuant to this Section 7.5 in such periodeach calendar year.

Registration on Form S-3. (a) If the Company qualifies for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Article 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), provided, however, that any such request must be made by Holders -------- ------- who in the aggregate hold more than ten percent (10%) of the outstanding Registrable Securities, provided, further, that the Company shall not be -------- ------- obligated to effect any such registration (i) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.3(a), (iii) if the Company shall furnish the certification described in Section 1.3(b) (but subject to the limitations set forth therein) or (iv) if, in a given twelve month period, the Company has effected one such registration in such period.

Registration on Form S-3. 73 (a) If After the Initial Offering, the Company qualifies shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Article Section 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), provided, however, that any such request must be made by Holders who in the aggregate hold more than ten percent (10%) of the outstanding Registrable Securities, provided, further, that the Company shall not be obligated to effect any such registration if (i) 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) on Form S-3 at an aggregate price to the public of less than $1,000,000500,000, or (ii) in the circumstances described in clauses (A) and (C) of Section 1.3(a), (iii) if event that the Company shall furnish the certification described in Section 1.3(bparagraph 1.2(a)(ii) (but subject to the limitations set forth therein) or (iviii) if, in a given twelve twelve-month period, after the Company has effected one (1) such registration in any such period.

Registration on Form S-3. (a) If After its initial public offering, the Company qualifies shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3S- 3, in addition to the rights contained in the foregoing provisions of this Article 1Section 3, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), ; provided, -------- however, that any such request must be made by Holders who in the aggregate hold more than ten percent (10%) of the outstanding Registrable Securities, provided, further, that the Company shall not be obligated to effect any such registration ------- (i) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $1,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.3(a3.1(a), (iii) if the Company shall furnish the certification described in Section 1.3(bparagraph 3.1(b) (but subject to the limitations set forth therein) ), or (iv) if, in a given twelve twelve-month period, the Company has effected one (1) such registration in such period.

Registration on Form S-3. (a) If After its initial public offering, the Company qualifies shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Article Section 1, the Holders holders of at least ten percent (10%) of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), provided, however, that any such request must be made by Holders who in the aggregate hold more than ten percent (10%) of the outstanding Registrable Securities, provided, further, that the Company shall not be obligated to effect any such registration if (i) 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) on Form S-3 at an aggregate price to the public of less than $1,000,00051,000,000, (ii) in the circumstances described in clauses (A) and (C) of Section 1.3(a), (iii) if event the Company shall furnish the certification described in Section 1.3(bparagraph 1.2(b)(ii) (but subject to the limitations set forth therein) , or (iviii) if, in a given twelve month period, the Company has has, within the twelve (12) month period preceding the date of such request already effected one such registration in such periodtwo registrations on Form S-3 for the Holders pursuant to this Section 1.5.