Common use of Registration on Form S Clause in Contracts

Registration on Form S. 3 ------------------------ (a) After the effective date of the Company's initial public offering (the "Offering Effective Date"), the Company 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, the Holder of Registrable Securities shall have the right, at any time on or after the first anniversary of the Offering Effective Date, to request registrations on Form S-3 (such request shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder); provided, however, that the Company shall not be -------- ------- obligated to effect any such registration if (i) the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000; (ii) in a given twelve-month period, the Company has effected two (2) such registrations, (iii) it is to be effected more than ten (10) years after the Offering Effective Date; or (iv) the Company shall have furnished to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it has, therefore, determined to defer the filing of such registration statement, in which case the Company shall have the right to defer such filing for a period of not more than one hundred eighty (180) days after receipt of the request of the Holder; provided, that the Company shall not defer -------- its obligation in this manner more than once in any twelve-month period. (b) The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.3: (i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) After the Company has initiated ten (10) such registrations for the Holder pursuant to this Section 1.3 (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holder as to which the Holder have not elected to bear the Registration Expenses pursuant to Section 1.5 hereof and would, absent such election, have been required to bear such expenses); (iii) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration, including a demand registration initiated by the Company on behalf of any holder of demand registration rights; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) If the Company shall have effected a registration pursuant to Section 1.3(a) within one hundred eighty (180) days preceding the Company's receipt of the Holder's request. (c) Subject to the foregoing, upon delivery by the Holder of the notice described in Section 1.3(a) above, the Company shall (i) promptly give written notice of the proposed registration to all other Holders (if any) and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with the Securities Act) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is mailed or delivered. The registration statement filed pursuant to the request of the Holder may, subject to the provisions of Sections 1.3(b) and 1.10 hereof, include other securities of the Company with respect to which registration rights have been granted, and may include securities of the Company being sold for the account of the Company. (d) All Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Section 1.3 hereof shall be borne by the Company. (e) If the registration requested pursuant to Section 1.3 is underwritten, the rights of the Holder to registration pursuant to Section 1.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. The Holder may elect to include in such underwriting all or a part of its Registrable Securities. Notwithstanding the foregoing, the Company shall not be obligated to register the Registrable Securities of any Holder who fails promptly to provide to the Company such information as the Company may reasonably request at the time to enable the Company to comply with applicable laws or regulations or to facilitate preparation of the registration statement. (f) If the Company shall request inclusion in any registration pursuant to Section 1.3 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 1.3, the Holder shall offer to include such securities in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.10). The Company shall (together with the Holder and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. Notwithstanding any other provision of this Section 1.3, if the representative of the underwriters advises the Holder in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.10 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Holder. Any Registrable Securities or other securities excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.3(f), then the Company shall offer to all persons who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such persons requesting additional inclusion in accordance with Section 1.10.

Registration on Form S. 3 ------------------------ 1 or S-3. If, following the date that is one (a1) After year following a Qualified Public Offering, the effective date Holders holding at least fifty percent (50%) of the Company's initial total Registrable Securities request in writing that the Company file a registration statement on Form S-1 or S-3 (or any successor form(s) thereto) for a public offering of shares of Registrable Securities the reasonably anticipated aggregate price to the public of which would exceed two million dollars ($2,000,000) with respect to a registration on Form S-1 and five hundred thousand dollars ($500,000) with respect to a registration on Form S-3, and, if applicable, the "Offering Effective Date")Company is a registrant entitled to use Form S-3 to register securities for such an offering, the Company shall use its best commercially reasonable efforts to qualify cause such shares to be registered for the offering on such form (or any successor thereto). Notwithstanding the foregoing, the Holders may only request the Company to file a registration statement on Form S-3 or any comparable or successor form or forms. After S-1, if the Company has qualified for the use of is not entitled to register securities using Form S-3. Notwithstanding the foregoing, the Holder Company may delay the filing of Registrable Securities shall have a registration statement requested pursuant to this Section 8 once in any twelve (12) month period for a period of up to ninety (90) days if the right, at any time on or after Company's Board of Directors determines that such a filing would not be in the first anniversary best interest of the Offering Effective Date, to request registrations on Form S-3 (such request shall be in writing and shall state Company at the number time of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder)request; provided, however, that in the Company shall not be -------- ------- obligated to effect any such registration if (i) the Holder, together with the event that holders of any other securities of the Company entitled Common Stock, which prior 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 $500,000; (ii) in a given twelve-month period, the Company has effected two (2) such registrations, (iii) it is to be effected more than ten (10) years after the Offering Effective Date; conversion were either Series A Preferred Stock or (iv) the Company shall have furnished to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors Series B Preferred Stock of the Company, it would be materially detrimental exercise demand registration rights granted to such holders and such registration is underwritten, and the Holders hereunder exercise piggyback registration rights with respect to such underwriting pursuant to Section 5(b) hereof and such piggybacking Holders are not permitted to include all Registrable Securities requested in such underwriting, then the foregoing right of the Company for such registration statement to be filed in the near future and that it has, therefore, determined to defer the filing of such registration statement, in which case the Company shall have the right to defer such filing for a period of not more than one hundred eighty (180) days after receipt of the request of the Holder; provided, that the Company shall not defer -------- its obligation in this manner more than once in any twelve-month period. (b) The Company delay shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.3: (i) In any particular jurisdiction in which the applicable. The Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) After the Company has initiated ten (10) such registrations for the Holder pursuant to this Section 1.3 (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holder as to which the Holder have not elected to bear the Registration Expenses pursuant to Section 1.5 hereof and would, absent such election, have been required to bear such expenses); (iii) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration, including a demand registration initiated by the Company on behalf of any holder of demand registration rights; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) If the Company shall have effected a registration pursuant to Section 1.3(a) within one hundred eighty (180) days preceding the Company's receipt of the Holder's request. (c) Subject to the foregoing, upon delivery by the Holder of the notice described in Section 1.3(a) above, the Company shall (i) will promptly give written notice of a request for the proposed registration to all other Holders (if any) and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with the Securities Act) as would permit or facilitate the sale and distribution of include all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request received by the Company within twenty thirty (2030) days after the date of such written notice from the Company is mailed or delivered. The registration statement filed pursuant to the request of the Holder may, subject to the provisions of Sections 1.3(b) and 1.10 hereof, include other securities of the Company with respect to which registration rights have been granted, and may include securities of the Company being sold for the account of the Company. (d) All Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Section 1.3 hereof shall be borne by the Company. (e) If the registration requested pursuant to Section 1.3 is underwritten, the rights of the Holder to registration pursuant to Section 1.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. The Holder may elect to include in such underwriting all or a part of its Registrable Securities. Notwithstanding the foregoing, the Company shall not be obligated to register the Registrable Securities of any Holder who fails promptly to provide to the Company such information as the Company may reasonably request at the time to enable the Company to comply with applicable laws or regulations or to facilitate preparation of the registration statement. (f) If the Company shall request inclusion in any registration pursuant to Section 1.3 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 1.3, the Holder shall offer to include such securities in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.10). The Company shall be required to file no more than two (together with the Holder and other persons proposing to distribute their securities through 2) such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. Notwithstanding any other provision of this Section 1.3, if the representative of the underwriters advises the Holder in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included registration statements in the underwriting or registration shall aggregate, only one of which can be allocated as set forth in Section 1.10 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwritingon Form S-1, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Holder. Any Registrable Securities or other securities excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.3(f), then the Company shall offer to all persons who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such persons requesting additional inclusion in accordance with Section 1.108.

Registration on Form S. 3 ------------------------ (a) After the effective date 3. A Holder or group of Holders holding not less than a majority of the Company's initial public offering (the "Offering Effective Date"), the Company 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, the Holder of outstanding Registrable Securities shall have the right, at any time on or after the first anniversary of the Offering Effective Date, right to request registrations that the Company register such Registrable Securities on Form S-3 (such request shall requests to be in writing and shall to state the number of shares of Registrable Securities to be disposed of and the intended methods method of disposition of such shares by each such Holder); provided, however, that subject to the Company shall not be -------- ------- obligated to effect any such registration if following limitations: (ia) the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000; (ii) in a given twelve-month period, the Company has effected two (2) such registrations, (iii) it is to be effected more than ten (10) years after the Offering Effective Date; or (iv) the Company shall have furnished to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it has, therefore, determined to defer the filing of such registration statement, in which case the Company shall have the right to defer such filing for a period of not more than one hundred eighty (180) days after receipt of the request of the Holder; provided, that the Company shall not defer -------- its obligation in this manner more than once in any twelve-month period. (b) The Company shall not be obligated to effect, effect such registration if Form S-3 is not available for such offering of the requesting Holders or if the Registrable Securities subject to a request for registration on Form S-3 can be sold pursuant to Rule 144 under the Securities Act or other applicable exemption from registration under the Securities Act within a three-month period; (b) the Company shall not be obligated to cause a registration on Form S-3 to become effective prior to ninety (90) days following the effective date of a Company-initiated registration (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145); (c) the Company shall not be obligated to take any action to effect, effect any such registration pursuant to this Section 1.3: (i) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) After the Company has initiated ten (10) such registrations for the Holder pursuant to this Section 1.3 (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holder as to which the Holder have not elected to bear the Registration Expenses pursuant to Section 1.5 hereof and would, absent such election, have been required to bear such expenses); (iii) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration, including a demand registration initiated by the Company on behalf of any holder of demand registration rights; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) If the Company shall have effected a registration pursuant to Section 1.3(a) within one hundred eighty (180) days preceding the Company's receipt of the Holder's request. (c) Subject to the foregoing, upon delivery by the Holder of the notice described in Section 1.3(a) above, the Company shall (i) promptly give written notice of the proposed registration to all other Holders (if any) and (ii) as soon as practicable, use its best efforts to effect the extent that the Company would be required to qualify or exempt such registration (including, without limitation, filing post-effective amendments, appropriate qualifications sale of securities under applicable blue sky or other state securities laws and appropriate compliance with in more than ten (10) states; (d) the Securities Act) as would permit Company shall not be required to effect a registration on Form S-3 unless the Holder or facilitate the sale and distribution Holders requesting registration propose to dispose of all or such portion shares of such Registrable Securities having an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least $250,000; (e) the Company shall not be required to effect more than one (1) registration on Form S-3 in any six (6)-month period; (f) the Company shall not be required to effect more than two (2) registrations on Form S-3 for the Holders pursuant to this Section 6; (g) the Company shall not be required to maintain and keep any such registration on Form S-3 effective for a period greater than the period equal to the shorter of (x) 45 days or (y) such date as are specified in such request, together with all or such portion the disposition of the Registrable Securities of any other Holder joining in subject to such request as are specified in a written request received by registration has been completed; and (h) the Company within twenty may defer the filing of such registration statement for a period of up to one hundred eighty (20180) days after such written notice from the Company is mailed or delivered. The registration statement filed pursuant to receipt of the request of the Holder mayor Holders requesting such registration, subject to if in the provisions of Sections 1.3(b) and 1.10 hereof, include other securities of the Company with respect to which registration rights have been granted, and may include securities of the Company being sold for the account good faith judgment of the Company. (d) All Registration Expenses incurred in connection with any registration's Board of Directors, qualification or compliance pursuant it would be detrimental to Section 1.3 hereof shall be borne by the Company. (e) If Company and its stockholders if the registration requested pursuant statement were filed; provided, however, that the Company may not utilize this right more than once in any 12-month period. The Company shall give notice to Section 1.3 is underwritten, the rights all Holders of the Holder to receipt of a request for registration pursuant to this Section 1.3 and shall be conditioned upon provide a reasonable opportunity for all such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities other Holders to participate in the underwriting registration. Subject to the extent provided herein. The Holder may elect to include in such underwriting all or a part of its Registrable Securities. Notwithstanding the foregoing, the Company shall not be obligated will use its commercially reasonable efforts to register effect promptly the registration of all shares of Registrable Securities of any Holder who fails promptly to provide on Form S-3 to the Company such information as the Company may reasonably request at the time to enable the Company to comply with applicable laws or regulations or to facilitate preparation of the registration statement. (f) If the Company shall request inclusion in any registration pursuant to Section 1.3 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 1.3, extent requested by the Holder shall offer to include such securities in the underwriting and may condition such offer on their acceptance or Holders thereof for purposes of the further applicable provisions of this Section 1 (including Section 1.10). The Company shall (together with the Holder and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. Notwithstanding any other provision of this Section 1.3, if the representative of the underwriters advises the Holder in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.10 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Holder. Any Registrable Securities or other securities excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.3(f), then the Company shall offer to all persons who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such persons requesting additional inclusion in accordance with Section 1.10disposition.

Registration on Form S. 3 ------------------------ (a) After the effective date of the Company's initial public offering (the "Offering Effective Date"), the Company 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, the Holder of Registrable Securities shall have the right, at any time on or after the first anniversary of the Offering Effective Date, to request registrations on Form S-3 (such request shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder); provided, however, that the Company shall not be -------- ------- obligated to effect any such registration if (i) the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0001,000,000; (ii) in a given twelve-month period, the Company has effected two (2) such registrations, (iii) it is to be effected more than ten five (105) years after the Offering Effective Date; or (iv) the Company shall have furnished to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it has, therefore, determined to defer the filing of such registration statement, in which case the Company shall have the right to defer such filing for a period of not more than one hundred eighty (180) days after receipt of the request of the Holder; provided, and, provided ,further, -------- ------- that the Company shall not defer -------- its obligation in this manner more than once in any twelve-month period. (b) The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.3: (i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) After the Company has initiated ten two (102) such registrations for the Holder pursuant to this Section 1.3 (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holder as to which the Holder have has not elected to bear the Registration Expenses pursuant to Section 1.5 1.3(d) hereof and would, absent such election, have been required to bear such expenses); (iii) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration, including a demand registration initiated by the Company on behalf of any holder of demand registration rights; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) If the Company shall have effected a registration pursuant to Section 1.3(a) within one hundred eighty (180) days preceding the Company's receipt of the Holder's request. (c) Subject to the foregoing, upon delivery by the Holder of the notice described in Section 1.3(a) above, the Company shall (i) promptly give written notice of the proposed registration to all other Holders (if any) and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with the Securities Act) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is mailed or delivered. The registration statement filed pursuant to the request of the Holder may, subject to the provisions of Sections 1.3(b) and 1.10 hereof, include other securities of the Company with respect to which registration rights have been granted, and may include securities of the Company being sold for the account of the Company. (d) All Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Section 1.3 hereof shall be borne by the Company. (e) If the registration requested pursuant to Section 1.3 is underwritten, the rights of the Holder to registration pursuant to Section 1.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. The Holder may elect to include in such underwriting all or a part of its Registrable Securities. Notwithstanding the foregoing, the Company shall not be obligated to register the Registrable Securities of any Holder who fails promptly to provide to the Company such information as the Company may reasonably request at the time to enable the Company to comply with applicable laws or regulations or to facilitate preparation of the registration statement. (f) If the Company shall request inclusion in any registration pursuant to Section 1.3 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 1.3, the Holder shall offer to include such securities in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.10). The Company shall (together with the Holder and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. Notwithstanding any other provision of this Section 1.3, if the representative of the underwriters advises the Holder in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.10 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Holder. Any Registrable Securities or other securities excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.3(f), then the Company shall offer to all persons who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such persons requesting additional inclusion in accordance with Section 1.10.

Registration on Form S. 3 ------------------------ (a) After the effective date of the Company's initial public offering (the "Offering Effective Date"), the 2 or Form S-3. The Company shall use its best efforts to qualify for registration on the use of Form S-2 and Form S-3 or any comparable or successor form or formsforms of the Commission; and to that end the Company shall maintain its registration (whether or not required by law to do so) of the Common Stock under the Exchange Act, in accordance with the provisions of the Exchange Act. After the Company has qualified for the use of either Form S-2 or Form S-3, or both, in addition to the Holder rights contained in the foregoing provisions of this Section 9, the Holders of Registrable Securities shall have the right, at any time on or after the first anniversary of the Offering Effective Date, right to request registrations on Form S-2 or Form S-3 (such by written request shall be in writing and shall state stating the number of shares of Registrable Securities to be disposed of and the intended methods method of disposition of such shares by such HolderHolder or Holders); provided, howeversubject only to the following: (i) No request made under this Section 9.7 shall require a registration statement requested therein to become effective (a) prior to ninety (90) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering of Common Stock, that or (b) prior to ninety (90) days after the effective date of a registration statement referred to in (a) above if the Company shall not be -------- ------- obligated to effect any such registration if (i) the Holder, together with the holders theretofore have given written notice 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 $500,000; (ii) in a given twelve-month period, the Company has effected two (2) such registrations, (iii) it is to be effected more than ten (10) years after the Offering Effective Date; or (iv) the Company shall have furnished to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future Holders of Registrable Securities pursuant to subsection 9.5(a) or 9.6(a) and that it hasshall have thereafter pursued the preparation, therefore, determined to defer the filing and effectiveness of such registration statement, in which case the Company shall have the right to defer such filing for a period of not more than one hundred eighty (180) days after receipt of the request of the Holderstatement with diligence; provided, that the Company shall not defer -------- its obligation in this manner more than once in any twelve-month period.and (bii) The Company shall not be obligated required to effect, effect a registration pursuant to this paragraph 9.7 unless the Registrable Securities requested to be registered pursuant to this paragraph 9.7 have a proposed public offering price of $2,000,000 or more; The Company shall give notice to take any action to effect, any such all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 1.3: (i) In any particular jurisdiction 9.7 and shall provide a reasonable opportunity for other Holders to participate in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or complianceand, unless if the Company intended method of disposition specified as aforesaid is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) After the Company has initiated ten (10) such registrations for the Holder pursuant to this Section 1.3 (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holder as to which the Holder have not elected to bear the Registration Expenses pursuant to Section 1.5 hereof and wouldan underwritten public offering, absent such election, have been required to bear such expenses); (iii) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration, including a demand registration initiated participation by the Company and other holders of Common Stock shall be on behalf of any holder of demand registration rights; provided that the Company is actively employing basis set forth in good faith all reasonable efforts to cause such registration statement to become effective; or (ivSection 9.5(b) If the Company shall have effected a registration pursuant to Section 1.3(a) within one hundred eighty (180) days preceding the Company's receipt of the Holder's request. (c) above. Subject to the foregoing, upon delivery the Company will use its commercially reasonable efforts to effect promptly the registration of all shares of Registrable Securities on Form S-2 or Form S-3 to the extent requested by the Holder or Holders thereof for purposes of the notice described in Section 1.3(a) above, the Company shall (i) promptly give written notice of the proposed registration to all other Holders (if any) and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with the Securities Act) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is mailed or delivered. The registration statement filed pursuant to the request of the Holder may, subject to the provisions of Sections 1.3(b) and 1.10 hereof, include other securities of the Company with respect to which registration rights have been granted, and may include securities of the Company being sold for the account of the Companydisposition. (d) All Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Section 1.3 hereof shall be borne by the Company. (e) If the registration requested pursuant to Section 1.3 is underwritten, the rights of the Holder to registration pursuant to Section 1.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. The Holder may elect to include in such underwriting all or a part of its Registrable Securities. Notwithstanding the foregoing, the Company shall not be obligated to register the Registrable Securities of any Holder who fails promptly to provide to the Company such information as the Company may reasonably request at the time to enable the Company to comply with applicable laws or regulations or to facilitate preparation of the registration statement. (f) If the Company shall request inclusion in any registration pursuant to Section 1.3 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 1.3, the Holder shall offer to include such securities in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.10). The Company shall (together with the Holder and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. Notwithstanding any other provision of this Section 1.3, if the representative of the underwriters advises the Holder in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.10 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Holder. Any Registrable Securities or other securities excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.3(f), then the Company shall offer to all persons who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such persons requesting additional inclusion in accordance with Section 1.10.

Registration on Form S. 3 ------------------------ (a) After the effective date of the Company's initial public offering (the "Offering Effective Date"), the 2 OR FORM S-3. The Company shall use its best efforts to qualify for registration on the use of Form S-2 and Form S-3 or any comparable or successor form or formsforms of the Commission; and to that end the Company shall maintain its registration (whether or not required by law to do so) of the Common Stock under the Exchange Act, in accordance with the provisions of the Exchange Act. After the Company has qualified for the use of either Form S-2 or Form S-3, or both, in addition to the Holder rights contained in the foregoing provisions of this Section 9, the Holders of Registrable Securities shall have the right, at any time on or after the first anniversary of the Offering Effective Date, right to request registrations on Form S-2 or Form S-3 (such by written request shall be in writing and shall state stating the number of shares of Registrable Securities to be disposed of and the intended methods method of disposition of such shares by such HolderHolder or Holders); provided, howeversubject only to the following: (i) No request made under this Section 9.7 shall require a registration statement requested therein to become effective (a) prior to ninety (90) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering of Common Stock, that or (b) prior to ninety (90) days after the effective date of a registration statement referred to in (a) above if the Company shall not be -------- ------- obligated to effect any such registration if (i) the Holder, together with the holders theretofore have given written notice 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 $500,000; (ii) in a given twelve-month period, the Company has effected two (2) such registrations, (iii) it is to be effected more than ten (10) years after the Offering Effective Date; or (iv) the Company shall have furnished to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future Holders of Registrable Securities pursuant to subsection 9.5(a) or 9.6(a) and that it hasshall have thereafter pursued the preparation, therefore, determined to defer the filing and effectiveness of such registration statement, in which case the Company shall have the right to defer such filing for a period of not more than one hundred eighty (180) days after receipt of the request of the Holderstatement with diligence; provided, that the Company shall not defer -------- its obligation in this manner more than once in any twelve-month period.and (bii) The Company shall not be obligated required to effect, effect a registration pursuant to this paragraph 9.7 unless the Registrable Securities requested to be registered pursuant to this paragraph 9.7 have a proposed public offering price of $2,000,000 or more; The Company shall give notice to take any action to effect, any such all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 1.3: (i) In any particular jurisdiction 9.7 and shall provide a reasonable opportunity for other Holders to participate in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or complianceand, unless if the Company intended method of disposition specified as aforesaid is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) After the Company has initiated ten (10) such registrations for the Holder pursuant to this Section 1.3 (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holder as to which the Holder have not elected to bear the Registration Expenses pursuant to Section 1.5 hereof and wouldan underwritten public offering, absent such election, have been required to bear such expenses); (iii) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration, including a demand registration initiated participation by the Company and other holders of Common Stock shall be on behalf of any holder of demand registration rights; provided that the Company is actively employing basis set forth in good faith all reasonable efforts to cause such registration statement to become effective; or (ivSection 9.5(b) If the Company shall have effected a registration pursuant to Section 1.3(a) within one hundred eighty (180) days preceding the Company's receipt of the Holder's request. (c) above. Subject to the foregoing, upon delivery the Company will use its commercially reasonable efforts to effect promptly the registration of all shares of Registrable Securities on Form S-2 or Form S-3 to the extent requested by the Holder or Holders thereof for purposes of the notice described in Section 1.3(a) above, the Company shall (i) promptly give written notice of the proposed registration to all other Holders (if any) and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with the Securities Act) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is mailed or delivered. The registration statement filed pursuant to the request of the Holder may, subject to the provisions of Sections 1.3(b) and 1.10 hereof, include other securities of the Company with respect to which registration rights have been granted, and may include securities of the Company being sold for the account of the Companydisposition. (d) All Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Section 1.3 hereof shall be borne by the Company. (e) If the registration requested pursuant to Section 1.3 is underwritten, the rights of the Holder to registration pursuant to Section 1.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. The Holder may elect to include in such underwriting all or a part of its Registrable Securities. Notwithstanding the foregoing, the Company shall not be obligated to register the Registrable Securities of any Holder who fails promptly to provide to the Company such information as the Company may reasonably request at the time to enable the Company to comply with applicable laws or regulations or to facilitate preparation of the registration statement. (f) If the Company shall request inclusion in any registration pursuant to Section 1.3 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 1.3, the Holder shall offer to include such securities in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.10). The Company shall (together with the Holder and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. Notwithstanding any other provision of this Section 1.3, if the representative of the underwriters advises the Holder in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.10 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Holder. Any Registrable Securities or other securities excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.3(f), then the Company shall offer to all persons who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such persons requesting additional inclusion in accordance with Section 1.10.

Registration on Form S. 3 ------------------------ 7.1 If any Holder or Holders request that the Corporation file a registration statement on Form S-3 (aor any successor form to Form S-3) After the effective date for a public offering of shares of the Company's initial Registrable Securities the reasonably anticipated aggregate price to the public offering (of which, net of underwriting discounts and commissions, would exceed $2,500,000, and the "Offering Effective Date")Corporation is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company Corporation 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, the Holder of Registrable Securities shall have the right, at any time on or after the first anniversary of the Offering Effective Date, to request registrations on Form S-3 (cause such request shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the intended methods of disposition of such shares by such Holder)Holder or Holders may reasonably request; provided, however, that the Company -------- ------- Corporation shall not be -------- ------- obligated required to effect any such registration if (i) the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less more than $500,000; (ii) in a given twelve-month period, the Company has effected two (2) such registrations, (iii) it is registrations pursuant to be effected more than ten (10) years after the Offering Effective Date; or (iv) the Company shall have furnished to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it has, therefore, determined to defer the filing of such registration statement, in which case the Company shall have the right to defer such filing for a period of not more than one hundred eighty (180) days after receipt of the request of the Holder; provided, that the Company shall not defer -------- its obligation in this manner more than once Section 7 in any twelve-month twelve (12) mouth period. The substantive provisions of Section 5.2 shall be applicable to each registration initiated under this Section 7. (b) The Company 7.2 Notwithstanding the foregoing, the Corporation shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.3: 7: (i) In in any particular jurisdiction in which the Company Corporation would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company Corporation is already subject to service in such jurisdiction and except as may be required by the Securities Act; , (ii) After if the Company has initiated ten Corporation, within fifteen (1015) days of the receipt of the request of the Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such registrations request (other than with respect to a registration Statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the Holder pursuant to this Section 1.3 (counting for these purposes only registrations registration of Registrable Securities) in which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holder as to which the Holder have not elected to bear the Registration Expenses such Holders can exercise their rights pursuant to Section 1.5 hereof and would6 hereof, absent such election, have been required to bear such expenses); (iii) During during the period starting with the date sixty ninety (6090) days prior to the CompanyCorporation's good faith estimate of the estimated date of filing of of, and ending on a the date one hundred eighty (180) days after immediately following, the effective date of, a Company-initiated registration, including a demand registration initiated by the Company on behalf of any holder registration statement pertaining to securities of demand the Corporation (other than a registration rights; of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company Corporation is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or or (iv) If if the Company Corporation shall have effected furnish to such Holder a registration pursuant to Section 1.3(a) within one hundred eighty (180) days preceding certificate signed by the Company's receipt President of the Holder's request. (c) Subject Corporation stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the foregoingCorporation or its shareholders for registration statements to be filed in the near future, upon delivery by then the Holder of the notice described in Section 1.3(a) above, the Company shall (i) promptly give written notice of the proposed registration Corporation's obligation to all other Holders (if any) and (ii) as soon as practicable, use its best efforts to effect file a registration statement shall be deferred for a period not to exceed one hundred twenty (120) days from the receipt of the request to file such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with the Securities Act) as would permit or facilitate the sale and distribution of all or by such portion of Holder such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such right to delay a request as are specified in a written request received to be exercised by the Company within twenty (20) days after such written notice from the Company is mailed or delivered. The registration statement filed pursuant to the request of the Holder may, subject to the provisions of Sections 1.3(b) and 1.10 hereof, include other securities of the Company with respect to which registration rights have been granted, and may include securities of the Company being sold for the account of the Company. (d) All Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Section 1.3 hereof shall be borne by the Company. (e) If the registration requested pursuant to Section 1.3 is underwritten, the rights of the Holder to registration pursuant to Section 1.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. The Holder may elect to include in such underwriting all or a part of its Registrable Securities. Notwithstanding the foregoing, the Company shall Corporation not be obligated to register the Registrable Securities of any Holder who fails promptly to provide to the Company such information as the Company may reasonably request at the time to enable the Company to comply with applicable laws or regulations or to facilitate preparation of the registration statement. (f) If the Company shall request inclusion more than once in any registration pursuant to Section 1.3 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 1.3, the Holder shall offer to include such securities in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 1 twelve (including Section 1.10). The Company shall (together with the Holder and other persons proposing to distribute their securities through such underwriting12) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. Notwithstanding any other provision of this Section 1.3, if the representative of the underwriters advises the Holder in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.10 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Holder. Any Registrable Securities or other securities excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.3(f), then the Company shall offer to all persons who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such persons requesting additional inclusion in accordance with Section 1.10month period.

Registration on Form S. 3 ------------------------ 1. Following one or more discussions by counsel for the Company and the New Investor with the Staff (aas defined below) After in which the effective date Staff indicates, after a reasonable disclosure of the Company's initial public offering (state of facts, that the "Offering Effective Date"filing of a resale registration statement for the Registrable Securities held by the New Investor will receive proper consideration from the Commission and not be rejected pursuant to Rule 415(a)(1)(i), which discussions shall occur promptly following Closing, or if the Commission takes no position on the matter following such discussions, the Company shall file with the Commission a Registration Statement on Form S-1, or any other form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the resale by the New Investor of its Registrable Securities, and the Company shall (i) make the initial filing of the Registration Statement no later than the Registration Filing Date, (ii) use its reasonable best efforts to qualify cause such Registration Statement to be declared effective no later than the Registration Effectiveness Date and (iii) use its reasonable best efforts to keep such Registration Statement effective for registration a period of thirty-six (36) months or for such shorter period ending on Form S-3 or any comparable or successor form or forms. After the Company has qualified earlier to occur of (x) the sale of all Registrable Securities held by the New Investor and (y) the availability of Rule 144 for the use Holder to sell all of Form S-3, the Holder of Registrable Securities shall have the right, at any time on or after the first anniversary of the Offering Effective Date, to request registrations on Form S-3 (such request shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder)without volume limitations within a 90 day period; provided, however, that the Company shall not be -------- ------- obligated to effect any such registration if (i) the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000; (ii) in a given twelve-month period, the Company has effected two (2) such registrations, (iii) it is to be effected more than ten (10) years after the Offering Effective Date; qualification or (iv) the Company shall have furnished to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it has, therefore, determined to defer the filing of such registration statement, in which case the Company shall have the right to defer such filing for a period of not more than one hundred eighty (180) days after receipt of the request of the Holder; provided, that the Company shall not defer -------- its obligation in this manner more than once in any twelve-month period. (b) The Company shall not be obligated to effect, or to take any action to effect, any such registration compliance pursuant to this Section 1.3: (i) In Subsection 2.1(a), or keep such registration effective pursuant to the terms hereunder, in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is in each case where it has not already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) After the Company has initiated ten (10) such registrations for the Holder pursuant to this Section 1.3 (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holder as to which the Holder have not elected to bear the Registration Expenses pursuant to Section 1.5 hereof and would, absent such election, have been required to bear such expenses); (iii) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration, including a demand registration initiated by the Company on behalf of any holder of demand registration rights; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) If the Company shall have effected a registration pursuant to Section 1.3(a) within one hundred eighty (180) days preceding the Company's receipt of the Holder's request. (c) Subject to the foregoing, upon delivery by the Holder of the notice described in Section 1.3(a) above, the Company shall (i) promptly give written notice of the proposed registration to all other Holders (if any) and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with the Securities Act) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is mailed or delivered. The registration statement filed pursuant to the request of the Holder may, subject to the provisions of Sections 1.3(b) and 1.10 hereof, include other securities of the Company with respect to which registration rights have been granted, and may include securities of the Company being sold for the account of the Company. (d) All Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Section 1.3 hereof shall be borne by the Company. (e) If the registration requested pursuant to Section 1.3 is underwritten, the rights of the Holder to registration pursuant to Section 1.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. The Holder may elect to include in such underwriting all or a part of its Registrable Securitiesdone so. Notwithstanding the foregoing, in the event that the staff of the Commission (the “Staff”) should limit the number of Registrable Securities of the New Investor that may be sold pursuant to the Registration Statement, the Company may remove from the Registration Statement such number of Registrable Securities as specified by the Commission on behalf of the New Investor. If the number or amount of Registrable Securities included in the Registration Statement is reduced pursuant to this Subsection 2.1(a), then (1) the Company, to the extent not prohibited by the Staff, shall file a subsequent Registration Statement with respect to the remaining Registrable Securities on or before the sixtieth (60th) calendar day after the New Investor has resold substantially all of the Registrable Securities included in such Registration Statement; and (2) the Company shall not be obligated use its reasonable best efforts to register cause such subsequent Registration Statement to become effective under the Registrable Securities Act as promptly as practicable and use its reasonable best efforts to keep such Registration Statement Effective for a period of any Holder who fails promptly to provide to the Company such information as the Company may reasonably request at the time to enable the Company to comply with applicable laws or regulations or to facilitate preparation of the registration statementthirty-six (36) months. (f) If the Company shall request inclusion in any registration pursuant to Section 1.3 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 1.3, the Holder shall offer to include such securities in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.10). The Company shall (together with the Holder and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. Notwithstanding any other provision of this Section 1.3, if the representative of the underwriters advises the Holder in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.10 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Holder. Any Registrable Securities or other securities excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.3(f), then the Company shall offer to all persons who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such persons requesting additional inclusion in accordance with Section 1.10.

Registration on Form S. 3 ------------------------ 1, SB-2 OR S-3. If, following the earlier of (ai) After the effective date of six (6) months following the Company's initial Initial Public Offering or (ii) three (3) years from the date hereof or (iii) upon the holder of any other registration rights granted by the Company giving notice to the Company of the exercise of such rights, (A) the Holders holding at least fifty percent (50%) of the total Registrable Securities request in writing that the Company file a registration statement on Form S-1 or Form SB-2 (or any successor form(s) thereto) for a public offering of shares of Registrable Securities the reasonably anticipated aggregate price to the public of which would exceed ten million dollars ($10,000,000), or (B) the "Offering Effective Date"Holders holding at least twenty percent (20%) of the total Registrable Securities request in writing that the Company file a registration statement on Form S-3 (or any successor form(s) thereto) for a public offering of shares of Registrable Securities the reasonably anticipated aggregate price to the public of which would exceed five hundred thousand dollars ($500,000), the Company shall use its reasonable 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, the Holder of Registrable Securities shall have the right, at any time on or after the first anniversary of the Offering Effective Date, to request registrations on Form S-3 (such request shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder); provided, however, that the Company shall not be -------- ------- obligated to effect any such registration if (i) the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000; (ii) in a given twelve-month period, the Company has effected two (2) such registrations, (iii) it is to be effected more than ten (10) years after the Offering Effective Date; or (iv) the Company shall have furnished to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it has, therefore, determined to defer the filing of such registration statement, in which case the Company shall have the right to defer such filing for a period of not more than one hundred eighty (180) days after receipt of the request of the Holder; provided, that the Company shall not defer -------- its obligation in this manner more than once in any twelve-month period. (b) The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.3: (i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) After the Company has initiated ten (10) such registrations for the Holder pursuant to this Section 1.3 (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holder as to which the Holder have not elected to bear the Registration Expenses pursuant to Section 1.5 hereof and would, absent such election, have been required to bear such expenses); (iii) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration, including a demand registration initiated by the Company on behalf of any holder of demand registration rights; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement shares to become effective; or be registered for the offering on such form (iv) If the Company shall have effected a registration pursuant to Section 1.3(a) within one hundred eighty (180) days preceding the Company's receipt of the Holder's request. (c) Subject to or any successor thereto). Notwithstanding the foregoing, upon delivery by the Holder of the notice described in Section 1.3(aEXHIBIT 10.118 (CONTINUED) above, Holders may only request the Company shall (i) to file a registration statement on Form S-1 or SB-2, if the Company is not entitled to register securities using Form S-3. The Company will promptly give written notice of a request for the proposed registration to all other Holders (if any) and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with the Securities Act) as would permit or facilitate the sale and distribution of include all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request received by the Company within twenty thirty (2030) days after the date of such written notice from the Company is mailed or deliveredCompany. The Company shall be required under this Agreement to file and to cause to become effective (i) no more than two (2) registration statements in the aggregate on Form S-1 or SB-2, and (ii) no more than two registration statements in any twelve-month period on Form S-3. The Company shall have the right to delay filing any registration statement filed pursuant for a period of up to ninety (90) days based on a reasonable good faith determination by the request Board that the filing of the Holder may, subject to registration statement at the provisions of Sections 1.3(b) and 1.10 hereof, include other securities of time requested is not in the Company with respect to which registration rights have been granted, and may include securities of the Company being sold for the account best interests of the Company. (d) All Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Section 1.3 hereof shall be borne by the Company. (e) If the registration requested pursuant to Section 1.3 is underwritten, the rights of the Holder to registration pursuant to Section 1.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. The Holder may elect to include in such underwriting all or a part of its Registrable Securities. Notwithstanding the foregoing, the Company shall not be obligated to register the Registrable Securities of any Holder who fails promptly to provide to the Company such information as the Company may reasonably request at the time to enable the Company to comply with applicable laws or regulations or to facilitate preparation of the registration statement. (f) If the Company shall request inclusion in any registration pursuant to Section 1.3 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 1.3, the Holder shall offer to include such securities in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.10). The Company shall (together with the Holder and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. Notwithstanding any other provision of this Section 1.3, if the representative of the underwriters advises the Holder in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.10 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Holder. Any Registrable Securities or other securities excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.3(f), then the Company shall offer to all persons who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such persons requesting additional inclusion in accordance with Section 1.10.

Registration on Form S. 3 ------------------------ (a) After the effective date of the Company's initial public offering (the "Offering Effective Date"), the The Company 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 Section 9, Holder of Registrable Securities shall have the right, at any time on or after the first anniversary of the Offering Effective Date, right to request one or more registrations on Form S-3 (such request requests shall be in writing and shall state the number of shares of Registrable Securities Warrant Shares to be disposed of and the intended methods of disposition of such shares by such Holder); , provided, however, that the Company shall not be -------- ------- obligated to effect any such registration if (i) the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose Holder proposes to sell Registrable Securities and such other securities (if any) Warrant Shares on Form S-3 at an aggregate price to the public of less than $500,000; , or (ii) in a given twelve-month period, the event the Company has effected two shall furnish the certification described in paragraph 10(d)(ii) (2) such registrationsbut subject to the limitations set forth therein), or (iii) it is to be effected more than ten (10) years after the Offering Effective Date; or (iv) the Company shall have furnished to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it has, therefore, determined to defer within the filing six (6) month period preceding the date of such request already effected one registration statement, in which case on Form S-3 for the Company shall have the right Holders pursuant to defer such filing for a period of not more than one hundred eighty (180) days after receipt of the request of the Holder; provided, that the Company shall not defer -------- its obligation in this manner more than once in any twelve-month periodSection 10. (b) If a request complying with the requirements of Section 10(a) hereof is delivered to the Company, the provisions of Sections 9(a)(i) and (ii) and Section 10(c) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 9(b) hereof shall apply to such registration. (c) The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.310: (i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) After the Company has initiated ten (10) such registrations for the Holder pursuant to this Section 1.3 (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holder as to which the Holder have not elected to bear the Registration Expenses pursuant to Section 1.5 hereof and would, absent such election, have been required to bear such expenses); (iii) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration, including a demand registration initiated by the Company on behalf of any holder of demand registration rights; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or; (iv) If the Company shall have effected a registration pursuant to Section 1.3(a) within one hundred eighty (180) days preceding the Company's receipt of the Holder's request. (cd) Subject to the foregoing, upon delivery by the Holder of the notice described in Section 1.3(aforegoing clauses (i) aboveand (ii), the Company shall file a registration statement covering the Warrant Shares so requested to be registered as soon as practicable after receipt of the request of Holder; provided, however, that if (i) promptly give written notice in the good faith judgment of the proposed Board of Directors of the Company, such registration would be seriously detrimental to all other Holders (if any) the Company and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (ii) as soon as practicable, use its best efforts the Company shall furnish to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with the Securities Act) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request received certificate signed by the Company within twenty (20) days after such written notice from the Company is mailed or delivered. The registration statement filed pursuant to the request of the Holder may, subject to the provisions of Sections 1.3(b) and 1.10 hereof, include other securities President of the Company with respect to which registration rights have been granted, and may include securities stating that in the good faith judgment of the Company being sold for the account Board of Directors of the Company. (d) All Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Section 1.3 hereof shall it would be borne by the Company. (e) If the registration requested pursuant to Section 1.3 is underwritten, the rights of the Holder to registration pursuant to Section 1.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. The Holder may elect to include in such underwriting all or a part of its Registrable Securities. Notwithstanding the foregoing, the Company shall not be obligated to register the Registrable Securities of any Holder who fails promptly to provide seriously detrimental to the Company for such information as registration statement to be filed in the Company may reasonably request at near future and that it is, therefore, essential to defer the time to enable the Company to comply with applicable laws or regulations or to facilitate preparation filing of the such registration statement. (f) If the Company shall request inclusion in any registration pursuant to Section 1.3 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 1.3, the Holder shall offer to include such securities in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.10). The Company shall (together with the Holder and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. Notwithstanding any other provision of this Section 1.3, if the representative of the underwriters advises the Holder in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.10 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Holder. Any Registrable Securities or other securities excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.3(f), then the Company shall offer to all persons who have retained rights to include securities in the registration the right to include additional securities defer such filing for the period during which such disclosure would be seriously detrimental, provided that (except as provided in clause (c) above) the registration Company may not defer the filing for a period of more than one hundred eighty (ISO) days after receipt of the request of Holder, and, provided further, that the Company shall not defer its obligation in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such persons requesting additional inclusion this manner more than once in accordance with Section 1.10any twelve (12) month period.