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

Registrations on Form S-3. (a) If the number of Registrable Shares proposed to be included in the second registration by Revolution Living as provided in Section 6.1 is reduced as a result of advice from the managing underwriter that the inclusion of all Registrable Shares proposed to be included in such registration would have interfered with the successful marketing (including pricing) of all such Registrable Shares, then for so long as Gaiam is qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, at any time from and after the expiration of the Standstill Period, Revolution Living shall have the right to request in writing one registration on Form S-3, or such successor form, of Registrable Shares, which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of, (ii) state the intended method of disposition of such Registrable Shares and (iii) relate to Registrable Shares having an aggregate gross offering price (before underwriting discounts and commissions) of at least $1,000,000, and upon receipt of such request, Gaiam shall use its best efforts promptly to effect the registration under the Securities Act of the Registrable Shares so requested to be registered. Whenever Gaiam is required by this Section 6.3(a) to use its best efforts to effect the registration of Registrable Shares, each of the procedures and requirements of Section 6.1 (including but not limited to the requirement that Gaiam notify all holders of Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. (b) Anything contained in Section 6.3(a) to the contrary notwithstanding, Gaiam shall not be obligated to effect pursuant to Section 6.3(a) any registration under the Securities Act except in accordance with the following provisions: (i) Gaiam shall not be obligated to effect such registration if it is requested within six (6) months after a registered offering of Gaiam in which Revolution Living was given the opportunity to participate; and (ii) Gaiam may delay the filing or effectiveness of any Registration Statement on Form S-3 for a period of up to 90 days after the date of a request for registration pursuant to this Section 6.3 if at the time of such request Gaiam is engaged in a Material Transaction; provided, however, that Gaiam may only so delay the filing or effectiveness of a registration statement pursuant to this Section 6.3(b)(ii) on one occasion during any twelve-month period.

Registrations on Form S-3. (a) If Anything contained in Section 2 to the number contrary notwithstanding, on or before March 31, 2023 (the “S-3 Filing Deadline”), the Corporation shall file and cause to be declared effective a registration statement on Form S-3 (the “Form S-3 Shelf”) covering the resale of the Registrable Shares proposed to on a delayed or continuous basis (it being agreed that such Form S-3 Shelf shall be included in an automatic shelf registration statement if the second registration by Revolution Living as provided in Section 6.1 Corporation is reduced as a result of advice from Well-Known Seasoned Issuer under the managing underwriter Securities Act); provided, that if the inclusion of all Registrable Shares proposed to be included in such registration would Corporation shall not have interfered with the successful marketing (including pricing) of all such Registrable Shares, then for so long as Gaiam is qualified for the use of Form S-3 promulgated under the Securities Act or any successor form theretothereto by the S-3 Filing Deadline, the S-3 Filing Deadline shall be thirty (30) business days following the date that the Corporation so qualifies. Any time following the S-3 Filing Deadline, if any Form S-3 Shelf ceases to be effective under the Securities Act, or ceases to be usable for the resale of all Registrable Shares, for any reason at any time while Registrable Shares are still outstanding, the Corporation shall use reasonable efforts to as promptly as is reasonably practicable cause such Form S-3 Shelf to again become effective or to become so usable under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Form S-3 Shelf), and shall use reasonable efforts to as promptly as is reasonably practicable amend such Form S-3 Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Form S-3 Shelf or file an additional registration statement as a Form S-3 Shelf registering the resale from and after the expiration time to time, on a delayed or continuous basis, of all securities that are Registrable Shares as of the Standstill Periodtime of such filing. Any Form S-3 Shelf when declared effective (including the documents incorporated therein by reference) will comply in all material respects as to form with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (b) At any time following the S-3 Filing Deadline, Revolution Living any Holder or Holders shall have the right (but only if there is no Form S-3 Shelf then in effect covering all of the Registrable Shares held by such Holder of the class of securities sought to be registered) to request in writing one the registration of all or a portion of its Registrable Shares on Form S-3, or such successor form, of Registrable Shares, which request or requests shall (ia) specify the number of Registrable Shares intended to be sold or disposed of, (ii) state of and the intended method of disposition of such Registrable Shares Holders thereof and (iiib) relate to Registrable Shares having an aggregate gross offering price (before underwriting discounts and commissions) of at least $1,000,000, and upon receipt 500,000 (unless such Registrable Shares constitute all of the Registrable Shares held by such requesting Holder or Holders). Following any such request, Gaiam the Corporation shall promptly file and cause to be declared effective a Form S-3 Shelf covering the resale of the Registrable Shares on a delayed or continuous basis consistent with the obligations set forth in Section 4(a). (c) If the holders of the Registrable Shares requesting to be included in a registration pursuant to this Section 4 so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering (an “Underwritten Shelf Takedown”). The Corporation shall not be required to effect more than one (1) Underwritten Shelf Takedowns per calendar quarter pursuant to this Section 4. The holders of Registrable Shares requesting any Underwritten Shelf Takedown shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Corporation to act as the lead managing underwriter or underwriters in connection with such Underwritten Shelf Takedown. (d) Subject to the other applicable provisions of this Agreement, at any time that any Form S-3 Shelf is effective, if a Holder delivers a notice to the Corporation (a “Take-Down Notice”) stating that it intends to effect a sale or distribution of all or part of its Registrable Shares included by it on any Form S-3 Shelf that requires an amendment or supplement to the Form S-3 Shelf (a “Shelf Offering”) and stating the number and type of the Registrable Shares to be included in such Shelf Offering, then the Corporation shall amend or supplement the Form S-3 Shelf as may be necessary, subject to the other applicable provisions of this Agreement, and otherwise take such actions as are reasonably required to be taken by the Company, in order to enable such Registrable Shares to be sold and distributed pursuant to the Shelf Offering. (e) Notwithstanding the foregoing, the Corporation shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4 (other than pursuant to Section 4(a) and Section 4(b)): (i) during the period that is forty-five (45) days before the Corporation’s good faith estimate of the date of filing or offering of, and ending on a date that is ninety (90) days after the effective date or pricing date, as applicable, of, a Corporation-initiated registration or offering under an existing registration; provided, that such registration statement covers the resale of the Registrable Shares then requested to be included in such registration and is continuously effective under the Securities Act during such period; or (ii) subject to the timing and frequency limitations set forth in Section 2(b)(iii), if the Board reasonably determines that such registration or offering would interfere with any material transaction involving the Corporation or require premature disclosure of material information that the Corporation has a bona fide business purpose for preserving as confidential or render the Corporation unable to comply with requirements under the Securities Act or Exchange Act. A requested registration on Form S-3 (or its successor form) in compliance with this Section 4 (for the avoidance of doubt, excluding any takedown off a Form S-3 Shelf or other previously filed Form S-3) shall count as a registration statement initiated pursuant to Section 2(a) for purposes of the registration request limitation set forth under Section 2(b) and shall be treated as a registration pursuant to Section 2 and shall be subject to the provisions thereof (including Section 2(b)(iii)). (f) If a Person becomes a Holder of Registrable Shares after a Form S-3 Shelf becomes effective under the Securities Act, the Corporation shall, as promptly as is reasonably practicable following delivery of written notice to the Corporation of such Person becoming a Holder and requesting for its name to be included as a selling securityholder in the prospectus related to the Form S-3 Shelf: (i) if required and permitted by applicable law, file with the Commission a supplement to the related prospectus or a post-effective amendment to the Form S-3 Shelf so that such Holder is named as a selling securityholder in the Form S-3 Shelf and the related prospectus in such a manner as to permit such Holder to deliver a prospectus to purchasers of the Registrable Shares in accordance with applicable law; (ii) if, pursuant to the foregoing clause (i), the Corporation shall have filed a post-effective amendment to the Form S-3 Shelf that is not automatically effective, use its reasonable best efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is reasonably practicable, but in any event by the date that is ninety (90) days after the date such post-effective amendment is required by the foregoing clause (i) to effect be filed; and (iii) notify such Holder as promptly as is reasonably practicable after the registration effectiveness under the Securities Act of the Registrable Shares so requested to be registered. Whenever Gaiam is required by this Section 6.3(a) to use its best efforts to effect the registration of Registrable Shares, each of the procedures and requirements of Section 6.1 (including but not limited any post effective-amendment filed pursuant to the requirement that Gaiam notify all holders of Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. (b) Anything contained in Section 6.3(a) to the contrary notwithstanding, Gaiam shall not be obligated to effect pursuant to Section 6.3(a) any registration under the Securities Act except in accordance with the following provisions: foregoing clause (i) Gaiam shall not be obligated to effect such registration if it is requested within six (6) months after a registered offering of Gaiam in which Revolution Living was given the opportunity to participate; and (ii) Gaiam may delay the filing or effectiveness of any Registration Statement on Form S-3 for a period of up to 90 days after the date of a request for registration pursuant to this Section 6.3 if at the time of such request Gaiam is engaged in a Material Transaction; provided, however, that Gaiam may only so delay the filing or effectiveness of a registration statement pursuant to this Section 6.3(b)(ii) on one occasion during any twelve-month period).

Registrations on Form S-3. (a) If Subject to SECTION 4(c), at such time as the number of Registrable Shares proposed to be included in the second registration by Revolution Living as provided in Section 6.1 is reduced as a result of advice from the managing underwriter that the inclusion of all Registrable Shares proposed to be included in such registration would Company shall have interfered with the successful marketing (including pricing) of all such Registrable Shares, then for so long as Gaiam is qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, at any time from each Investor Stockholder and after the expiration of the Standstill Period, Revolution Living Management Stockholder shall have the right to request in writing one registration registrations on Form S-3, or such successor form, and to effect a registration under the Securities Act of Registrable SharesShares in accordance with this SECTION 4. (b) If the Company shall be requested by any Investor Stockholder or Management Stockholder to effect a registration under the Securities Act of Registrable Shares in accordance with this SECTION 4, then the Company shall promptly give written notice of such proposed registration to all Investor Stockholders and Management Stockholders and shall offer to include in such proposed registration any Registrable Shares requested to be included in such proposed registration by such Investor Stockholders and Warrantholders who respond in writing to the Company's notice within thirty (30) days after delivery of such notice (which request or requests response shall (i) specify the number of Registrable Shares intended proposed to be sold or disposed of, (ii) state the intended method of disposition of included in such Registrable Shares and (iii) relate to Registrable Shares having an aggregate gross offering price (before underwriting discounts and commissions) of at least $1,000,000, and upon receipt of such request, Gaiam registration). The Company shall promptly use its best commercially reasonable efforts promptly to effect the such registration under the Securities Act on Form S-3 of the Registrable Shares which the Company has been so requested to be registered. Whenever Gaiam is required by this Section 6.3(a) to use its best efforts to effect the registration of Registrable Shares, each of the procedures and requirements of Section 6.1 (including but not limited to the requirement that Gaiam notify all holders of Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registrationregister. (bc) Anything contained in Section 6.3(a) to the contrary notwithstanding, Gaiam The Company shall not be obligated to effect pursuant to Section 6.3(a) any registration under the Securities Act requested by the Investor Stockholders and Management Stockholders under this SECTION 4 except in accordance with the following provisions: (i) Gaiam the Company shall not be obligated to effect any such registration initiated pursuant to this SECTION 4 if it is requested within six (6A) months after a registered the anticipated gross offering price of Gaiam in which Revolution Living was given all Registrable Shares to be included therein would be less than $2,500,000 or (B) the opportunity Company shall have effected four (4) or more Registration Statements on Form S-3 pursuant to participate; andthis SECTION 4 during the twelve month period prior to the date of such request for registration (unless the Company shall have waived such limitation); (ii) Gaiam the Company may delay the filing or effectiveness of any Registration Statement on Form S-3 for a period of up not to 90 exceed ninety (90) days after the date of a request for registration pursuant to this Section 6.3 SECTION 4 if (A) the Board of Directors has determined that such registration would have a material adverse effect upon the Company or its then current business plans or (B) at the time of such request Gaiam the Company is engaged in a Material Transaction; providedPROVIDED, howeverHOWEVER, that Gaiam the Company may only so delay the filing or effectiveness of a not utilize this right more than once in any twelve-month period; and (iii) with respect to any registration statement pursuant to this Section 6.3(b)(iiSECTION 4, the Company may include in such registration any Registrable Shares, Primary Shares or Other Shares; PROVIDED, HOWEVER, that the Company shall not include any Primary Shares in such Registration Statement if such inclusion would render the Company ineligible to use Form S-3; and PROVIDED FURTHER, HOWEVER, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would materially adversely affect the offering or sale (including pricing) on of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares held by the Investor Stockholders and Management Stockholders requesting their Registrable Shares be included in such registration pursuant to the terms of this SECTION 4, PRO RATA based upon the number of Registrable Shares owned by each such Investor Stockholder and Management Stockholders at the time of such registration; (B) second, the Primary Shares; and (C) third, the Other Shares. (d) The number of requests permitted by the Investor Stockholders pursuant to this SECTION 4 shall be unlimited. The Management Stockholders, collectively, shall be permitted to make not more than two (2) requests pursuant to this SECTION 4, and no more than one occasion during (1) of which may be made in any twelve-month period. (e) Notwithstanding anything to the contrary contained in this Agreement, if the managing underwriter advises the Company in good faith that the inclusion of Registrable Shares held by any particular Stockholder(s) proposed to be included in any such registration would materially adversely affect the successful offering and sale (including pricing) of Registrable Shares proposed to be offered and sold in such offering, then such Stockholder(s) shall be precluded from including such Registrable Shares in such offering.

Registrations on Form S-3. (a) If Subject to paragraph (c) below, at and after such time as the number of Registrable Shares proposed to be included in the second registration by Revolution Living as provided in Section 6.1 is reduced as a result of advice from the managing underwriter that the inclusion of all Registrable Shares proposed to be included in such registration would Company shall have interfered with the successful marketing (including pricing) of all such Registrable Shares, then for so long as Gaiam is qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, at any time from and after the expiration holder or holders of the Standstill Period, Revolution Living Preferred Units shall have the right to request in writing one registration on Form S-3, or such successor form, of Registrable Shares, which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of, (ii) state the intended method of disposition of such Registrable Shares and (iii) relate to Registrable Shares having an aggregate gross offering price (before underwriting discounts and commissions) of at least $1,000,000, and upon receipt of such request, Gaiam shall use its best efforts promptly to effect the a registration under the Securities Act of the Registrable Shares so requested to be registered. Whenever Gaiam is required by Units in accordance with this Section 6.3(a) to use its best efforts to effect the registration of Registrable Shares, each of the procedures and requirements of Section 6.1 (including but not limited to the requirement that Gaiam notify all holders of Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration10. (b) Anything contained If the Company shall be requested by such Members to effect a registration under the Securities Act of Registrable Units in accordance with this Section 6.3(a) 10, then the Company shall promptly give written notice of such proposed registration to all other holders of Registrable Units and shall offer to include in such proposed registration any Registrable Units requested to be included in such proposed registration by such other holders who respond in writing to the contrary notwithstanding, Gaiam Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Units proposed to be included in such registration). The Company shall promptly use its commercially reasonable efforts to effect such registration on Form S-3 of the Registrable Units which the Company has been so requested to register. (c) The Company shall not be obligated to effect pursuant to Section 6.3(a) any registration under the Securities Act requested by the Members under this Section 10 except in accordance with the following provisions: (i) Gaiam the Company shall not be obligated to effect any such registration initiated pursuant to Section 10(a) if it (A) the Company shall reasonably conclude that the anticipated gross offering price of all Registrable Units to be included therein would be less than $500,000, (B) such registration is requested within six (6) months after a registered offering of Gaiam the Company in which Revolution Living was any of the holders of Preferred Units were given the opportunity to participateparticipate or (C) the Company shall have effected two or more Registration Statements on Form S-3 pursuant to this Section 10 during the preceding 12-month period; and (ii) Gaiam the Company may delay the filing or effectiveness of any Registration Statement on Form S-3 pursuant to this Section for a period of up not to exceed 90 days after the date of a request for registration pursuant to this Section 6.3 if at the time of Company's Board has determined that such request Gaiam is engaged in registration would have a Material Transaction; provided, however, that Gaiam may only so delay material adverse effect upon the filing Company or effectiveness of a registration statement pursuant to this Section 6.3(b)(ii) on one occasion during any twelve-month period.its then current business

Registrations on Form S-3. (a) If the number The holders of Registrable Shares proposed to be included in the second registration by Revolution Living as provided in Section 6.1 is reduced as a result of advice from the managing underwriter that the inclusion of all Registrable Shares proposed to be included in such registration would have interfered with the successful marketing (including pricing) of all such Registrable Shares, then for so long as Gaiam is qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, may at any time from and after the expiration of the Standstill Period, Revolution Living shall have the right to request in writing one registration that the Company register the resale of not less than the Required Minimum of the Registrable Securities on Form S-3, S-3 (or any similar short-form registration which may be available at such successor form, of Registrable Shares, which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of, (ii) state the intended method of disposition of such Registrable Shares and (iii) relate to Registrable Shares having an aggregate gross offering price (before underwriting discounts and commissions) of at least $1,000,000, and upon time). Upon receipt of such written request, Gaiam shall use its best efforts the Company will promptly to effect the registration under the Securities Act give written notice of the proposed registration to all other holders of Registrable Shares so requested to be registered. Whenever Gaiam is required by this Section 6.3(a) to use its best efforts to Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable SharesSecurities as are specified in such request, each together with all or such portion of the procedures and requirements Registrable Securities of Section 6.1 any other holder or holders joining in such request as are specified in a written request given within fifteen (including but not limited to 15) days after receipt of such written notice from the requirement Company; provided, however, that Gaiam notify all holders of Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. (b) Anything contained in Section 6.3(a) to the contrary notwithstanding, Gaiam Company shall not be obligated to effect pursuant to Section 6.3(a) any registration under the Securities Act except in accordance with the following provisions: (i) Gaiam shall not be obligated to effect such registration if it is requested within six (6) months after a registered offering of Gaiam in which Revolution Living was given the opportunity to participate; and (ii) Gaiam may delay the filing or effectiveness of any Registration Statement on Form S-3 for a period of up to 90 days after the date of a request for registration pursuant to this Section 6.3 2.3 if (i) the Company is not eligible at such time to use a Form S-3 (or any successor form) to register such Registrable Securities, (ii) the time holders propose to effect an underwritten offering, and (iii) the Company shall furnish to the holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such request Gaiam is engaged Form S-3 registration to be effected at such time, in a Material Transactionwhich event the Company shall have the right to defer the filing of the Form S-3 Registration Statement for the Deferral Period; providedprovided further, however, that Gaiam may only so delay the filing Company shall not be allowed to exercise this right more than two (2) times in any three hundred sixty-five (365)-day period. The Company shall use its reasonable best efforts to maintain each Registration Statement under this Section 2.3 effective until the first to occur of (i) the sale or effectiveness transfer of a registration statement all the Registrable Securities included in such Registration Statement or (ii) one hundred eighty (180) days from the effective date of such Registration Statement, which period shall be extended by the number of days in such period that the Company has advised the Demanding Holders that they cannot sell their Registrable Securities under the applicable Registration Statement as provided under Section 3.2 of this Agreement. Registrations effected pursuant to this Section 6.3(b)(ii) on one occasion during any twelve-month period2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. (a) If At such time as the number of Registrable Shares proposed to Company shall be included in the second registration by Revolution Living as provided in Section 6.1 is reduced as a result of advice from the managing underwriter that the inclusion of all Registrable Shares proposed to be included in such registration would have interfered with the successful marketing (including pricing) of all such Registrable Shares, then for so long as Gaiam is qualified eligible for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, Stockholders holding Registrable Shares for which they intend to include in such offering that represent at any time from and after the expiration least 10% of the Standstill Period, Revolution Living outstanding Common Stock shall have the right to request in writing one registration an unlimited number of registrations of Registrable Shares on Form S-3S-3 (which may, at such holders’ request, be shelf registrations pursuant to Rule 415 promulgated under the Securities Act) or such its successor form, of Registrable Shares, which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of, Transferred and the holders thereof and (ii) state whether the intended method of disposition Transfer of such Registrable Shares is an underwritten offering or a shelf registration and (iii) relate to Registrable Shares having an aggregate gross offering price (before underwriting not taking into account underwriters discounts and commissions) of at least $1,000,0005,000,000, and upon receipt of such request, Gaiam the Company shall as soon as reasonably practicable and in any event within thirty (30) days file a Form S-3 registration statement covering all Registrable Shares requested to be included in such registration and shall use its best commercially reasonable efforts to promptly to effect the registration under the Securities Act of the Registrable Shares so requested to be registered. Whenever Gaiam is required by A requested registration on Form S-3 in compliance with this Section 6.3(a) to use its best efforts to effect the registration of Registrable Shares, each of the procedures and requirements of Section 6.1 (including but not limited to the requirement that Gaiam notify all holders of Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering5.3(a) shall apply not count as a registration statement initiated pursuant to such registrationSection 5.1(b). (b) Anything contained in Section 6.3(a) Notwithstanding the foregoing obligations, if the Company furnishes to the contrary notwithstanding, Gaiam shall not be obligated to effect pursuant to Section 6.3(a) any registration under the Securities Act except in accordance with the following provisions: (i) Gaiam shall not be obligated to effect such registration if it is requested within six (6) months after Holders requesting a registered offering of Gaiam in which Revolution Living was given the opportunity to participate; and (ii) Gaiam may delay the filing or effectiveness of any Registration Statement on Form S-3 for a period of up to 90 days after the date of a request for registration pursuant to this Section 6.3 if at 5.3 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its Stockholders for such registration statement to be filed with the SEC or to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of such not more than one hundred twenty (120) days after the request Gaiam of the initiating Stockholders is engaged in a Material Transactiongiven; provided, however, that Gaiam the Company may only so delay not exercise the filing rights in Sections 5.1(f) and 5.3(b), in the aggregate, more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or effectiveness that of any other stockholder during such one hundred twenty (120) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement pursuant to this Section 6.3(b)(ii) on one occasion during any twelve-month periodcovering the sale of the Registrable Shares; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

Registrations on Form S-3. As soon as practicable after the issuance of the Conversion Shares to the Investor, and in any event within 10 days, Parent will prepare and file a shelf registration on Form S-3 or any similar short-form registration which may be available at such time (athe "Shelf Registration Statement") If registering for resale the number Registrable Securities under the Securities Act. The plan of Registrable Shares proposed distribution indicated in the Shelf Registration Statement will include all such methods of sale as the Investor may reasonably request in writing prior to the filing of the Shelf Registration Statement and that can be included in the second registration Shelf Registration Statement under the rules and regulations of the SEC. Parent shall use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by Revolution Living the SEC as provided promptly as practicable following such filing. Until such time as all Registrable Securities cease to be Registrable Securities or Parent is no longer eligible to maintain a Shelf Registration Statement, Parent shall use commercially reasonable efforts to keep current and effective such Shelf Registration Statement and file such supplements or amendments to such Shelf Registration Statement (or file a new Shelf Registration Statement when such preceding Shelf Registration Statement expires pursuant to the rules of the SEC) as may be necessary or appropriate in Section 6.1 is reduced as a result of advice from order to keep such Shelf Registration Statement continuously effective and useable for the managing underwriter that the inclusion resale of all Registrable Shares proposed to be included in such registration would have interfered with the successful marketing (including pricing) of all such Registrable Shares, then for so long as Gaiam is qualified for the use of Form S-3 promulgated Securities under the Securities Act or Act. The Parent represents that any successor Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) will comply in all material respects as to form thereto, at any time from and after the expiration with all applicable requirements of the Standstill Period, Revolution Living shall have the right to request in writing one registration on Form S-3, or such successor form, of Registrable Shares, which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of, (ii) state the intended method of disposition of such Registrable Shares and (iii) relate to Registrable Shares having an aggregate gross offering price (before underwriting discounts and commissions) of at least $1,000,000, and upon receipt of such request, Gaiam shall use its best efforts promptly to effect the registration under the Securities Act and the Exchange Act and will not contain an untrue statement of the Registrable Shares so requested a material fact or omit to state a material fact required to be registered. Whenever Gaiam is required by this Section 6.3(a) stated therein or necessary to use its best efforts to effect make the registration of Registrable Sharesstatements therein not misleading, each of the procedures and requirements of Section 6.1 (including but not limited to the requirement that Gaiam notify all holders of Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. (b) Anything contained in Section 6.3(a) to the contrary notwithstanding, Gaiam shall not be obligated to effect pursuant to Section 6.3(a) any registration under the Securities Act except in accordance with the following provisions: (i) Gaiam shall not be obligated to effect such registration if it is requested within six (6) months after a registered offering of Gaiam in which Revolution Living was given the opportunity to participate; and (ii) Gaiam may delay the filing or effectiveness of any Registration Statement on Form S-3 for a period of up to 90 days after the date of a request for registration pursuant to this Section 6.3 if at the time of such request Gaiam is engaged in a Material Transaction; provided, however, that Gaiam may only Parent makes no representation with respect to information furnished to Parent, in writing, by such Investor expressly for use in any Shelf Registration Statement. If Parent is not S-3 eligible at the time of filing, Parent shall file a Registration Statement for a Shelf Registration on Form S-1 (or any successor to Form S-1, "Form S-1") and cause it to be declared effective as soon as practicable. In the event that Parent files on a Form S-1 and thereafter becomes eligible to register the Conversion Shares on Form S-3, Parent shall, after consultation with and receipt of consent by the Investor, use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after Parent becomes so delay eligible. Parent shall use its commercially reasonable efforts, (a) to the filing or effectiveness extent required by the rules and regulations of a registration statement pursuant Nasdaq, to prepare and submit to Nasdaq the requisite notification and forms for the listing of the Class B Common Stock to be issued in connection with this Section 6.3(b)(iiAgreement, and to cause such shares to be approved for listing (subject to official notice of issuance) on one occasion during any twelve-month periodprior to issuance.