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

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares; provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Company, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.4: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million. Registrations effected pursuant to this Section 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders Holders of at least 50% of the number of Registrable Securities may at any time and from time to time time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration Registration Statement which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration Registration to all other holders of Registrable SecuritiesHolders, and each holder of Registrable Securities Holder who thereafter wishes to include all or a portion of such holderHolder’s Registrable Securities in such registration on such Form S-3 Registration shall so notify the Company, and provide the information request by the Company to prepare the Registration Statementin writing, within five (5) 5 days after the receipt by the holder Holder of the notice from the Company. As , and, as soon as practicable thereafterthereafter but not more than 10 days after the Company’s initial receipt of such written request for a registration, the Company shall effect the registration of all or such portion of such holderHolder’s or holdersHolders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other Holder or Holders joining in such request; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3 if: (i) if Form S-3 is not available for such offeringoffering or the Company is not eligible to use Form S-3; or (ii) if the holders of the Registrable SecuritiesHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million10,000,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration Registration Statement which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration Registration to all other holders of Registrable SecuritiesHolders, and each holder of Registrable Securities Holder who thereafter wishes to include all or a portion of such holderHolder’s Registrable Securities in such registration on such Form S-3 Registration shall so notify the Company, and provide the information request by the Company to prepare the Registration Statementin writing, within five (5) 5 days after the receipt by the holder Holder of the notice from the Company. As , and, as soon as practicable thereafterthereafter but not more than 12 days after the Company’s initial receipt of such written request for a registration, the Company shall effect the registration of all or such portion of such holderHolder’s or holdersHolders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other Holder or Holders joining in such request; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3 if: (i) if Form S-3 is not available for such offeringoffering or the Company is not eligible to use Form S-3; or (ii) if the holders of the Registrable SecuritiesHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million1,000,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities Insider Shares may at any time and from time to time after Release Date, request in writing that the Company register the resale of any or all of such Registrable Securities Insider Shares on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable SecuritiesInsider Shares and, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Company, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities Insider Shares, as the case may be, as are specified in such request, together with all or such portion of the Registrable Securities Insider Shares of any other holder or other securities holders joining in such request as are specified in a written request given within five (5) Business Days after receipt of such written notice from the Company, if any; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable SecuritiesInsider Shares, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities Insider Shares and such other securities (if any) at any aggregate price to the public of less than $25 million500,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities may at At any time and from time to time on or after the Release Date, any holder of Registrable Securities may give a written request in writing that to the Company to register the resale of any or all of such Registrable Securities on Form S-3 (an “S-3 Demand”) or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares; provided, however, that the Company shall not be obligated to effect such request through an underwritten offering). Upon receipt of such written requestan S-3 Demand, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each . Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form (an “S-3 shall so notify the Company, and provide the information request by Demand Holder”) must give written notice to that effect to the Company to prepare the Registration Statement, (an “S-3 Demand Notice”) within five ten (510) days after the receipt by the holder of the such notice from the Company. Such S-3 Demand Notice must specify the number of Registrable Securities proposed to be sold by such S-3 Demand Holder. As soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with the S-3 Demand and all or such portion of the Registrable Securities or other securities of the Company, if anyS-3 Demand Notices; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3: (i) if Form S-3 is not available for such offering; or , (ii) in connection with an underwritten offering of such Registrable Securities or (iii) if the holders of Company has, within the Registrable Securitiespreceding one year period, together with the holders of any other securities of the Company entitled effected two (2) registrations on Form S-3 pursuant to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 millionthis Section 2.3. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who thereafter wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Company, and provide the information request by the Company to prepare the Registration Statementin writing, within five ten (510) days after the receipt by the holder of the notice from the Company. As , and, as soon as practicable thereafterthereafter but not more than twelve (12) days after the Company’s initial receipt of such written request for a registartion, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3 if: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million500,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time time, request in writing that the Company register Register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration Registration to all other holders of Registrable Securities, and each holder of Registrable Securities who thereafter wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 Registration shall so notify the Company, and provide the information request by the Company to prepare the Registration Statementin writing, within five ten (510) days after the receipt by the holder of the notice from the Company. As , and, as soon as practicable thereafterthereafter but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration, the Company shall effect the registration Registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request; provided, however, that the Company shall not be obligated to effect any such registration Registration pursuant to this Section 2.2.42.3 if: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registrationRegistration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million500,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who thereafter wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Company, and provide the information request by the Company to prepare the Registration Statementin writing, within five ten (510) days after the receipt by the holder of the notice from the Company. As , and, as soon as practicable thereafterthereafter but not more than fifteen (15) days after the Company’s initial receipt of such written request for a registration, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3 if: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million500,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares” ); provided, however, that (i) the Company shall not be obligated to effect such request through an underwritten offeringoffering and (ii) the Company shall not be obligated to effect more than two such requests. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.4: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million500,000. Registrations effected pursuant to this Section 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who thereafter wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Company, and provide the information request by the Company to prepare the Registration Statementin writing, within five (5) days Business Days after the receipt by the holder of the notice from the Company. As , and, as soon as practicable thereafterthereafter but not more than seven (7) Business Days after the Company’s initial receipt of such written request for a registration, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million500,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time beginning on or after the Effective Date, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder or other securities holders joining in such request as are specified in a written request given within five (5) days after receipt of such written notice from the Company, if any; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million500,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (““ Form S-3S-3 ”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who thereafter wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Company, and provide the information request by the Company to prepare the Registration Statementin writing, within five ten (510) days after the receipt by the holder of the notice from the Company. As , and, as soon as practicable thereafterthereafter but not more than twelve (12) days after the Company’s initial receipt of such written request for a registration, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3 if: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million500,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities may at At any time and from time to time on or after the Closing Date of the Business Combination the holders of a majority-in-interest of the Registrable Securities held by the Investors or their affiliates, or the transferees of the Investors may request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million500,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time following the Lock-Up Release Date, request in writing that the Company Paramount register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which that may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company Paramount shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company Paramount will promptly give written notice of the proposed registration to all other holders of Registrable SecuritiesSecurities and to such other persons to whom Paramount has granted Registration Rights, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the CompanyParamount, if any, of any other holder or holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from Paramount; provided, however, that the Company Paramount shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company Paramount entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million500,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time, but not more often than one time per calendar year, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million500,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders Holders of Registrable Securities may at any time and from time to time after the release date, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form "FORM S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares"); providedprovided , howeverhowever , that the Company shall not be obligated to effect such request through an underwritten offeringoffering and the Company shall not be obligated to effect such a request if the Company has within the preceding twelve (12) month period effected two registrations on Form S-3. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders Holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect file and use its best efforts to make effective the registration of all or such portion of such holder’s Holder's or holders’ Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or other securities Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided , if any; provided, howeverhowever , that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.4: (i) if Form S-3 is not available for such offering; or (ii) if the holders Holders of the Registrable Securities, together with the holders Holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million5,000,000. Registrations effected pursuant to this Section 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 (or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares; provided, however, that the Company shall not be obligated to effect such request through an underwritten offeringtime). Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s 's or holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder or other securities holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company, if any; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.4: 2.3 if (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securitiespropose to effect an underwritten offering, together with (iii) the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any an anticipated aggregate price to the public (net of any underwriters' discounts or commissions) of less than $25 million500,000, (iv) 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 Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 60 days after receipt of the request of the holder or holders under this Section 2.3, provided, however, that in the event the Company elects to exercise such right with respect to any registration, it shall not have the right to exercise such right again prior to the date which is ten months after the date on which the registration statement relating to such deferred registration is declared effective, (v) the Company has effected eight registrations pursuant to this Section 2.3 or (vi) the Company has effected two registrations pursuant to this Section 2.3 during the 12 month period prior to the date on which the registration statement relating to such registration is anticipated to be declared effective. The Company shall use its best efforts to maintain each registration statement under this Section 2.3 effective for 60 days or until the Registrable Securities covered thereby have been sold, whichever shall first occur. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The At any time on or after a Release Date, the holders of Registrable Securities may at any time and from time to time time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“"Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares"); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall make its "best efforts" to effect the registration of all or such portion of such holder’s 's or holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder or other securities holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, if any; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3: (ia) if Form S-3 is not available for such offering; or (iib) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million[$ ]. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. 2.3.1 The holders Holders of Registrable Securities may at any time time, and from time to time time, request in writing that the Company Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of such their Registrable Securities on a registration statement on Form S-3 or any similar short-form registration which statement that may be available at such time (such registration statement, “Form S-3”) so long as , and each registration of securities on such request covers at least $25 million worth of the market value of Common SharesForm S-3, a “Shelf Registration”); provided, however, that the Company shall not be obligated to effect such request through an underwritten offeringUnderwritten Offering. Upon Within five (5) days of the Company’s receipt of such a written requestrequest from a Holder or Holders of Registrable Securities for a Shelf Registration, the Company will shall promptly give written notice of the proposed registration Shelf Registration to all other holders Holders of Registrable Securities, and each holder Holder of Registrable Securities who thereafter wishes to include all or a portion of such holderHolder’s Registrable Securities in such registration on such Form S-3 Shelf Registration Table of Contents shall so notify the Company, and provide the information request by the Company to prepare the Registration Statementin writing, within five ten (510) days after the receipt by the holder Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Shelf Registration, the Company shall effect the registration of register all or such portion of such holderHolder’s or holders’ Registrable Securities as are specified in such written request, together with all or such portion of the Registrable Securities of any other Holder or other securities of Holders joining in such request as are specified in the Company, if anywritten notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such registration Registration pursuant to this Section 2.2.4: 2.3.1 if (i) if a Form S-3 is not available for such offering; offering or (ii) if the holders Holders of the Registrable Securities, together with the holders Holders of any other equity securities of the Company entitled to inclusion in such registrationRegistration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $25 million. Registrations effected pursuant to this Section 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.110,000,000.

Registrations on Form S-3. The holders of Registrable Securities Sponsor may at any time and from time to time time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who thereafter wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Company, and provide the information request by the Company to prepare the Registration Statementin writing, within five (5) 10 days after the receipt by the holder of the notice from the Company. As , and, as soon as practicable thereafterthereafter but not more than 12 days after the Company’s initial receipt of such written request for a registration, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3 if: (i) if Form S-3 is not available for such offeringoffering or the Company is not eligible to use Form S-3; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million500,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities Sponsor may at any time and from time to time time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who thereafter wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Company, and provide the information request by the Company to prepare the Registration Statementin writing, within five (5) 10 days after the receipt by the holder of the notice from the Company. As , and, as soon as practicable thereafterthereafter but not more than 12 days after the Company’s initial receipt of such written request for a registration, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3 if: (i) if Form S-3 is not available for such offeringoffering or the Company is not eligible to use Form S-3; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million20,000,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time beginning on or after Release Date I or Release Date II, as the case may be, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder or other securities holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, if any; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million500,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. (a) The holders of Registrable Securities may at Company shall use its reasonable best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. At any time and from time to time after the Company has qualified for the use of Form S-3 and prior to September 22, 2003, the Holders of a majority of the aggregate number of Registrable Shares issued pursuant to the Share Exchange Agreement and the Merger Agreement shall have the right to request one resale registration filing on Form S-3 in writing respect of up to 25 percent of the aggregate number of shares of Common Stock issued pursuant to the Share Exchange Agreement and the merger Agreement; provided that the Company register the resale of any or all of such Registrable Securities shall not be required to effect a registration on Form S-3 or any similar short-form registration which may pursuant to this Section 2(a) unless the reasonably anticipated aggregate offering price (net of underwriting discounts and commissions) for the Registrable Shares proposed to be available at such time (“Form S-3”) so long as such request covers registered shall equal at least $25 million worth 1.5 million. Such requests shall be in writing and shall state the number of Registrable Shares proposed to be disposed of and the market value intended method of Common Sharesdistribution of such shares by such Holder or Holders. The Company shall be required to effect one (1) registration pursuant to this Section 2(a); provided, however, that the Company a registration shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in count as such registration on such Form S-3 shall so notify the Company, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.4: unless (i) the Holders of Registrable Shares are able to register and, if Form S-3 the registration is not available for a firm commitment public offering, sell the Registrable Shares requested to be included in such offering; registration, or (ii) if the holders Registration Statement relating to a registration is withdrawn or abandoned at the request of the Holders of a majority of the Registrable Securities, together with the holders Shares covered by such Registration Statement (other than as a result of any other securities of a material adverse change to the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to or following a postponement by the public of less than $25 million. Registrations effected pursuant to this Section 2.2.4 shall not be counted as Demand Registrations effected Company pursuant to Section 2.12(b) herein).

Registrations on Form S-3. The holders A holder of Registrable Securities Capital Partners Shares or GTI Shares may at any time and from time to time after the Release Date, request in writing that the Company register the resale of any or all of such Registrable Securities Capital Partners Shares or GTI Shares on Form S-3 or any similar short-form registration which that may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that that: (a) the Company shall not be obligated to effect such request through an underwritten offeringoffering and (b) the Company shall not be obligated to effect such a request if the Company has within the preceding twelve (12) month period effected two (2) registrations on Form S-3. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable SecuritiesCapital Partners Shares or GTI Shares and, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Company, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities Capital Partners Shares or GTI Shares, as the case may be, as are specified in such request, together with all or such portion of the Registrable Securities Capital Partners Shares or GTI Shares of any other securities holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, if any; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable SecuritiesCapital Partners Shares and GTI Shares, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities Capital Partners Shares and GTI Shares and such other securities (if any) at any aggregate price to the public of less than $25 million500,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time request in writing that the Company Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission) register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration statement which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon Within five (5) days of the Company’s receipt of such written request, the Company will shall promptly give written notice of the proposed registration on Form S-3 to all other holders of Registrable Securities, and each holder of Registrable Securities who thereafter wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Company, and provide the information request by the Company to prepare the Registration Statementin writing, within five ten (510) days after the receipt by the holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a registration on Form S-3, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell the Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million[500,000]. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders Subject to, and upon, the terms and conditions set forth in this Section 2.3, the Requesting Holders shall have the right to request an unlimited number of Registrable Securities may at any time and from time to time request in writing that the Company register the resale of any or all of such Registrable Securities registrations on Form S-3 (or any similar short-successor form promulgated under the Securities Act). In the event that the Corporation qualifies and is eligible to use Form S-3 (or any successor form promulgated under the Securities Act) for purposes of registering Registrable Shares under the Securities Act and that the Corporation is requested by the Requesting Holders to effect pursuant to this Section 2.3 the registration which may be available at such time (“Form S-3”) so long as such request covers under the Securities Act of at least $25 million worth 10% of the market value outstanding Registrable Shares held by the Requesting Holders, then, if the anticipated aggregate offering price, as reasonably determined by the Board of Common SharesDirectors of the Corporation acting in good faith, of the number of Registrable Shares so requested to be registered by the Requesting Holders pursuant to this Section 2.3 would exceed $5,000,000, the Corporation shall promptly give written notice of such proposed registration to all of the other Holders, and thereupon the Corporation shall promptly use commercially reasonable efforts to effect the registration under the Securities Act pursuant to Form S-3 (or any successor form promulgated under the Securities Act) of the Registrable Shares that the Corporation has been requested to register by the Requesting Holders pursuant to this Section 2.3 and in any response received from any of the other Holders within 30 days after the giving of the written notice by the Corporation pursuant to this Section 2.3; provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Company, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any; provided, however, that the Company Corporation shall not be obligated to effect any such registration under the Securities Act pursuant to this Section 2.2.4: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together 2.3 except in accordance with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million. Registrations effected pursuant to this Section 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1.following provisions:

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“"Form S-3”) so long as "); provided, however, that during the period ending December 31, 2008, no such request covers at least $25 million worth shall be made except with the prior written consent of holders of Registrable Securities owing 80% of the market value then outstanding Registrable Securities. The number of shares of Common SharesStock received by the Investors in the Merger that shall be eligible for sale under a Form S-3 shall be limited to (a) 20% of such shares during the period commencing on the day that is six (6) months after the Closing Date and continuing through the day immediately preceding the day that is one (1) year after the Closing Date, (b) an additional 20% (an aggregate of 40%) of such shares during the period commencing on the day that is one year after the Closing Date and continuing through the day immediately preceding the day that is eighteen (18) months after the Closing Date, and (c) an additional 20% (an aggregate of 60%) of such shares during the period commencing on the day that is eighteen (18) months after the Closing Date and continuing through the day immediately preceding the day that is two (2) years after the Closing Date; and provided, further, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s 's or holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder or other securities holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, if any; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million10,000,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1. Registrable Securities registered pursuant to a Form S-3 registration under this Section shall still remain subject to the limitations of the Lock-Up Agreements dated October 20, 2005, executed by the Investors in favor of the Company.

Registrations on Form S-3. The holders of a majority-in-interest of the Registrable Securities may at any time and from time to time time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares; provided, however, that the Company shall not be obligated to effect such request through an underwritten offering). Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who thereafter wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Company, and provide the information request by the Company to prepare the Registration Statementin writing, within five ten (510) days after the receipt by the holder of the notice from the Company. As , and, as soon as practicable thereafterthereafter but not more than twelve (12) days after the Company’s initial receipt of such written request for a registration, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3 if: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million500,000. Registrations effected pursuant to this Section 2.2.4 2.3.1 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The Anything contained in Section 2 to the contrary notwithstanding, at such time as the Company shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, holders of the Registrable Securities may at any time and from time Shares then outstanding shall have the right to time request in writing that an unlimited number of registrations of Registrable Shares on Form S-3 or such successor form, which request or requests shall (i) specify the Company register number of Registrable Shares intended to be sold or disposed of and the resale holders thereof, (ii) state the intended method of any or all disposition of such Registrable Securities Shares and (iii) relate to Registrable Shares having an aggregate offering price of at least $2,000,000. A requested registration on Form S-3 or any similar short-such successor form in compliance with this Section 4 shall not count as a registration which may statement initiated pursuant to Section 2, but shall otherwise be available at such time (“Form S-3”) so long treated as such request covers at least $25 million worth of the market value of Common Sharesa registration initiated pursuant to, and shall, except as otherwise expressly provided in this Section 4, be subject to Section 2; provided, however, that the Company shall not be obligated to (a) effect such request through an underwritten offering. Upon receipt of such written requestmore than two registrations pursuant to this Section 3 in any twelve (12) month period or (b) keep effective at any one time more than one registration statement on Form S-3 with respect to Registrable Shares requested to be registered in accordance with this Section 4, and if the Company will give written notice of the proposed registration is requested to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Company, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.4: (i) if Shares on Form S-3 at a time when it is not available for keeping such offering; or (iia registration statement effective, it may delay effecting such requested registration until it is no longer required in accordance with Section 6(a) if hereof to keep effective the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million. Registrations effected pursuant to this Section 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1then effective registration statement on Form S-3.

Registrations on Form S-3. The holders In addition to the rights provided the Holders of Registrable Securities may at any time in Section 10.01 and from time to time request in writing that Section 10.02, if the Company register the resale registration of any or all of such Registrable Securities under the Securities Act can be effected on Form S-3 (or any similar short-form registration which may be available at such time (“Form S-3”) so long as such promulgated by the Commission), then upon the written request covers at least $25 million worth of the market value of Common Shares; provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written requestInitiating Holders, the Company will give written notice of the proposed registration to all other holders so notify each Holder of Registrable Securities, including each Holder who has a right to acquire Registrable Securities, and each holder of Registrable then will, as expeditiously as possible, use its reasonable best efforts to effect qualification and registration under the Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration Act on such Form S-3 shall so notify the Company, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities as the Holder or other securities of the Company, if anyHolders shall specify; provided, however, the Company shall not be required to effect a registration pursuant to this Section 10.03 unless the market value of the Registrable Securities to be sold in any such Registration shall be estimated to be at least $5,000,000 at the time of filing such Registration Statement; and further provided that the Company shall not be obligated required to effect more than one Registration under this Section 10.03 during any such registration twelve (12) month period. The Company shall pay all Registration Expenses in connection with each Registration of Registrable Securities requested pursuant to this Section 2.2.4: (i) if Form S-3 is not available for such offering; or (ii) if the holders 10.03. However, each Holder of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities shall pay all underwriting discounts and such other securities (commissions and transfer taxes, if any) at any aggregate price , relating to the public sale or disposition of less than $25 million. Registrations such Holder's Registrable Securities pursuant to a Registration Statement effected pursuant to this Section 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.110.03.

Registrations on Form S-3. The holders of Registrable Securities that are LED Parties may at any time and from time to time time, request in writing that the Company register (a “Form S-3 Registration”) the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable SecuritiesSecurities that are LED Parties, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, subject to the Company shall provisions on Section 2.2, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders that are LED Parties joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.4: 2.3 (i) if Form S-3 is not available for such offering; offering or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million500,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities may at any time time, and from time to time time, request in writing that the Company Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of such their Registrable Securities on Form S-3 or any similar short-short form registration which statement that may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that (a) the Company shall not be obligated to effect such request through an underwritten offeringoffering and (b) the Company shall not be obligated to effect more than four such requests. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration Registration pursuant to this Section 2.2.4: 2.3 if (ix) if a Form S-3 is not available for such offering; or (iiy) if the holders of the Registrable Securities, together with the holders of any other equity securities of the Company entitled to inclusion in such registrationRegistration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $25 million500,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.12.1 or Piggy-Back Registrations effected pursuant to Section 2.2.

Registrations on Form S-3. (a) The holders of Registrable Securities may at Company shall use its reasonable best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. At any time and from time to time after the Company has qualified for the use of Form S-3 and prior to September 22, 2003, the Holders of a majority of the aggregate number of Registrable Shares issued pursuant to the Share Exchange Agreement and the Merger Agreement shall have the right to request one resale registration filing on Form S-3 in writing respect of up to 25 percent of the aggregate number of shares of Common Stock issued pursuant to the Share Exchange Agreement and the Merger Agreement; provided that the Company register the resale of any or all of such Registrable Securities shall not be required to effect a registration on Form S-3 or any similar short-form registration which may pursuant to this Section 2(a) unless the reasonably anticipated aggregate offering price (net of underwriting discounts and commissions) for the Registrable Shares proposed to be available at such time (“Form S-3”) so long as such request covers registered shall equal at least $25 million worth 1.5 million. Such requests shall be in writing and shall state the number of Registrable Shares proposed to be disposed of and the market value intended method of Common Sharesdistribution of such shares by such Holder or Holders. The Company shall be required to effect one (1) registration pursuant to this Section 2(a); provided, however, that the Company a registration shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in count as such registration on such Form S-3 shall so notify the Company, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.4: unless (i) the Holders of Registrable Shares are able to register and, if Form S-3 the registration is not available for a firm commitment public offering, sell the Registrable Shares requested to be included in such offering; registration, or (ii) if the holders Registration Statement relating to a registration is withdrawn or abandoned at the request of the Holders of a majority of the Registrable Securities, together with the holders Shares covered by such Registration Statement (other than as a result of any other securities of a material adverse change to the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to or following a postponement by the public of less than $25 million. Registrations effected pursuant to this Section 2.2.4 shall not be counted as Demand Registrations effected Company pursuant to Section 2.12(b) herein).

Registrations on Form S-3. The holders Holders of Registrable Securities may at any time and from time to time after the release date, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form "FORM S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares"); provided, however, that the Company shall not be obligated to effect such request through an underwritten offeringoffering and the Company shall not be obligated to effect such a request if the Company has within the preceding twelve (12) month period effected two registrations on Form S-3. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders Holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect file and use its best efforts to make effective the registration of all or such portion of such holder’s Holder's or holders’ Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or other securities Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, if any; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.4: (i) if Form S-3 is not available for such offering; or (ii) if the holders Holders of the Registrable Securities, together with the holders Holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million5,000,000. Registrations effected pursuant to this Section 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. (a) The holders of Registrable Securities may at any time and from time to time time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration Registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that (i) the Company shall not be obligated to effect such request through an underwritten offeringoffering and (ii) the Company shall not be obligated to effect such a request if the Company has within the preceding twelve (12) months effected a registration or Form S-3. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration Registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect the registration Registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration Registration pursuant to this Section 2.2.42.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registrationRegistration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million$ . Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as a Demand Registrations Registration effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time time, request in writing that the Company Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that (i) the Company shall not be obligated to effect such request through an underwritten offering. Underwritten Offering and (ii) the Company shall not be obligated to effect more than two such requests.1 Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million10,000,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders In addition to the rights provided the Holders of Registrable Securities may at any time in Section 10.01 and from time to time request in writing that Section 10.02, if the Company register the resale registration of any or all of such Registrable Securities under the Securities Act can be effected on Form S-3 (or any similar short-form registration which may be available at such time (“Form S-3”) so long as such promulgated by the Commission), then upon the written request covers at least $25 million worth of the market value of Common Shares; provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written requestInitiating Holders, the Company will give written notice of the proposed registration to all other holders so notify each Holder of Registrable Securities, including each Holder who has a right to acquire Registrable Securities, and each holder of Registrable then will, as expeditiously as possible, use its reasonable best efforts to effect qualification and registration under the Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration Act on such Form S-3 shall so notify the Company, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities as the Holder or other securities Holders shall specify; PROVIDED, HOWEVER, the Company shall not be required to effect a registration pursuant to this Section 10.03 unless the market value of the Company, if anyRegistrable Securities to be sold in any such Registration shall be estimated to be at least $5,000,000 at the time of filing such Registration Statement; provided, however, and FURTHER PROVIDED that the Company shall not be obligated required to effect more than one Registration under this Section 10.03 during any such registration twelve (12) month period. The Company shall pay all Registration Expenses in connection with each Registration of Registrable Securities requested pursuant to this Section 2.2.4: (i) if Form S-3 is not available for such offering; or (ii) if the holders 10.03. However, each Holder of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities shall pay all underwriting discounts and such other securities (commissions and transfer taxes, if any) at any aggregate price , relating to the public sale or disposition of less than $25 million. Registrations such Holder's Registrable Securities pursuant to a Registration Statement effected pursuant to this Section 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.110.03.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time time, request in writing writing, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly, and in any event within five (5) days after the Company’s receipt of such request, give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3: (i) if the Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million2,000,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.. ​

Registrations on Form S-3. The holders of Registrable ------------------------- Securities may at any time and from time to time time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“"Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares"); provided, however, that the Company is eligible to use such -------- ----------------- form and provided further that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s 's or holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder or other securities holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, if any; provided, however, that the Company shall not be obligated ----------------- to effect any such registration pursuant to this Section 2.2.42.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million2,000,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as deemed to be Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders (i) At any time after December 23, 2015, the Holders of Registrable Securities may at any time and from time to time request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 (or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares; provided, however, that the Company shall not be obligated to effect such request through an underwritten offeringtime). Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable SecuritiesHolders, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holderHolder’s or holdersHolders’ Registrable Securities or Permissible Piggyback Shares, as applicable, as are specified in such request, together with all or such portion of the Registrable Securities or Permissible Piggyback Shares of any other securities Holder or Holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company, if any; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.4: 2(b) if (a) the Company is not eligible to use a Form S-3 (or any successor form) to register such Registrable Securities and Permissible Piggyback Shares, (b) the Holders propose to effect an underwritten offering, or (c) the Company furnishes to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 Registration Statement for only that period of time as the Board of Directors in good faith reasonably deems necessary to avoid such material detriment to the Company, but, in any case, not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2(b); provided, however, that (i) the Company shall in no event be entitled to defer registration if Form S-3 the deferral is not available caused by, will cause or arises out of a material breach of any right of the Investors under the Transaction Documents (as defined in the Purchase Agreement), or if the facts or circumstances for such offering; or deferral existed at the time that a registration right held by another Holder of Capital Stock was exercised and no deferral was requested, and (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled shall not be allowed to inclusion exercise this deferral right more than once in such registration, propose any three hundred sixty-five (365)-day period. The Company shall use its reasonable best efforts to sell Registrable Securities and such other securities (if anymaintain each Registration Statement under this Section 2(b) at any aggregate price to for the public of less than $25 millionEffectiveness Period. Registrations effected pursuant to this Section 2.2.4 2(b) shall not be counted as a Demand Registrations Registration effected pursuant to Section 2.12(a), but the Company may, to the extent permitted by the Commission and in lieu of filing a new Registration Statement for such Demand Registration, use the Registration Statement on Form S-3 and amend or supplement the same, within the time frames set forth in Section 2(a) for a new Registration Statement in order to accommodate the request made pursuant to Section 2(a)(i).

Registrations on Form S-3. The Anything contained in Section 2 to the contrary notwithstanding, the holders of Registrable Securities may at any time and from time Shares shall have the right to time request in writing that (a) the Company register prepare a registration statement on Form S-3 promulgated under the resale Securities Act or any successor form thereto (which may, at such holders’ request, be a shelf registration statement pursuant to Rule 415 promulgated under the Securities Act), it being understood that such request may be made prior to the time at which the Company qualifies for the use of Form S-3, and (b) as promptly as practicable after such time as the Company shall have qualified for the use of Form S-3, file such registration statement under the Securities Act. In addition, anything contained in Section 2 to the contrary notwithstanding, following such time as the Company shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, the holders of Registrable Shares shall have the right to request an unlimited number of registrations of Registrable Shares on Form S-3 (which may, at such holders’ request, be shelf registrations pursuant to Rule 415 promulgated under the Securities Act) or all its successor form. Any request or requests under this Section 4 shall (i) specify the number of Registrable Shares intended to be sold or disposed of and the holders thereof, (ii) state whether the intended method of disposition of such Registrable Securities Shares is an underwritten offering or a shelf registration and (iii) relate to Registrable Shares having an aggregate offering price of at least $1,000,000. A requested registration on Form S-3 (or its successor form) in compliance with this Section 4 shall not count as a registration statement initiated pursuant to Section 2(a) but shall otherwise be treated as a registration initiated pursuant to Section 2(b)(ii), (iii), (iv) and (v). The effectiveness of any shelf registration pursuant to Rule 415 or any similar short-form registration which may rule or provision shall be available at such time (“Form S-3”) so long maintained for a continuous period of not less than 18 months, except as such request covers at least $25 million worth otherwise agreed by holders holding a majority of the market value of Common Shares; provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities Shares included in such registration on such Form S-3 shall so notify the Company, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.4: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million. Registrations effected pursuant to this Section 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1statement.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 (or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares; provided, however, that the Company shall not be obligated to effect such request through an underwritten offeringtime). Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder or other securities holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company, if any; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.4: 2.3 if (a) the Company is not eligible to use a Form S-3 (or any successor form) to register such Registrable Securities, (b) the holders propose to effect an underwritten offering, or (c) the Company furnishes to the holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 Registration Statement for only that period of time as the Board of Directors in good faith reasonably deems necessary to avoid such material detriment to the Company, but, in any case, not more than ninety (90) days after receipt of the request of the holder or holders under this Section 2.3, and the deferral shall not be for more than that number of shares of Registrable Securities that are required to be deferred to avoid such material detriment to the Company; provided, however, that (i) the Company shall in no event be entitled to defer registration if Form S-3 the deferral is not available caused by, will cause or arises out of a Default or Event of Default under the Purchase Agreement, or if the facts or circumstances for such offering; deferral existed at the time that a registration right held by another holder of Capital Stock was exercised and no deferral was requested, and (ii) the Company shall not be allowed to exercise this deferral right more than once in any three hundred sixty-five (365)-day period. The Company shall use its best efforts to maintain each Registration Statement under this Section 2.3 until (i) the Registrable Securities covered thereby have been sold or (ii) if the holders of the all Registrable SecuritiesSecurities may be sold pursuant to Rule 144(k) (or any successor provision) without limitation as to volume, together with the holders of any other securities of as determined by counsel to the Company entitled pursuant to inclusion in such registration, propose a written opinion to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 millionthat effect. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders Holders of Registrable Securities may may, at any time and from time to time on or after the expiration of the Lock-up Period applicable to the Registrable Securities of a Holder (if any), request in writing that the Company Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of such their Registrable Securities on Form S-3 or any similar short-short form registration which statement that may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offeringUnderwritten Offering. Upon Within five (5) days of the Company’s receipt of such a written requestrequest from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company will shall promptly give written notice of the proposed registration Registration on Form S-3 to all other holders Holders of Registrable Securities, and each holder Holder of Registrable Securities who thereafter wishes to include all or a portion of such holderHolder’s Registrable Securities in such registration Registration on such Form S-3 shall so notify the Company, and provide the information request by the Company to prepare the Registration Statementin writing, within five ten (510) days after the receipt by the holder Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall effect the registration of register all or such portion of such holderHolder’s or holders’ Registrable Securities as are specified in such written request, together with all or such portion of the Registrable Securities of any other Holder or other securities of Holders joining in such request as are specified in the Company, if anywritten notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such registration Registration pursuant to this Section 2.2.4: 2.3 hereof if (i) if a Form S-3 is not available for such offering; or (ii) if the holders Holders of the Registrable Securities, together with the holders Holders of any other equity securities of the Company entitled to inclusion in such registrationRegistration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $25 million. Registrations effected pursuant to this Section 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.110,000,000.

Registrations on Form S-3. The holders Anything contained in Section 2 to the contrary notwithstanding, at such time as the Corporation shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, each Demanding Holder shall have the right to request an unlimited number of registrations of Registrable Shares on Form S-3 (which may, at such holders' request, be shelf registrations pursuant to Rule 415 promulgated under the Securities may at any time Act) or its successor form, which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of and from time to time request in writing that the Company register holders thereof, (ii) state whether the resale intended method of any or all disposition of such Registrable Securities on Form S-3 Shares is an underwritten offering or any similar short-form a shelf registration which may be available at such time and (“Form S-3”iii) so long as such request covers relate to Registrable Shares having an aggregate offering price of at least $25 million worth of the market value of Common Shares; provided, however, that the Company shall not be obligated to effect such request through an underwritten offering10,000,000. Upon receipt such request, then the Corporation shall promptly give written notice to the other Investors of its requirement to so register such offering and, upon the written request, delivered to the Company will give written Corporation within thirty (30) days after delivery of any such notice by the Company, of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes Investors to include all or a portion of such holder’s Registrable Securities in such registration on Registrable Shares (which request shall specify the number of such Form S-3 shall so notify the Company, and provide the information request by the Company Registrable Shares proposed to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As soon as practicable thereafterbe included in such registration), the Company shall effect the registration of all Corporation shall, whether or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.4: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled Investors request to inclusion include any Registrable Shares in such registration, propose subject to sell Section 2(b), promptly use its best efforts to effect such registration under the Securities Act of an offering of the Registrable Securities and such other securities Shares which the Corporation has been so requested to register for sale in accordance with the method of distribution specified in the initiating request. A requested registration on Form S-3 (if anyor its successor form) at any aggregate price to the public of less than $25 million. Registrations effected pursuant to in compliance with this Section 2.2.4 4 shall not be counted count as Demand Registrations effected a registration statement initiated pursuant to Section 2.12(b)(i) but shall otherwise be treated as a registration initiated pursuant to Section 2(b) (including Section 2(b)(iii)).

Registrations on Form S-3. (a) The holders of Registrable Securities may at any time and from time to time time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration Registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that (i) the Company shall not be obligated to effect such request through an underwritten offeringoffering and (ii) the Company shall not be obligated to effect such a request if the Company has within the preceding twelve (12) months effected a registration or Form S-3. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration Registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect the registration Registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration Registration pursuant to this Section 2.2.42.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registrationRegistration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million. 5,000,000 Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as a Demand Registrations Registration effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time after the release date, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, howeverhowever , that the Company shall not be obligated to effect such request through an underwritten offeringoffering and the Company shall not be obligated to effect such a request if the Company has within the preceding twelve (12) month period effected two registrations on Form S-3. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect file and use its best efforts to make effective the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder or other securities holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, if any; provided, howeverhowever , that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.4: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million10,000,000. Registrations effected pursuant to this Section 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of at least 40% of the Registrable Securities may at any time and from time to time time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company is eligible to use such form and provided further that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder or other securities holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, if any; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.4: 3(f): (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million2,000,000. Registrations effected pursuant to this Section 2.2.4 3(f) shall not be counted as Demand Registrations effected pursuant to this Section 2.13.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s 's or holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million500,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1, and the Company shall be obligated to register Registrable Securities pursuant to this Section 2.3 on multiple occasions; provided, that such obligation shall be deemed satisfied on any occasion only when a Registration Statement covering all Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such Registrable Securities shall have been sold pursuant thereto.

Registrations on Form S-3. The holders Holders of Registrable Securities may may, at any time and from time to time on or after the expiration of the Lock-up Period applicable to the Registrable Securities of a Holder (if any), request in writing that the Company Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of such their Registrable Securities on Form S-3 or any similar short-short form registration which statement that may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offeringUnderwritten Offering. Upon Within five (5) days of the Company’s receipt of such a written requestrequest from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company will shall promptly give written notice of the proposed registration Registration on Form S-3 to all other holders Holders of Registrable Securities, and each holder Holder of Registrable Securities who thereafter wishes to include all or a portion of such holderHolder’s Registrable Securities in such registration Registration on such Form S-3 shall so notify the Company, and provide the information request by the Company to prepare the Registration Statementin writing, within five ten (510) days after the receipt by the holder Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall effect the registration of register all or such portion of such holderHolder’s or holders’ Registrable Securities as are specified in such written request, together with all or such portion of the Registrable Securities of any other Holder or other securities of Holders joining in such request as are specified in the Company, if anywritten notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such registration Registration pursuant to this Section 2.2.4: 2.3 hereof if (i) if a Form S-3 is not available for such offering; or (ii) if the holders Holders of the Registrable Securities, together with the holders Holders of any other equity securities of the Company entitled to inclusion in such registrationRegistration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $25 million. Registrations effected pursuant to this Section 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1[10,000,000].

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time time, request in writing that the Company register the resale of any or all of such Registrable Securities on a Registration Statement on Form S-3 or any similar short-form registration statement which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.4: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million500,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The Notwithstanding anything to the contrary, the holders of Registrable Securities may at any time and from time to time request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 (or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares; provided, however, that the Company shall not be obligated to effect such request through an underwritten offeringtime). Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable possible thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder or other securities holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company, if any; provided, however, the Company shall file a registration statement in response to any such request not less than 30 days after such request; provided, further, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.4: 2.3 if (i) if the Company is not eligible to use a Form S-3 is not available (or any successor form) to register such Registrable Securities; (ii) 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 offeringForm S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the holder or holders under this Section 2.3; provided, however, that in the event the Company elects to exercise such right with respect to any registration, it shall not have the right to exercise such right again prior to the date which is ten months after the date on which the registration statement relating to such deferred registration is declared effective; or (iiiii) if the holders of Company has effected three (3) registrations pursuant to this Section 2.3. The Company shall use its best efforts to maintain each registration statement under this Section 2.3 effective for two (2) years or until the Registrable SecuritiesSecurities covered thereby have been sold, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 millionwhichever shall first occur. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The Subject to Section 2.4, after the Closing Date, the holders of a majority of (i) all of the Existing Registrable Securities Securities, (ii) all of the Backstop Shares, or (iii) all of the Merger Consideration Shares calculated on an as-converted to Company Shares basis may at any time and from time to time time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offeringoffering and may choose in its sole discretion to substitute Form S-1, if available, for Form S-3. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3: (i) if Form S-3 is not available to the Company for the full amount of such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million2,000,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders Holders of at least 50% of the number of Registrable Securities may at any time and from time to time time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration Registration Statement which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration Registration to all other holders of Registrable SecuritiesHolders, and each holder of Registrable Securities Holder who thereafter wishes to include all or a portion of such holderHolder’s Registrable Securities in such registration on such Form S-3 Registration shall so notify the Company, and provide the information request by the Company to prepare the Registration Statementin writing, within five (5) 5 days after the receipt by the holder Holder of the notice from the Company. As , and, as soon as practicable thereafterthereafter but not more than 10 days after the Company’s initial receipt of such written request for a registration, the Company shall effect the registration of all or such portion of such holderHolder’s or holders’ Holders” Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other Holder or Holders joining in such request; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3 if: (i) if Form S-3 is not available for such offeringoffering or the Company is not eligible to use Form S-3; or (ii) if the holders of the Registrable SecuritiesHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million10,000,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The Subject to Section 2.4, after the Closing Date, the holders of a majority of all of the Existing Registrable Securities or the Merger Consideration Shares calculated on an as-converted to Company Shares basis may at any time and from time to time time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offeringoffering and may choose in its sole discretion to substitute Form S-1, if available, for Form S-3. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3: (i) if Form S-3 is not available to the Company for the full amount of such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million2,000,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders Holders of at least 50% of the number of Registrable Securities may at any time and from time to time time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration shortform Registration Statement which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration Registration to all other holders of Registrable SecuritiesHolders, and each holder of Registrable Securities Holder who thereafter wishes to include all or a portion of such holderHolder’s Registrable Securities in such registration on such Form S-3 Registration shall so notify the Company, and provide the information request by the Company to prepare the Registration Statementin writing, within five (5) 5 days after the receipt by the holder Holder of the notice from the Company. As , and, as soon as practicable thereafterthereafter but not more than 10 days after the Company’s initial receipt of such written request for a registration, the Company shall effect the registration of all or such portion of such holderHolder’s or holdersHolders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other Holder or Holders joining in such request; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3 if: (i) if Form S-3 is not available for such offeringoffering or the Company is not eligible to use Form S-3; or (ii) if the holders of the Registrable SecuritiesHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million20,000,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities may If at any time and from time to time (i) Series A Eligible Sellers holding Restricted Stock request in writing that the Company register the resale of any or all of such Registrable Securities file a Registration Statement on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth successor thereto for a public offering of all or any portion of the market value shares of Common SharesRestricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 5 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 3 (including, but not limited to, the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that the requirement contained in Section 3(a) that the Series A Eligible Sellers holding at least 20% of the Restricted Stock request such registration shall not apply to any registration on Form S-3 that may be requested and obtained under this Section 5. The Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will give written notice of the proposed registration register Restricted Stock pursuant to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration this Section 5 on such Form S-3 shall so notify the Company, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if anyoccasions only; provided, however, that that, in each case, such obligation shall be deemed satisfied only when a Registration Statement covering all shares of Restricted Stock shall have become effective and shall have remained continuously effective during the period of distribution (as specified in Section 6 hereof). Notwithstanding anything to the contrary contained herein, the Company shall not be obligated required to effect file any such registration statement pursuant to this Section 5 within 120 days of the effective date of any registration statement filed by the Company (except with respect to Registration Statements on Forms S-4, S-8 or another form not available for registering thx Xxxxxxcted Stock for sale to the public). Subject to the Registration Delay Limit, the Company shall be permitted to delay or suspend any registration pursuant to this Section 2.2.4: 5 if (i) if Form S-3 an event occurs and is continuing as a result of which the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the Company's good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not available for such offering; or misleading, (ii) if the holders Company determines in its good faith judgment that the disclosure of an event contemplated by clause (i) hereof at such time (A) would have a material adverse effect on the Registrable Securitiesbusiness, together with the holders of any other securities operations or prospects of the Company entitled or (B) otherwise relates to inclusion in such registrationa material business transaction which has not yet been publicly disclosed, propose to sell Registrable Securities and such other securities or (if anyiii) at any aggregate price the Company has prior to the public receipt of less than $25 million. Registrations effected pursuant a Series A Investors Demand Notice filed a Registration Statement or has notified the Series A Investors of its intent to this Section 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1file a Registration Statement and the transaction contemplated by such filed or proposed Registration Statement is actively being pursued by the Company in good faith.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time time, without limitation as to the aggregate number of such requests, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 S-3, Form F-3 or any similar short-form registration which may be available at such time (“Form "FORM S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares"); providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s 's or holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder or other securities holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; PROVIDED, if any; provided, howeverHOWEVER, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million500,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders Anything contained in Section 2 to the contrary notwithstanding, at such time as the Corporation shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, any Holder or Holders collectively holding at least 20% of the then outstanding Registrable Shares shall have the right to request an unlimited number of registrations of Registrable Securities may at any time and from time to time request in writing that the Company register the resale of any or all of such Registrable Securities Shares on Form S-3 or any similar short-form registration (which may be available may, at such time holders’ request, be shelf registrations pursuant to Rule 415 promulgated under the Securities Act) or its successor form, which request or requests shall (“Form S-3”a) so long as such request covers specify the number of Registrable Shares intended to be sold or disposed of and the holders thereof and (b) relate to Registrable Shares having an aggregate offering price of at least $25 million worth of the market value of Common Shares; provided, however, that the Company 500,000. The Corporation shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written requesteffect, the Company will give written notice of the proposed registration or to all other holders of Registrable Securitiestake any action to effect, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Company, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.44: (i) if Form S-3 during the period that is not available for sixty (60) days before the Corporation’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Corporation-initiated registration; provided, that the Corporation is actively employing in good faith reasonable efforts to cause such offeringregistration statement to become effective; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million. Registrations Corporation has effected a registration pursuant to this Section 2.2.4 4 within the six (6) month period immediately preceding the date of such request; or (iii) if the Board reasonably determines that such registration and 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 shall not be counted count as Demand Registrations effected a registration statement initiated pursuant to Section 2.12(a) for purposes of the registration request limitation set forth under Section 2(a), but shall otherwise be treated as a registration initiated pursuant to Section 2(b) and shall be subject to the provisions thereof (including Section 2(b)(iii)).

Registrations on Form S-3. The Anything contained in Section 2 to the contrary notwithstanding, at such time as the Company shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, holders of the Registrable Securities may at any time and from time Shares then outstanding shall have the right to time request in writing that an unlimited number of registrations of Registrable Shares on Form S-3 or such successor form, which request or requests shall (i) specify the Company register number of Registrable Shares intended to be sold or disposed of and the resale holders thereof, (ii) state the intended method of any or all disposition of such Registrable Securities Shares and (iii) relate to Registrable Shares having an aggregate offering price of at least $2,000,000. A requested registration on Form S-3 or any similar short-such successor form in compliance with this Section 4 shall not count as a registration which may statement initiated pursuant to Section 2, but shall otherwise be available at such time (“Form S-3”) so long treated as such request covers at least $25 million worth of the market value of Common Sharesa registration initiated pursuant to, and shall, except as otherwise expressly provided in this Section 4, be subject to Section 2; provided, however, that the Company shall not be obligated to (a) effect such request through an underwritten offering. Upon receipt of such written requestmore than two registrations pursuant to this Section 3 in any twelve (12) month period or (b) keep effective at any one time more than one registration statement on Form S-3 with respect to Registrable Shares requested to be registered in accordance with this Section 4, and if the Company will give written notice of the proposed registration is requested to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Company, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As soon as practicable thereafter, the Company shall effect the registration of all or Registrable Shares on Form S-3 at a time when it is keeping such portion of a registration statement effective, it may delay effecting such holder’s or holders’ Registrable Securities as are specified requested registration until it is no longer required in such requestaccordance with Section 6(a) hereof to keep effective the then effective registration statement on Form S-3, together with all or such portion of the Registrable Securities or other securities of the Company, if any; provided, however, that except the Company shall not be obligated permitted to effect so delay any such then effective registration pursuant to this Section 2.2.4: (i) if on Form S-3 that is not available for such a “shelf” registration or a Rule 415 continuous offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million. Registrations effected pursuant to this Section 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who thereafter wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Company, and provide the information request by the Company to prepare the Registration Statementin writing, within five ten (510) days after the receipt by the holder of the notice from the Company. As , and, as soon as practicable thereafterthereafter but not more than twelve (12) days after the Company’s initial receipt of such written request for a registration, the Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million2,500,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time after the Release Date, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“"Form S-3”) so long as such request covers at least $25 million worth of the market value of Common Shares"); provided, however, that (a) the Company shall not be obligated to effect such request through an underwritten offeringoffering and (b) the Company shall not be obligated to effect such a request if the Company has within the preceding twelve (12) month period effected two (2) registrations on Form S-3. Upon receipt of such written request, the Company will shall promptly give written notice of the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in such registration on such Form S-3 shall so notify the Companyand, and provide the information request by the Company to prepare the Registration Statement, within five (5) days after the receipt by the holder of the notice from the Company. As as soon as practicable thereafter, the Company shall effect the registration of all or such portion of such holder’s 's or holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder or other securities holders joining in such request as are specified in a written request given within fifteen (15) Business Days after receipt of such written notice from the Company, if any; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $25 million500,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.