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

Request for Registration on Form S-3. After the Company has qualified for the use of Form S-3, if the Company shall receive from Form S-3 Initiating Holders a written request that the Company effect a registration on Form S-3 the Company will: (i) promptly deliver written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within twenty (20) days after delivery of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.4 in any circumstance described in section 1.3(a)(ii) (B), (C) or (D) or if: (A) Within the one hundred eighty (180) day period preceding the written request from the Form S-3 Initiating Holders, a registration statement covering the securities of the Company shall have been declared effective, provided that the Form S-3 Initiating Holders were permitted to register their shares requested to be registered in such registration statement pursuant to Section 1.5 hereof; or (B) The Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3.

Request for Registration on Form S-3. After If at any time and from time to time after the Company has qualified for date which is 180 days after the use closing of Form S-3the Corporation’s initial underwritten public offering of Common Stock pursuant to a registration statement and thereafter, if in the Company event that the Corporation shall receive from Form S-3 Initiating the Holders of outstanding Registrable Securities a written request that the Company Corporation effect a any registration with respect to Registrable Securities on Form S-3 (or any successor form to Form S-3 regardless of its designation) at a time when the Company will: Corporation is eligible to register securities on Form S-3 (ior any successor form to Form S-3 regardless of its designation) for an offering of Registrable Securities, the Corporation shall promptly deliver written give notice thereof to all Holders of Registrable Securities. Each Holder shall have the right, by giving notice to the Corporation within 15 days following receipt by it of such notice from the Corporation, to elect to have included in such registration such of its Registrable Securities as such Holders shall request in such notice of the proposed registration election, subject to all other Holders; and (ii) as soon as practicable, Section 2.1(c). The Corporation shall use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining specified in such request as are specified in a written request delivered to the Company within twenty (20) days after delivery and notice of such written notice from the Companyelection; provided, however, provided that the Company Corporation shall not be obligated to take any action required to effect any such a registration pursuant to this Section 1.4 in any circumstance described in section 1.3(a)(ii2.1(b) unless Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (B)before deduction of underwriting discounts and expenses of sale) of at least $1,000,000; and provided, (C) or (D) or if: (A) Within the one hundred eighty (180) day period preceding the written request from the Form S-3 Initiating Holdersfurther, a registration statement covering the securities of the Company shall have been declared effective, provided that the Form S-3 Initiating Holders were permitted Corporation shall not be required to register their shares requested to be registered in such registration statement pursuant to Section 1.5 hereof; or (B) The Company has, within the twelve (12) month period preceding the date of such request, already effected effect more than two (2) such registrations on Form S-3pursuant to this Section 2.1(b) within any twelve-month period.

Request for Registration on Form S-3. After Subject to the terms of this Agreement, in the event that the Company has qualified for the use of Form S-3, if the Company shall receive receives from Form S-3 Initiating one or more Holders a written request that the Company effect a registration any Registration on Form S-3 (or any successor form to Form S-3 regardless of its designation) at a time when the Company will: is eligible to Register securities on Form S-3 (ior any successor form to Form S-3 regardless of its designation) for an offering of Registrable Securities which such Holders in their good faith discretion determine would have an anticipated offering price to the public of at least One Million Dollars ($1,000,000), the Company will promptly deliver give written notice of the proposed registration Registration to all other Holders; and (ii) the Holders and will as soon as practicable, practicable use its best efforts to effect such registration (including, without limitation, Registration of the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within twenty thirty (2030) days after delivery of such written notice from the Company of the proposed Registration. There shall be no limit to the number of occasions on which the Company shall be obligated to effect Registration under this Section 3.1.3, but the Company shall not be required to effect more than two (2) such Registrations in any twelve (12)-month period. Notwithstanding the foregoing, the Company shall not be obligated to effect any Registration pursuant to this Section 3.1.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than One Million Dollars ($1,000,000); (iii) if within fifteen (15) days of receipt of a written request from any Holder or Holders pursuant to this Section 3.1.3, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such Registration Statement to become effective; or (iv) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company for any Registration to be effected as requested under Section 3.1.3, the Company shall have the right to defer the filing of a Registration Statement with respect to such offering for a period of not more than ninety (90) days from delivery of the request of the Holders requesting such Registration; provided, however, that the Company shall may not be obligated to take any action to effect any such registration pursuant to utilize this Section 1.4 right more than once in any circumstance described in section 1.3(a)(ii) (B), (C) or (D) or if: (A) Within the one hundred eighty (180) day period preceding the written request from the Form S-3 Initiating Holders, a registration statement covering the securities of the Company shall have been declared effective, provided that the Form S-3 Initiating Holders were permitted to register their shares requested to be registered in such registration statement pursuant to Section 1.5 hereof; or (B) The Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-312)-month period.

Request for Registration on Form S-3. After Subject to the terms of this Agreement, in the event that the Company has qualified for the use of Form S-3, if the Company shall receive receives from Form S-3 Initiating one or more Holders a written request that the Company effect a registration any Registration on Form S-3 (or any successor form to Form S-3 regardless of its designation) at a time when the Company will: is eligible to Register securities on Form S-3 (ior any successor form to Form S-3 regardless of its designation) for an offering of Registrable Securities which such Holders in their good faith discretion determine would have an anticipated offering price of at least One Million Dollars ($1,000,000), the Company will promptly deliver give written notice of the proposed registration Registration to all other Holders; and (ii) the Holders and will as soon as practicable, practicable use its best efforts to effect such registration (including, without limitation, Registration of the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within twenty thirty (2030) days after delivery of such written notice from the Company of the proposed Registration. There shall be no limit to the number of occasions on which the Company shall be obligated to effect Registration under this Section 3.1.3, but the Company shall not be required to effect more than two (2) such Registrations in any twelve (12)-month period. Notwithstanding the foregoing, the Company shall not be obligated to effect any Registration pursuant to this Section 3.1.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than One Million Dollars ($1,000,000); (iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 3.1.3, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; or (iv) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company for any Registration to be effected as requested under Section 3.1.3, the Company shall have the right to defer the filing of a Registration Statement with respect to such offering for a period of not more than ninety (90) days from delivery of the request of the Holders requesting such Registration; provided, however, that the Company shall may not be obligated to take any action to effect any such registration pursuant to utilize this Section 1.4 right more than once in any circumstance described in section 1.3(a)(ii) (B), (C) or (D) or if: (A) Within the one hundred eighty (180) day period preceding the written request from the Form S-3 Initiating Holders, a registration statement covering the securities of the Company shall have been declared effective, provided that the Form S-3 Initiating Holders were permitted to register their shares requested to be registered in such registration statement pursuant to Section 1.5 hereof; or (B) The Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-312)-month period.

Request for Registration on Form S-3. After the Company has qualified for the use of Form S-3, if the Company shall receive from Form S-3 Initiating Holders a written request that the Company effect a registration on Form S-3 the Company will: (i) promptly deliver written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration registration, qualification, or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within twenty (20) days after delivery of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration registration, qualification, or compliance pursuant to this Section 1.4: (A) After the fifth anniversary of an IPO; (B) After the Company has effected two (2) such registrations pursuant to this Section 1.4 in during any circumstance described in section 1.3(a)(iitwelve (12) (B)month period, such registrations have been declared or ordered effective and the securities offered pursuant to such registrations have been sold; (C) or During the period starting with the date sixty (D60) or if: (A) Within days prior to the Company’s estimated date of filing of, and ending on a date one hundred and eighty (180) day days after the effective date of, a registration initiated by the Company; provided that the Company (i) delivers notice of the Company’s intent to effect such registration to the Holders within thirty (30) days after the Company’s receipt of the request of the Form S-3 Initiating Holders and is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith, and (ii) may not defer its registration obligations under Section 1.4 for more than an aggregate of Two Hundred Forty (240) days in any twelve (12) month period preceding pursuant to this Section 1.4(b)(ii)(C) and/or Section 1.4(b)(ii)(E); (D) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (E) If in the good faith judgment of the Board, such registration would be seriously detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company thereafter delivers to the Form S-3 Initiating Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use its best efforts to register, qualify, or comply under this Section 1.4 shall be deferred, for a period not to exceed sixty (60) days from the date of delivery of the written request from the Form S-3 Initiating Holders, a registration statement covering the securities of during which such filing would be seriously detrimental; provided, however, that the Company shall have been declared effective(i) may not utilize this right more than twice in any twelve (12) month period, provided that the Form S-3 Initiating Holders were permitted to register their shares requested to be registered and (ii) may not defer its registration obligations under Section 1.4 for more than an aggregate of Two Hundred Forty (240) days in such registration statement pursuant to Section 1.5 hereof; or (B) The Company has, within the any twelve (12) month period preceding pursuant to this Section 1.4(b)(ii)(E) and/or Section 1.4(b)(ii)(C). For the date avoidance of such requestdoubt, already effected the Company may utilize its right to defer registration under Section 1.4(a)(ii)(E) in two consecutive sixty (260) registrations on Form S-3day periods in any twelve (12) month period to defer a requested registration for up to one hundred twenty (120) days (subject to the limitation in Section 1.4(a)(ii)(E)(ii)).

Request for Registration on Form S-3. After the Company has qualified for the use of Form S-3, if the Company shall receive from Form S-3 Initiating Holders a written request that the Company effect a registration on Form S-3 the Company will: (i) promptly deliver written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration registration, qualification, or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within twenty (20) days after delivery of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration registration, qualification, or compliance pursuant to this Section 1.4: (A) After the fifth anniversary of the IPO; (B) After the Company has effected two (2) such registrations pursuant to this Section 1.4 in during any circumstance described in section 1.3(a)(iitwelve (12) (B)month period, such registrations have been declared or ordered effective and the securities offered pursuant to such registrations have been sold; (C) or During the period starting with the date sixty (D60) or if: (A) Within days prior to the Company’s estimated date of filing of, and ending on a date one hundred and eighty (180) day days after the effective date of, a registration initiated by the Company; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith; (D) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (E) If in the good faith judgment of the Board, such registration would be seriously detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company thereafter delivers to the Form S-3 Initiating Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board it would be detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use its best efforts to register, qualify, or comply under this Section 1.4 shall be deferred for a period preceding not to exceed ninety (90) days from the date of delivery of the written request from the Form S-3 Initiating Holders; provided, a registration statement covering the securities of however, that the Company shall have been declared effective, provided that the Form S-3 Initiating Holders were permitted to register their shares requested to be registered may not utilize this right more than twice in such registration statement pursuant to Section 1.5 hereof; or (B) The Company has, within the any twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3period.

Request for Registration on Form S-3. After the Company has qualified for the use of Form S-3, if the Company shall receive from Form S-3 Initiating Holders a written request that the Company effect a registration on Form S-3 the Company will: (i) promptly deliver written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use best its commercially reasonable efforts to effect such registration registration, qualification, or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such requestrequest (including, if applicable, a distribution of such Registrable Securities by way of dividend), together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within twenty (20) days after delivery of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification, or compliance pursuant to this Section 1.3: (A) If the Company has effected any such registration pursuant to this Section 1.4 1.3 during the preceding twelve-month period in any circumstance described in section 1.3(a)(ii) which such Form S-3 Initiating Holders or their Affiliates participated (irrespective of whether such registration was requested by such Form S-3 Initiating Holders); (B)) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, (C) or (D) or if: (A) Within the and ending on a date one hundred and eighty (180) day days after the effective date of, a registration initiated by the Company; provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith; provided, further, that the Company provides written notice to the Initiating Holders within thirty (30) days of any request for registration on Form S-3 by the Initiating Holders of the Company’s intent to file a registration statement for a public offering within ninety (90) days after the date of such request and provided further that such registration is subject to Section 1.4 hereto; (C) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (D) If in the good faith judgment of the Board, such registration would be seriously detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company thereafter delivers to the Initiating Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board it would be detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use its commercially reasonable efforts to register, qualify, or comply under this Section 1.3 shall be deferred for a period preceding not to exceed ninety (90) days from the date of delivery of the written request from the Form S-3 Initiating Holders; provided, a registration statement covering the securities of however, that the Company shall have been declared effective, provided that the Form S-3 Initiating Holders were permitted to register their shares requested to be registered may not utilize this right more than once in such registration statement pursuant to Section 1.5 hereof; or (B) The Company has, within the any twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3period.

Request for Registration on Form S-3. After (a) If a Holder or Holders (not including any Managers) of at least 20% of the outstanding shares of Registrable Securities requests that the Company has file a Registration Statement on Form S-3 for an offering of shares of Registrable Securities, the anticipated aggregate price to the public of which, net of Selling Expenses, would not be less than $25,000,000, and the Company is a registrant qualified for the to use of Form S-3, if the Company shall receive from Form S-3 Initiating Holders a written request that the Company effect a registration on Form S-3 the Company will: (i) promptly deliver written give notice of the proposed registration Registration to all other Holders; and Holders and (ii) as soon as practicable, use reasonable best efforts to effect such registration (including, without limitation, a Registration of the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in on such requestform, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company notice given within twenty (20) 20 days after delivery of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action required to effect any such registration more than two Registrations pursuant to Section 3.2 in any 12 month period. All of the provisions of Section 3.5 shall be applicable to each Registration initiated under this Section 1.4 3.2. (b) For each $40,000,000 in any circumstance described in section 1.3(a)(ii) original issue price of Registrable Securities purchased by a Holder (Ba “Principal Holder”), (C) or (D) or if: (A) Within such Principal Holder may request that the one hundred eighty (180) day period preceding the written request from the Company file a Registration Statement on Form S-3 Initiating Holdersfor an offering of shares of Registrable Securities, and provided that the anticipated aggregate price to the public of such shares, net of Selling Expenses, would not be less than $25,000,000 and the Company is a registration statement covering the securities of registrant qualified to use Form S-3, the Company shall have been declared effective(i) promptly give notice of the proposed Registration to all other Holders and (ii) as soon as practicable, provided use reasonable best efforts to effect a Registration of the Registrable Securities on such form, together with the Registrable Securities of any Holder joining in such request as are specified in a notice given within 20 days after notice from the Company; provided, however, that the Form S-3 Initiating Holders were permitted Company shall not be required to register their effect more than two Registrations pursuant to Section 3.2 in any 12 month period. A Principal Holder shall have the right to demand one Registration under this Section 3.2(b) for each $40,000,000 in original issue price of Registrable Securities purchased by such Holder. All of the provisions of Section 3.5 shall be applicable to each Registration initiated under this Section 3.2. (c) Notwithstanding anything to the contrary in Sections 3.2(a) and 3.2(b), the right of Managers to participate in demand registrations shall be limited as follows: No Manager may sell a number of shares in a registered offering under Section 3.2(a) or 3.2(b) that exceeds X; where X equals the number of Registrable Securities held by such Manager times the greater of Y or Z; Y equals the number of shares requested to be registered in such registration statement pursuant sold by KKR divided by the total number of shares of Registrable Securities held by KKR; and Z equals the number of shares requested to Section 1.5 hereof; or be sold by all Holders (other than Managers) divided by the total number of shares of Registrable Securities (including for this purpose shares that would be Registrable Securities but for clause (B) The Company hasof Section 1.17) held by all Holders (other than Managers). This paragraph (c) shall terminate and be of no force and effect from such time, within the twelve (12) month period preceding the date of such requestif any, already effected two (2) registrations on Form S-3as KKR ceases to own Convertible Securities or Registrable Securities.

Request for Registration on Form S-3. After Subject to the terms of this Agreement, in the event that the Company has qualified for the use of Form S-3, if the Company shall receive receives from Form S-3 Initiating a Holder or Holders a written request that the Company effect a registration any Registration on Form S-3 (or any successor form to Form S-3 regardless of its designation) at a time when the Company will: is eligible to Register securities on Form S-3 (ior any successor form to Form S-3 regardless of its designation) for an offering of Registrable Securities which such Holders in their good faith discretion determine would have an anticipated offering price of at least One Million Dollars ($1,000,000), the Company will promptly deliver give written notice of the proposed registration Registration to all other Holders; and (ii) the Holders and will as soon as practicable, practicable use its best efforts to effect such registration (including, without limitation, Registration of the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within twenty thirty (2030) days after delivery of such written notice from the Company of the proposed Registration. There shall be no limit to the number of occasions on which the Company shall be obligated to effect Registration under this Section 3.1.3, but the Company shall not be required to effect more than two (2) such Registrations in any twelve (12)-month period. Notwithstanding the foregoing, the Company shall not be obligated to effect any Registration pursuant to this Section 3.1.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than One Million Dollars ($1,000,000); (iii) if within thirty (30) days of receipt of a written request from any Holder(s) pursuant to this Section 3.1.3, the Company gives notice to such Holder(s) of the Company's intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; or (iv) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company for any Registration to be effected as requested under Section 3.1.3, the Company shall have the right to defer the filing of a Registration Statement with respect to such offering for a period of not more than one hundred eighty (180) days from delivery of the request of the Holders requesting such Registration; provided, however, that the Company shall may not be obligated to take any action to effect any such registration pursuant to utilize this Section 1.4 right more than once in any circumstance described in section 1.3(a)(ii) (B), (C) or (D) or if: (A) Within the one hundred eighty (180) day period preceding the written request from the Form S-3 Initiating Holders, a registration statement covering the securities of the Company shall have been declared effective, provided that the Form S-3 Initiating Holders were permitted to register their shares requested to be registered in such registration statement pursuant to Section 1.5 hereof; or (B) The Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-312)-month period.

Request for Registration on Form S-3. After the Company has qualified for the use of Form S-3, if the Company shall receive from Form S-3 Initiating Holders a written request that the Company effect a registration on Form S-3 the Company will: (i) promptly deliver written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within twenty (20) 20 days after delivery of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance pursuant to this Section 1.4 in any circumstance described in section 1.3(a)(ii) (B), (C) or (D) or if1.4: (A) Within After the one hundred eighty sixth anniversary of the IPO; (180B) day If the Company has effected two such registrations during the preceding 12-month period, excluding registrations from which Registrable Securities have been excluded; (C) During the period preceding starting with the date 60 days prior to the Company’s estimated date of filing of, and ending on a date 180 days after the effective date of, a registration initiated by the Company; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith; (D) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (E) If in the good faith judgment of the Board, such registration would be seriously detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company thereafter delivers to the Form S-3 Initiating Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board it would be detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use its best efforts to register, qualify, or comply under this Section 1.4 shall be deferred for a period not to exceed 90 days from the date of delivery of the written request from the Form S-3 Initiating Holders, a registration statement covering ; provided however that the securities of Company may not utilize this right more than once in any 12 month period and the Company shall have been declared effective, provided that not register shares for its own account or the Form S-3 Initiating Holders were permitted to register their shares requested to be registered in account of any other stockholder during such registration statement pursuant to Section 1.5 hereof; or (B) The Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-390 day period.

Request for Registration on Form S-3. After the Company has qualified for the use of Form S-3S-3 or any comparable successor form, if the Company shall receive from Form S-3 Initiating Holders a written request that the Company effect a registration on Form S-3 the Company will: (i) promptly deliver written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration registration, qualification, or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within twenty (20) days after delivery of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration registration, qualification, or compliance pursuant to this Section 1.4: (A) If the Company has effected two (2) such registrations pursuant to this Section 1.4 in any circumstance described in section 1.3(a)(ii) (B), (C) or (D) or if: (A) Within the one hundred eighty (180) day period preceding the written request from the Form S-3 Initiating Holders, a registration statement covering the securities of the Company shall have been declared effective, provided that the Form S-3 Initiating Holders were permitted to register their shares requested to be registered in such registration statement pursuant to Section 1.5 hereof; or (B) The Company has, within the twelve (12) month months period immediately preceding the date of such request; (B) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a registration initiated by the Company; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith; (C) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance unless the Company is already effected two subject to service in such jurisdiction and except as may be required by the Securities Act; (2D) registrations on Form S-3If in the good faith judgment of the Board, such registration would be seriously detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company thereafter delivers to the Initiating Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board it would be detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use its best efforts to register, qualify, or comply under this Section 1.4 shall be deferred for a period not to exceed ninety (90) days from the date of delivery of the written request from the Initiating Holders; provided, however, that the Company may not utilize this right more than twice in any twelve (12) month period.

Request for Registration on Form S-3. After the Company has qualified for the use of Form S-3, if the Company shall receive from Form S-3 Initiating (a) If a Holder or Holders a written request that the Company effect file a registration Registration Statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would not be less than $750,000, and the Company will: is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall (i) promptly deliver give written notice of the proposed registration to all other Holders; and Holders and (ii) use all reasonable efforts to cause, as soon as practicablereasonably practical, use best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified to be Registered for the offering on such form and to cause such Registrable Securities to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within twenty (20) days after delivery of such written notice from the Companymay reasonably request; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to take any action required to effect any such registration more than one Registration pursuant to this Section 1.4 6.3 in any circumstance described in section 1.3(a)(iitwelve (12) month period. The substantive provisions of Section 6.5 shall be applicable to each Registration initiated under this Section 6.3. (B)b) Notwithstanding the foregoing, (C) or (D) or ifthe Company shall not be obligated to file a registration statement pursuant to this Section 6.3: (Ai) Within in any particular jurisdiction in which the one hundred eighty Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (180ii) day period preceding if the written Company, within ten (10) days of the receipt of the request from of the Form S-3 Initiating initiating Holders, gives notice of its bona fide intention to effect the filing of a Registration Statement with the Commission within sixty (60) days of receipt of such request (other than with respect to a registration statement covering relating to a Rule 145 transaction or an offering solely to employees), provided that the Company is actively employing in good faith all reasonable efforts to cause such Registration Statement to become effective; (iii) within six (6) months immediately following the effective date of any Registration Statement pertaining to the securities of the Company shall have been declared effective, provided that the Form S-3 Initiating Holders were permitted (other than a Registration of securities in a Rule 145 transaction or with respect to register their shares requested to be registered in such registration statement pursuant to Section 1.5 hereofan employee benefit plan); or (Biv) The if the Company hasshall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a Registration Statement to be filed in the near future, within then the Company's obligation to use its best efforts to file a Registration Statement shall be deferred for a period not to exceed ninety (90) days from the receipt of the request to file such registration by such Holder provided that the Company shall not exercise the right contained in this paragraph (iv) more than once in any twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3period.

Request for Registration on Form S-3. After Subject to the terms of this Agreement, in the event that the Company has qualified for receives from Holders of twenty percent (20%) or more of the use of Form S-3then outstanding Registrable Securities, if the Company shall receive from Form S-3 Initiating Holders a written request that the Company effect a registration any Registration on Form S-3 (or any successor form to Form S-3 regardless of its designation) at a time when the Company will: is eligible to Register securities on Form S-3 (ior any successor form to Form S-3 regardless of its designation) for an offering of Registrable Securities which such Holders in their good faith discretion determine would have an anticipated offering price of at least One Million Dollars ($1,000,000), the Company will promptly deliver give written notice of the proposed registration Registration to all other Holders; and (ii) the Holders and will as soon as practicable, practicable use its best efforts to effect such registration (including, without limitation, Registration of the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within twenty (20) days after delivery of such written notice from the Company of the proposed Registration. There shall be no limit to the number of occasions on which the Company shall be obligated to effect Registration under this Section 3.1.3, but the Company shall not be required to effect more than two (2) such Registrations in any twelve (12)-month period. Notwithstanding the foregoing, the Company shall not be obligated to effect any Registration pursuant to this Section 3.1.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than One Million Dollars ($1,000,000) before deduction of Selling Expenses; (iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 3.1.3, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; (iv) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company for any Registration to be effected as requested under Section 3.1.3, the Company shall have the right to defer the filing of a Registration Statement with respect to such offering for a period of not more than ninety (90) days from delivery of the request of the Holders requesting such Registration; provided, however, that the Company shall may not be obligated to take any action to effect any such registration pursuant to utilize this Section 1.4 right more than once in any circumstance described in section 1.3(a)(ii) twelve (B), (C) or (D) or if: (A) Within the one hundred eighty (180) day period preceding the written request from the Form S-3 Initiating Holders, a registration statement covering the securities of the Company shall have been declared effective, provided that the Form S-3 Initiating Holders were permitted to register their shares requested to be registered in such registration statement pursuant to Section 1.5 hereof12)-month period; or (Bv) The in any particular jurisdiction in which the Company haswould be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3qualification or compliance.

Request for Registration on Form S-3. After Subject to the terms of this Agreement, in the event that the Company has qualified for the use receives from one or more Holders of Form S-3at least twenty-five percent (25%) of Registrable Securities, if the Company shall receive from Form S-3 Initiating Holders a written request that the Company effect a registration any Registration on Form S-3 (or any successor form to Form S-3 regardless of its designation) (including a shelf Registration pursuant to Rule 415 of the Securities Act) at a time when the Company will: is eligible to Register securities on Form S-3 (ior any successor form to Form S-3 regardless of its designation) for an offering of Registrable Securities which such Holders in their good faith discretion determine would have an anticipated offering price of at least One Million Dollars ($1,000,000), the Company will promptly deliver give written notice of the proposed registration Registration to all other Holders; and (ii) the Holders and will as soon as practicable, practicable use its best efforts to effect such registration (including, without limitation, Registration of the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within twenty thirty (2030) days after delivery of such written notice from the Company of the proposed Registration. There shall be no limit to the number of occasions on which the Company shall be obligated to effect Registration under this Section 3.1.3, but the Company shall not be required to effect more than two (2) such Registrations in any twelve (12)-month period. Notwithstanding the foregoing, the Company shall not be obligated to effect any Registration pursuant to this Section 3.1.3: (i) if Form S-3 (or a successor form to Form S-3) is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than One Million Dollars ($1,000,000); (iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 3.1.3, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days of receipt of such written request, other than pursuant to a Special Registration Statement; or (iv) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company for any Registration to be effected as requested under Section 3.1.3, the Company shall have the right to defer the filing of a Registration Statement with respect to such offering for a period of not more than ninety (90) days from delivery of the request of the Initiating Holders, the Initiating Series D Holders or the Initiating Series E Holders; provided, however, that the Company shall may not be obligated to take any action to effect any such registration pursuant to utilize this Section 1.4 right more than once in any circumstance described twelve (12)-month period. In connection with the foregoing right, if exercised, the Company shall use commercially reasonable efforts to not disclose any information to any holder of Registrable Securities included in section 1.3(a)(ii) (B), (C) or (D) or if: (A) Within the one hundred eighty (180) day period preceding the written request from the Form S-3 Initiating Holders, a registration statement covering the securities of the Company shall have been declared effective, provided that the Form S-3 Initiating Holders were permitted is subject to register their shares requested such postponement or withdrawal which could reasonably likely be deemed to be registered in such registration statement pursuant material non-public information with respect to Section 1.5 hereof; or (B) The Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3Company.

Request for Registration on Form S-3. After the Company has qualified for the use of Form S-3, if the Company shall receive from Form S-3 Initiating Holders a written request that the Company effect a registration on Form S-3 the Company willshall: (i) promptly promptly, and in any event within ten (10) days of receipt thereof, deliver written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and in any event within ninety (90) days of the receipt of such request, use its best efforts to effect such registration registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within twenty (20) days after delivery of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance pursuant to this Section 1.4 in any circumstance described in section 1.3(a)(ii) (B), (C) or (D) or if1.4: (A) Within More than twice in any twelve- (12-) month period; (B) After the fifth (5th) anniversary of the effective date of the IPO; (C) After the Company has effected three (3) such registrations pursuant to this Section 1.4, such registrations have been declared or ordered effective and the securities offered pursuant to such registrations have been sold; (D) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on a date ninety (90) days after the effective date of, a registration initiated by the Company, unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date one hundred and eighty (180) day days after the effective date of such registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith; (E) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (F) If in the good faith judgment of the Board, such registration would be seriously detrimental to the Company and its stockholders and the Board concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company thereafter delivers to the Initiating Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board it would be seriously detrimental to the Company and its stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use its best efforts to register, qualify or comply under this Section 1.4 shall be deferred for a period preceding not to exceed ninety (90) days from the date of delivery of the written request from the Form S-3 Initiating Holders; provided, a registration statement covering the securities of however, that the Company shall have been declared effectivemay not utilize this right more than once in any twelve- (12-) month period; or (G) Notwithstanding Section 1.4(a)(ii)(C), provided that if the Form S-3 Initiating Holders were permitted to register their shares requested to be registered in such registration statement pursuant to Section 1.5 hereof; or (B) The Holder is Elevation, if the Company has, within the twelve (12) month period preceding the date of such request, already has previously effected two Elevation Registrations under this Section 1.4 that have been declared or ordered effective (2) registrations on Form S-3excluding any Disqualified Elevation Registration).

Request for Registration on Form S-3. After the Company has qualified for the use of Form S-3, if In case the Company shall receive from Form S-3 Initiating any Holder or Holders owning, individually or in the aggregate, Registrable Securities representing not less than 20% of the outstanding Registrable Securities, a written request or requests that the Company effect a registration on Form S-3 or Form S-2, or any successor form to Form S-3 or Form S-2, and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder (an "S-3 Registration"), the Company will: (i) will promptly deliver give written notice of the proposed registration registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (ii) and at any time after 180 days following the effective date of any firm commitment underwritten initial public offering or after 180 days following the effective date of any subsequent registered underwritten offering of the Company's Common Stock to the general public, as soon as practicableapplicable, use best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act all such qualifications and any other governmental requirements or regulations) compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request delivered to the Company given within twenty fifteen (2015) days after delivery receipt of such written notice from the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance pursuant to this Section 1.4 in any circumstance described in section 1.3(a)(ii2.3: (i) (B), (C) or (D) or if: (A) Within if the one hundred eighty (180) day period preceding the written request from the Form S-3 Initiating Holders, a registration statement covering together with the holders of any other securities of the Company shall have been declared effective, provided that the Form S-3 Initiating Holders were permitted entitled to register their shares requested to be registered inclusion in such registration statement pursuant registration, propose to Section 1.5 hereof; or sell Registrable Securities and such other securities (Bif any) The at an aggregate price to the public of less than $1,000,000, (ii) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected two a registration for the Holders pursuant to this Section 2.3, (2iii) registrations in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, or (iv) notwithstanding the foregoing, if the Company shall furnish to Holders requesting registration pursuant to this Section 2.3, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement (and if such judgment is based on Form S-3legal restrictions, the Board shall have obtained written advice confirming such restrictions from outside legal counsel), the Company shall have the right to defer taking action with respect to such filing for a period of not more than 90 days after receipt of the request of the Holders initiating such registration; provided, however, that the Company may not utilize this right more than once in any twelve-month period. The Company may include in the registration under this Section 2.3 any other shares of Common Stock, subject to the priority of the cutback provisions of Section 2.1(d) above. Subject to the foregoing, the Company shall file such registration statement as is then available to the Company covering the Registrable Securities and other securities so requested to be registered as soon as practicable, and in no event later than 30 days, after receipt of the request or requests of the Holders. The Holders shall have the right to make unlimited requests for registration under this Section 2.3.

Request for Registration on Form S-3. After the Company has qualified for the use 5.2.1 If a Holder or Holders of Form S-3, if the Company shall receive from Form S-3 Initiating Holders a written outstanding Registrable Securities request that the Company effect file a registration Registration Statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of Registrable Securities, and the Company will: is entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall (i) promptly deliver give written notice of the proposed registration Registration to all other Holders; and Holders and (ii) as soon as practicable, use best its reasonable efforts to effect such registration (including, without limitation, Registration of the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the any Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company given within twenty (20) days after delivery receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action required to effect any such registration more than two (2) Registrations pursuant to this Section 1.4 5.2 in any circumstance described in section 1.3(a)(ii) (B), (C) or (D) or if: (A) Within the one hundred eighty (180) day period preceding the written request from the Form S-3 Initiating Holders, a registration statement covering the securities of the Company shall have been declared effective, provided that the Form S-3 Initiating Holders were permitted to register their shares requested to be registered in such registration statement pursuant to Section 1.5 hereof; or (B) The Company has, within the twelve (12) month period. Additionally, the Company shall not be required to effect any Registrations pursuant to this Section 5.2 if the reasonably anticipated aggregate offering price to the public would not equal at least $500,000. The provisions of Section 5.4 shall be applicable to each registration initiated under this Section 5.2. 5.2.2 Notwithstanding the provisions of Section 5.2.1, if the Company provides to all Holders who joined in the request a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company for any Registration to be effected as requested under Section 5.2.1, the Company shall have the right, exercisable not more than once in any twelve (12) month period, to defer the filing of a Registration Statement with respect to such offering for a period preceding of not more than ninety (90) days from delivery of the date request of such request, already effected two (2) registrations on Form S-3the initiating Holder.

Request for Registration on Form S-3. After the Company has qualified for the use of Form S-3, if the Company shall receive from Form S-3 Initiating Holders a written request that the Company effect a registration on Form S-3 the Company will: (i) promptly deliver written notice of the proposed registration to all other HoldersStockholders; and (ii) as soon as practicable, use its best efforts to effect such registration registration, qualification, or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder Stockholder or Holders Stockholders joining in such request as are specified in a written request delivered to the Company within twenty (20) days after delivery of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration registration, qualification, or compliance pursuant to this Section 1.4 in any circumstance described in section 1.3(a)(ii) (B), (C) or (D) or if3.2: (A) Within If the Company has effected any such registration during the preceding 12-month period; (B) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on a date one hundred and eighty (180) day days after the effective date of, a registration initiated by the Company; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith; (C) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (D) If in the good faith judgment of the Board, such registration would be seriously detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company thereafter delivers to the From S-3 Initiating Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use its best efforts to register, qualify, or comply under this Section 3.2 shall be deferred for a period preceding not to exceed ninety (90) days from the date of delivery of the written request from the Form S-3 Initiating Holders; provided, a registration statement covering the securities of however, that the Company shall have been declared effective, may not utilize this right and the deferral right provided that the Form S-3 Initiating Holders were permitted to register their shares requested to be registered for in such registration statement pursuant to Section 1.5 hereof; or (B3.1(a)(ii)(F) The Company has, within the more than twice in any twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3period.

Request for Registration on Form S-3. After the Company has qualified for the use of Form S-3, if the Company shall receive from Form S-3 Initiating Holders a written request that the Company effect a registration on Form S-3 S-3, the Company will: (i) promptly deliver written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration registration, qualification, or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within twenty (20) days after delivery of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration registration, qualification, or compliance pursuant to this Section 1.4: (A) After the fifth anniversary of the IPO; (B) After the Company has effected two (2) such registrations pursuant to this Section 1.4 in any circumstance described in section 1.3(a)(ii) (B), (C) or (D) or if: (A) Within within the one hundred eighty (180) day twelve month period preceding the written a request from the Form S-3 Initiating Holders. A registration shall not be counted as “effected” for purposes of this Section 1.4(b)(ii)(B) until such time as the applicable registration statement has been declared effective by the SEC; (C) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a registration statement covering initiated by the securities of the Company shall have been declared effective, Company; provided that the Form S-3 Initiating Holders were permitted Company is actively employing in good faith all reasonable efforts to register their shares requested to be registered in cause such registration statement pursuant to Section 1.5 hereof; orbecome effective and that the Company’s estimate of the date of filing such registration statement is made in good faith; (BD) The In any particular jurisdiction in which the Company haswould be required to execute a general consent to service of process in effecting such registration, within qualification, or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (E) If the Company furnishes to the Initiating Holders a Determination Certificate, then the Company’s obligation to use its best efforts to register, qualify, or comply under this Section 1.4 shall be deferred for a period not to exceed ninety (90) days from the date of delivery of the written request from the Initiating Holders; provided, however, that the Company may not utilize this right more than twice in any twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3period.

Request for Registration on Form S-3. After the Company has qualified for the use of Form S-3, if the Company shall receive from Form S-3 Initiating Holders a written request that the Company effect a registration on Form S-3 the Company will: (i) promptly deliver written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration registration, qualification, or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within twenty (20) days after delivery of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration registration, qualification, or compliance pursuant to this Section 1.4: (A) After the sixth anniversary of the IPO; (B) After the Company has effected two (2) such registrations pursuant to this Section 1.4 in any circumstance described in section 1.3(a)(ii) (B)given calendar year, such registrations have been declared or ordered effective and the securities offered pursuant to such registrations have been sold; (C) or During the period starting with the date thirty (D30) or if: (A) Within days prior to the Company’s estimated date of filing of, and ending on a date one hundred and eighty (180) day days after the effective date of, a registration initiated by the Company; provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith; (D) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (E) If in the good faith judgment of the Board, such registration would be seriously detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company thereafter delivers to the Initiating Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board it would be detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use its best efforts to register, qualify, or comply under this Section 1.4 shall be deferred for a period preceding not to exceed sixty (60) days from the date of delivery of the written request from the Form S-3 Initiating Holders; provided, a registration statement covering the securities of however, that the Company shall have been declared effective, provided that the Form S-3 Initiating Holders were permitted to register their shares requested to be registered may not utilize this right more than once in such registration statement pursuant to Section 1.5 hereof; or (B) The Company has, within the any twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3period.

Request for Registration on Form S-3. After the Company has qualified for the If at any time when it is eligible to use of a Form S-3S-3 registration statement, if the Company shall receive from Form S-3 the Initiating Holders Holder(s) a written request that the Company effect a registration on Form S-3 S-3, the Company will: (i) promptly Promptly deliver written notice of the proposed registration to all other Holders; and (ii) as As soon as practicable, use its reasonable best efforts to effect such registration registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within twenty (20) 20 days after delivery of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance pursuant to this Section 1.4 in any circumstance described in section 1.3(a)(ii) (B), (C) or (D) or if1.2: (A) Within the one hundred eighty (180) day period preceding the written request from the Form S-3 Initiating Holders, a registration statement covering the securities of In any particular jurisdiction in which the Company shall have been declared effectivewould be required to execute a general consent to service of process in effecting such registration, provided that qualification, or compliance unless the Form S-3 Initiating Holders were permitted Company is already subject to register their shares requested to be registered service in such registration statement pursuant to Section 1.5 hereofjurisdiction and except as may be required by the Securities Act; or (B) The If in the good faith judgment of the Board, such registration would be materially detrimental to the Company hasand the Board concludes, within as a result, that it is essential to defer the twelve (12filing of such registration statement at such time, and the Company thereafter delivers to Initiating Holder(s) month a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use its reasonable best efforts to register, qualify, or comply under this Section 1.2 shall be deferred for a period preceding not to exceed 90 days from the date of such requestdelivery of the written request from the Initiating Holder(s); provided, already effected two (2) registrations on Form S-3however, that the Company may not invoke this right more than once in any 12-month period.

Request for Registration on Form S-3. After the Company has qualified for the use of Form S-3, if the Company shall receive from Form S-3 Initiating Holders a written request that the Company effect a registration on Form S-3 the Company will: (i) promptly deliver written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use best efforts to effect such registration registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within twenty (20) days after delivery of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance pursuant to this Section 1.4 in any circumstance described in section 1.3(a)(ii) (B), (C) or (D) or if1.4: (A) Within the one hundred eighty (180) day period preceding the written request from the Form S-3 Initiating Holders, a registration statement covering the securities of If the Company shall have been declared effective, provided that the Form S-3 Initiating Holders were permitted to register their shares requested to be registered in such registration statement pursuant to Section 1.5 hereof; or (B) The Company has, within the twelve (12) month period preceding the date of such request, already has effected two (2) registrations on Form S-3S-3 pursuant to this Section 1.4 during the preceding twelve-month period; (B) The condition in Section 1.3(a)(ii)(C) has been met; (C) The condition in Section 1.3(a)(ii)(D) has been met; (D) The condition in Section 1.3(a)(ii)(E) has been met; or (E) If Form S-3 is not available for such offering by the Holders.

Request for Registration on Form S-3. After (a) If a Holder or Holders of the Company has qualified for the use of Form S-3, if the Company shall receive from Form S-3 Initiating Holders a written outstanding Registrable Securities request that the Company effect file a registration Registration Statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would not be less than $2,000,000, and the Company will: (i) promptly deliver written notice of is a registrant entitled to use Form S-3 to register the proposed registration to Registrable Securities for such an offering, the Company shall use all other Holders; and (ii) as soon as practicable, use best reasonable efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be Registered for the offering on such form and to cause such Registrable Securities to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within twenty (20) days after delivery of such written notice from the Companymay 7 reasonably request; provided, however, that the Company shall not be obligated to take any action required to effect any such registration more than two Registrations pursuant to this Section 1.4 7.3 in any circumstance described in section 1.3(a)(iitwelve (12) month period. The substantive provisions of Section 7.5 shall be applicable to each registration initiated under this Section 7.3. (B)b) Notwithstanding the foregoing, (C) or (D) or ifthe Company shall not be obligated to file a registration statement pursuant to this Section 7.3: (Ai) Within in any particular jurisdiction in which the one hundred eighty Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (180ii) day period preceding if the written Company, within ten (10) days of the receipt of the request from of the Form S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement covering with the Commission within sixty (60) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction or an offering solely to employees), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) within six months immediately following the effective date of any registration statement pertaining to the securities of the Company shall have been declared effective, provided that the Form S-3 Initiating Holders were permitted (other than a registration of securities in a Rule 145 transaction or with respect to register their shares requested to be registered in such registration statement pursuant to Section 1.5 hereofan employee benefit plan); or (Biv) The if the Company hasshall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, within then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder provided that the Company shall not exercise the right contained in this paragraph (iv) more than once in any twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3period.

Request for Registration on Form S-3. After the Company has qualified for the use of Form S-3, if the Company shall receive from Form S-3 Initiating Holders a written request that the Company effect a registration on Form S-3 the Company will: (i) promptly deliver written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use best efforts to effect such registration registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within twenty (20) 20 days after delivery of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance pursuant to this Section 1.4 in any circumstance described in section 1.3(a)(ii) (B), (C) or (D) or if: (A) Within The Company has effected two such registrations during the one hundred eighty (180) day period preceding the written request from the Form S-3 Initiating Holders, a registration statement covering the securities of the Company shall have been declared effective, provided that the Form S-3 Initiating Holders were permitted to register their shares requested to be registered in such registration statement pursuant to Section 1.5 hereof; ortwelve-month period; (B) The Company has, within the twelve condition in Section 1.3(a)(ii)(C) has been met; (12C) month period preceding the date of such request, already effected two The condition in Section 1.3(a)(ii)(D) has been met; or (2D) registrations on Form S-3The condition in Section 1.3(a)(ii)(E) has been met.