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

Request for S-3 Registration. Upon the Company becoming eligible for use of Form S-3 (or any successor form thereto) under the Securities Act in connection with a Public Offering of its securities, in the event that the Company shall receive from one or more Stockholders as a group holding 25% or more of the Registrable Securities held by all Stockholders (each, an “S-3 Initiating Holder”) a written request that the Company register under the Securities Act on Form S-3 (“Form S-3”) (or any successor form then in effect) (an “S-3 Registration”) all or a portion of the Registrable Securities owned by such Stockholders, the Company shall give written notice of such request to all of the Stockholders (other than the S-3 Initiating Holders that have requested an S-3 Registration under this Section 3.2(a)) at least ten (10) days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed registration and offer such Stockholders the opportunity to register the number of Registrable Securities as each such Stockholder may request in writing to the Company given within ten (10) days after their receipt from the Company of the written notice of such S-3 Registration. With respect to each S-3 Registration, the Company shall (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Registrable Securities of any Stockholder who has requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein and (ii) use its reasonable best efforts to cause such registration pursuant to this Section 3.2(a) to become and remain effective as soon as practicable, but in any event not later than ninety (90) days after it receives a request therefor.

Request for S-3 Registration. Upon (a) If the Company becoming eligible for use of Form S-3 (or receives at any successor form theretotime after January 1, 1998 a written request from a Holder(s) under the Securities Act in connection with a Public Offering of its securities, in the event that the Company shall receive from one file a registration statement under the Act covering the registration of such Holder's or more Stockholders as a group holding 25% or more Holders' Registrable Securities then outstanding, then the Company will, within ten days of the Registrable Securities held by all Stockholders (eachreceipt thereof, an “S-3 Initiating Holder”) a written request that the Company register under the Securities Act on Form S-3 (“Form S-3”) (or any successor form then in effect) (an “S-3 Registration”) all or a portion of the Registrable Securities owned by such Stockholders, the Company shall give written notice of such request to all of the Stockholders (other than the S-3 Initiating Holders that have requested an S-3 Registration under this Section 3.2(a)) at least ten (10) days before the anticipated filing date of such Form S-3and will, and such notice shall describe the proposed registration and offer such Stockholders the opportunity to register the number of Registrable Securities as each such Stockholder may request in writing subject to the Company given within ten (10limitations set forth below and of SUBSECTION 2(b) days after their receipt from the Company of the written notice of such S-3 Registration. With respect to each S-3 Registrationand SECTION 12, the Company shall (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Registrable Securities of any Stockholder who has requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein and (ii) use its reasonable best efforts to cause such registration pursuant to this Section 3.2(a) to become and remain effective effect as soon as practicable, but and in any event not later than ninety shall use its best efforts to effect within sixty (9060) days after it receives of the receipt of requests representing at least $2,000,000 in aggregate of anticipated offering price of Registrable Securities, a registration statement on Form S-3 under the Act of all Registrable Securities which the Holders request thereforto be registered within twenty (20) days of the notice by the Company. Notwithstanding the foregoing, the Company's obligation to effect the requested registration shall be conditioned upon (i) the anticipated aggregate offering price of the Registrable Securities equaling or exceeding $2,000,000 and (ii) the Company's meeting the then-current eligibility requirements for the use of Form S-3. (b) If the Holders initiating the registration request pursuant to this Agreement ("INITIATING S-3 HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they will so advise the Company as a part of their request made pursuant to this Section 2 and the Company will include such information in the written notice referred to in subsection 2(a). The underwriter will be selected by the Company with prior consultation with the Initiating S-3 Holders and will be reasonably acceptable to a majority in interest of the Initiating S-3

Request for S-3 Registration. Upon (a) If the Company becoming eligible receives at any time after one (1) year after the effective date of the first registration statement for use of Form S-3 (or any successor form theretothe Company's IPO, a written request from a Holder(s) under the Securities Act in connection with a Public Offering of its securities, in the event that the Company shall receive from one file a registration statement under the Act covering the registration of such Holder's or more Stockholders as a group holding 25% or more Holders' Registrable Securities then outstanding, then the Company will, within ten days of the Registrable Securities held by all Stockholders (eachreceipt thereof, an “S-3 Initiating Holder”) a written request that the Company register under the Securities Act on Form S-3 (“Form S-3”) (or any successor form then in effect) (an “S-3 Registration”) all or a portion of the Registrable Securities owned by such Stockholders, the Company shall give written notice of such request to all of the Stockholders (other than the S-3 Initiating Holders that have requested an S-3 Registration under this Section 3.2(a)) at least ten (10) days before the anticipated filing date of such Form S-3and will, and such notice shall describe the proposed registration and offer such Stockholders the opportunity to register the number of Registrable Securities as each such Stockholder may request in writing subject to the Company given within ten (10limitations set forth below, of SUBSECTION 3(b) days after their receipt from the Company and of the written notice of such S-3 Registration. With respect to each S-3 RegistrationSECTION 5, the Company shall (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Registrable Securities of any Stockholder who has requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein and (ii) use its reasonable best efforts to cause such registration pursuant to this Section 3.2(a) to become and remain effective effect as soon as practicable, but and in any event not later than ninety shall use its best efforts to effect within sixty (9060) days after it receives of the receipt of requests representing at least $2,000,000 in aggregate of anticipated offering price of Registrable Securities, a registration statement on Form S-3 under the Act of all Registrable Securities which the Holders request thereforto be registered within twenty (20) days of the notice by the Company. Notwithstanding the foregoing, the Company's obligation to effect the requested registration shall be conditioned upon (i) the anticipated aggregate offering price of the Registrable Securities equaling or exceeding $2,000,000 and (ii) the Company's meeting the then-current eligibility requirements for the use of Form S-3. (b) If the Holders initiating the registration request pursuant to this Agreement ("INITIATING S-3 HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they will so advise the Company as a part of their request made pursuant to this SECTION 3 and the

Request for S-3 Registration. Upon Subject to Section 2.2(b)(ii), if at any time after the Company becoming eligible for use of is a registrant entitled to file a registration statement on Form S-3 (or any successor or similar short-form theretoregistration statement promulgated by the Commission (collectively, “Commission Form S-3”), the Company shall receive a written request from the Majority Preferred Stock Holders (an “S-3 Registration Request”) that the Company effect the registration under the Securities Act in connection with a Public Offering of its securities, in the event that the Company shall receive from one all or more Stockholders as a group holding 25% or more part of the Registrable Securities held by all Stockholders (each, an “S-3 Initiating Holder”) a written request that the Company register under the Securities Act on Form S-3 (“Form S-3”) (or any successor form then in effect) (an “S-3 Registration”) all or , and together with S-1 Registration, a portion of the Registrable Securities owned by such Stockholders“Requested Registration”), then the Company shall give written notice of such request to all of the Stockholders (other than the S-3 Initiating Holders that have requested an S-3 Registration under this Section 3.2(a)x) at least ten (10) days before the anticipated filing date of such Form S-3promptly, and such notice shall describe the proposed registration and offer such Stockholders the opportunity to register the number of Registrable Securities as each such Stockholder may request in writing to the Company given any event within ten (10) days after their receipt from the Company of the days, give written notice of the proposed registration to all other Preferred Stock Holders (an “S-3 Registration Notice”), and (y) use its best efforts to effect the registration under the Securities Act of the Registrable Securities that the Company has been so requested to register on behalf of the requesting Majority Preferred Stock Holder(s) and any Preferred Stock Holder joining in such request (as is specified in a written request by each such Preferred Stock Holder received by the Company within fifteen (15) days after delivery of the S-3 RegistrationRegistration Notice) in accordance herewith within thirty (30) days after receipt of the S-3 Registration Request. With respect Subject to each S-3 RegistrationSection 2.1(c), the Company shall (i) may include in such offering S-3 Registration other securities of the Company for sale, for the Company’s account or for the account of any other person. As an alternative to filing a series of registration statements on Commission Form S-3, the Company may fulfill its obligations under this Section 2.1(b) by filing and causing to be declared effective under Rule 415 one registration statement on Form S-3 covering all of the Registrable Securities of the S-3 Initiating Holders and the Registrable Securities of any Stockholder who has requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein and (ii) use its reasonable best efforts to cause such registration pursuant to this Section 3.2(a) to become and remain effective as soon as practicable, but in any event not later than ninety (90) days after it receives a request thereforSecurities.