Common use of S-3 Registration Clause in Contracts

S-3 Registration. In the event that the Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such holder or holders, the Company will: (a) give written notice of the proposed registration within ten (10) days of notice thereof, and any related qualification or compliance, to all other Holders; (b) as soon as practicable, effect such registration and all such qualifications and 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 given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: (i) if the Company is not a registrant entitled to use Form S-3 for such an offering by such 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 (net of any underwriters' discounts or commissions) of less than $1,000,000; (iii) 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 of Directors of the Company, it would be detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.3 (provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period); (iv) if the Company has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) if 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; and (c) subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders.

S-3 Registration. In (a) If the event Company receives from the Holders of at least ten percent (10%) of the outstanding Registrable Securities a written request or requests that the Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such holder Holder or holdersHolders, the Company willshall: (ai) promptly give written notice of the proposed registration within ten (10) days of notice thereofregistration, and any related qualification or compliance, to all other Holders;; and (bii) subject to the conditions of this Section 2.3 and Section 2.4(b), use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and 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 Holders joining in such request as are specified in a written request given within fifteen (15) 20 days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: 2.3 under any of the following circumstances: (i1) if the Company Form S-3 is not a registrant entitled to use Form S-3 available for such an offering by such the Holders; ; (ii2) if the Holders, together with the Holders holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' ’ discounts or commissions) of less than $1,000,000; ; (iii3) if the Company shall furnish to the Holders a certificate signed by the President Chief Executive Officer or Chairman of the Board of the Company stating that, that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.3 (2.3, provided, however, that the Company shall not utilize this right more than once in any twelve (12) -month period); (iv) if period and provided further, that the Company has already effected two shall not register any of its other equity securities during such ninety (290) registrations on Form S-3 for day period; (4) during the Holders period beginning sixty (60) days prior to the filing of a registration statement under the Securities Act pursuant to this Section 2.32.1 or Section 2.2, and ending one hundred eighty (180) days following the effective date of any such Registration Statement; or and (v5) if in any jurisdiction in which the Company would be required to qualify to do business business, where not otherwise required, or to execute a general consent to service of process in effecting such registration, qualification or compliance; and (c) compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holdersAct.

S-3 Registration. In the event that the Company receives written requests from a (x) any Holder or Holders of not less than thirty percent (30%) of the Registrable Securities, Securities or (y) holders of a majority of the shares of Series 3 Preferred Stock calling upon the Company to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such holder or holders, the Company will: (a) give written notice of the proposed registration within ten (10) days of notice thereof, and any related qualification or compliance, to all other Holders; (b) as soon as practicable, effect such registration and all such qualifications and 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 given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.32.4: (i) if the Company is not a registrant entitled to use Form S-3 for such an offering by such 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 (net of any underwriters' discounts or commissions) of less than $1,000,000; (iii) 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 of Directors of the Company, it would be detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.3 2.4 (provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period); (iv) if the Company has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.32.4; or (v) if 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; and (c) subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holdersholders and cause such registration statement to be declared effective by the SEC. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration pursuant to Section 2.2 or registrations otherwise effected pursuant to Sections 2.2 or 2.3.

S-3 Registration. In the event that the (a) The Company receives written requests from a Holder shall use diligent efforts to prepare and file, on or Holders of Registrable Securitiesbefore December 31, calling upon the Company to effect 2000, a registration statement on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities Common Shares owned by such holder or holders, the Company will: (a) give written notice of the proposed registration within ten (10) days of notice thereof, and any related qualification or compliance, Holders so as to all other Holders; (b) as soon as practicable, effect such registration and all such qualifications and 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 the Holders' Registrable Securities as are specified in such requestCommon Shares. (b) Notwithstanding the foregoing, 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 given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.3: 1.2: (i) if the Company Form S-3 is not a registrant entitled to use Form S-3 available for such an offering by such 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 (net of any underwriters' discounts or commissions) of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President chief executive officer or the president of the Company stating that, that in the good faith judgment of the Board board of Directors directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 sixty (60) days after receipt of the request of the Holder or Holders under this Section 2.3 (providedsuch date, however, provided that such right to defer filing shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period); or (iviii) if the Company has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) if in any 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; andcompliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Act. (c) subject Subject to the foregoing, the Company shall effect such registration, qualification, or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky (except that in no event shall the Company be required to qualify to do business as a registration statement foreign corporation in any jurisdiction where it would not, but for the requirements of this paragraph (c), be required to be so qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction) or other state securities laws and appropriate compliance with applicable regulations issued under the Act and any other governmental requirements or regulations) covering the Registrable Securities Common Shares and other securities so requested entitled to be registered as soon as practicable after receipt of in accordance with the request or requests of the holdersterms hereof.

S-3 Registration. In (a) Subject to the event that terms and conditions of this Agreement, on or after the 60th day after the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the 60th day after the closing of such purchase) until the first anniversary of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase), any S-3 Purchaser may make one (1) written request to the Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company to effect a for registration on Form S-3 and or any related qualification or compliance with respect to all or a part successor thereto under the Securities Act of the sale of Registrable Securities owned held by such holder S-3 Purchaser (the "S-3 Registration"); provided that (i) the Company is a registrant entitled to use Form S-3 or holdersany successor thereto to register such Registrable Securities, (ii) the Company shall not be obligated to effect any S-3 Registration unless the proceeds to be realized in connection with such S-3 Registration shall not reasonably be expected to be less than $1,000,000, (iii) the Company shall not be obligated to effect more than two (2) S-3 Registrations pursuant to this Agreement and (iv) the Company shall not be obligated to effect more than one (1) S-3 Registration pursuant to this Agreement within any 4-month period. Promptly following receipt of any request for an S-3 Registration under this Section 8.2.2(a), the Company will: (a) give written notice of the proposed registration within ten (10) days of notice thereof, shall immediately notify any S-3 Purchasers holding Registrable Securities from whom a request for an S-3 Registration has not been received and any related qualification or compliance, to all other Holders; (b) as soon as practicable, effect shall include in such registration and all S-3 Registration such qualifications and 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 such S-3 Purchasers may specify 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 given writing within fifteen (15) days 10 Business Days after receipt of such written notice from the Companynotice; provided, however, that the Company shall not be obligated to effect so notify any S-3 Purchaser or to so include such registrationS-3 Purchaser's Registrable Securities after the first year anniversary of the Closing Date (or, qualification in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase). The Company shall use its reasonable best efforts to cause such registration statement to become effective as soon as possible and remain effective for the period ending on the earlier of (i) 90 days from the date of effectiveness of said registration statement and (ii) the sale of all of Registrable Securities held by such Registering Purchasers. (b) The Company shall have the right to include its securities sold on its behalf or compliance pursuant to this Section 2.3on behalf of any other stockholder in any registration initiated as an S-3 Registration; provided that: (i) if such securities are of the Company is not a registrant entitled to use Form S-3 for same class as the Registrable Securities included in such an offering by such Holdersregistration; (ii) if the Holders, together with the Holders of any other securities of the Registrable Securities covered by such registration are sold in an underwritten offering, the Company entitled to inclusion or such other stockholder agrees in such registration, propose writing to sell its securities on the same terms and conditions as apply to the Registrable Securities being sold; and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; (iii) if any of the Registrable Securities covered by such registration are to be sold in an underwritten offering and the managing underwriter of such underwritten offering reasonably determines in good faith and advises the parties that the inclusion in such underwritten offering of all the securities proposed to be included in such offering would materially and adversely affect the success of the underwritten offering, then the Company shall furnish include in such registration (but only to the Holders extent of the number of securities that the Company is so advised can reasonably be sold in such offering), FIRST all Registrable Securities duly requested to be registered in such S-3 Registration, SECOND any securities the Company is required to register pursuant to the Registration Rights Agreement or Section 8.2.3, THIRD any other securities held by Persons who received contractual registration rights with respect thereto prior to the date of this Agreement, FOURTH any securities that the Company wishes to register for its own account and FIFTH any securities held by Persons who received contractual registration rights with respect thereto after the date of this Agreement; in each case, determined on a certificate signed pro rata basis if there is more than one holder of such Registrable Securities or securities, as the case may be. Whenever a registration requested pursuant to this Section is for an underwritten offering, only securities which are to be distributed by the President underwriters may be included in the registration. (c) The Company shall have the right to select the managing underwriter to administer the S-3 Registration if such S-3 Registration is an underwritten offering. The Registering Purchasers and the Company shall enter into an underwriting agreement in such customary form as shall have been negotiated and agreed to by the Company with the underwriter or underwriters selected for such underwriting, provided that (x) the Registering Purchasers shall have the right to negotiate the economic terms of the offering and (y) such underwriting agreement shall be approved by the Registering Purchasers, such approval not to be unreasonably withheld or delayed. (d) Notwithstanding anything to the contrary in this Agreement, the Company stating thatwill be entitled to postpone the filing of a registration statement required to be filed by it pursuant to this Agreement for ninety (90) days, in if (i) at any time prior to the good faith judgment filing of such registration statement a majority of the Board of Directors of the CompanyCompany determines, it would be detrimental in its good faith business judgment, that such registration and offering is reasonably likely to materially interfere with or otherwise have a material adverse effect on any financing, acquisition, corporate reorganization or other material transaction or development involving the Company or any of its subsidiaries and its stockholders (ii) the Company gives the Registering Purchasers written notice of such postponement, provided that such postponements may not in any 365-day period occur more than once, and, provided further, that in the event of any such withdrawal or termination of effectiveness, such registration shall not act as a registration effected for purposes of Section 8.2.2(a). Any such notice need not specify the reasons for such Form S-3 registration to be effected at such timesuspension if a majority of the Board of Directors of the Company determines, in which its good faith business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. In the event of such postponement, the Company will file such registration statement as soon as practicable after it determines, in its good faith business judgment, that such registration and offering will not interfere with the matters described in the first sentence of this Section 8.2.2(d), but in no event more than ninety (90) days after that date that such registration statement would otherwise have been filed, provided that the Registering Purchasers shall have the right to defer withdraw their request for S-3 Registration by giving written notice to the Company within ninety (90) days of receipt of the notice of postponement, and in the event of such withdrawal, the request so withdrawn shall be deemed to have not been made. (e) Each Registration Statement in respect of an S-3 Registration will be for the offering and sale of such Registrable Securities on such basis as the Registering Purchasers reasonably request; provided, however, that, except as expressly set forth herein, the Company shall not be required to register such Registrable Securities on a continuous or delayed basis pursuant to Rule 415 under the Securities Act. (f) The Company shall promptly prepare and file with the Commission such amendments to the registration statements as may be necessary to keep such registration statements effective in accordance with this Section 8.2.2. (g) Notwithstanding anything to the contrary in this Agreement, if at any time after the filing of a registration statement, before or after it is declared effective by the Commission, a majority of the Board of Directors of the Company determines, in its good faith business judgment, that such registration and the offering of Registrable Securities covered by such registration statement is reasonably likely to materially interfere with or otherwise have a materially adverse effect on any financing, acquisition, corporate reorganization or other material transaction or development involving the Company or any of its affiliates or require the Company to disclose matters that otherwise would not be required to be disclosed at such time, then the Company may require that no distribution of any Registrable Securities be initiated or continued, as the case may be (also, a "Blackout Period"), by giving written notice to the Registering Purchasers. Any such notice need not specify the reasons for such suspension if a majority of the Board of Directors of the Company determines, in its good faith business judgment, that doing so would interfere with or adversely affect such transaction or development. In the event that such notice is given, then until a majority of the Board of Directors of the Company has determined, in its good faith business judgment, that such registration and distribution would no longer materially interfere with the matters described in the preceding sentence and has given written notice thereof to the Registering Purchasers, the Company's obligations under this Article VIII will be suspended, provided, that such suspension shall not exceed the first to occur of (x) the filing of the Form S-3 Company's next filing with the Commission and (y) ninety (90) days. The Company shall extend the period of time the Company is required to maintain effective any registration statement for required pursuant to Section 8.2.2 by a period length of not more than 120 days after receipt time equal to the aggregate length of the request Blackout Periods. In the event of the Holder or Holders under this Section 2.3 (provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period); (iv) if the Company has already effected two (2) registrations on Form S-3 for the Holders suspension of a registration pursuant to this Section 2.3; or (v) if 8.2.2(g), the Company would Registering Purchasers shall be required entitled to qualify to do business or to execute a general consent to service of process in effecting withdraw from such registration, qualification or compliance; and (c) subject registration upon written notice to the foregoingCompany, and in the event of such withdrawal, the Company request so withdrawn shall file a registration statement covering the Registrable Securities and other securities so requested be deemed to be registered as soon as practicable after receipt of the request or requests of the holdershave not been made.

S-3 Registration. In (a) Subject to Section 2.4(b), if at any time (i) one or more Holders of Registrable Securities request (the event “S-3 Request”) that the Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company to effect file a registration statement on Form S-3 and or any related qualification or compliance with respect to all or successor form thereto for a part of the Registrable Securities owned by such holder or holders, the Company will: (a) give written notice of the proposed registration within ten (10) days of notice thereof, and any related qualification or compliance, to all other Holders; (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution public offering of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such any portion of the shares of Registrable Securities of any other holder or holders joining in such request as are specified in a written request given within fifteen held by it and (15ii) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: (i) if the Company is not a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, as expeditiously as possible following such S-3 Request, use its reasonable best efforts to register under the 1933 Act on Form S-3 or any successor form thereto, for public sale in accordance with the intended methods of disposition specified in such Request or any subsequent requests (including, without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request and any subsequent requests (an “S-3 Registration”); provided, that if such registration is for an Underwritten Offering, the terms of Section 2.1(b) shall apply (and any reference to “Demand Registration” therein shall, for purposes of this Section 2.4, instead be deemed a reference to “S-3 Registration”). Whenever the Company is required by this Section 2.4 to use its reasonable best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(a) and 2.1(d) (including but not limited to the requirements that the Company (A) notify all Holders of Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to participate in the offering and (B) use its reasonable best efforts to have such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any reference in such Sections 2.1(a) and 2.1(d) to “Demand Registration” shall, for purposes of this Section 2.4, instead be deemed a reference to “S-3 Registration”). If the sole or lead managing Underwriter (if any) or the Required Holders of the Registration shall advise the Company in writing that in its opinion additional disclosure not required by Form S-3 is of material importance to the success of the offering, then such Holders; Registration Statement shall include such additional disclosure. (iib) if The rights of Holders of Registrable Securities to request S-3 Registrations pursuant to Section 2.4(a) are subject to the following limitations: (i) in no event shall the Company be required to effect an S-3 Registration unless the reasonably anticipated aggregate offering price to the public of all Registrable Securities for which registration has been requested by Holders, together with any shares sold by the Company for its own account, will be at least $500,000 or, if the foregoing is not satisfied, all of the Registrable Securities held by the Holders of any other securities of requiring registration are included in the Demand Registration; and (ii) in no event shall the Company entitled be required to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; (iii) 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 of Directors of the Company, it would be detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not effect more than 120 days after receipt of the request of the Holder or Holders under this Section 2.3 two (2) S-3 Registrations in any six (6) month period, provided, however, that such number shall be increased to the extent the Company shall does not utilize this right more than once include in any twelve (12) month period); (iv) if what would otherwise be the Company has already effected two (2) registrations on Form S-3 for final registration the number of Registrable Securities requested to be registered by the Holders pursuant to this by reason of Section 2.3; or (v) if 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; and2.1(b). (c) subject The registration rights granted pursuant to the foregoing, provisions of this Section 2.4 shall be in addition to the Company shall file a registration statement covering rights granted pursuant to the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt provisions of the request or requests of the holdersthis Section 2.

S-3 Registration. In the event that the (a) The Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company shall use its commercially reasonable efforts to effect a qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for use of Form S-3, in addition to the rights contained in Sections 2 and any related 3, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders). The Company shall use commercially reasonable efforts to effect such Registration as soon as practicable (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities laws); and shall keep such Registration continuously effective until the earlier of (i) the date on which all shares of Registrable Stock have been sold pursuant to such registration statement or compliance with respect Rule 144 and (ii) the date on which, in the reasonable opinion of counsel to the Company, all or a part of the Registrable Securities owned by such holder or holders, the Company will: (a) give written notice of the proposed registration within ten (10) days of notice thereof, and any related qualification or compliance, to all other Holders; (b) as soon as practicable, effect such registration and all such qualifications and compliances as Stock 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 sold in such requestaccordance with Rule 144(k), 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 given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: registration (i) if the Company is not a registrant entitled to use Form S-3 for such an offering by such Holders; (ii) if the Holders, together with the Holders holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; , (ii) in the circumstances described in the proviso to the first paragraph of Section 2(a), (iii) if the Company shall furnish the certification described in the second paragraph of Section 2(a) (but subject to the limitations set forth therein) or (iv) if, in a given twelve-month period, the Company has effected one such registration in such period. Notwithstanding the foregoing, the Company shall have the right (the "S-3 Suspension Right") (i) to defer such filing for up to 60 days or suspend sales under any filed registration statement or (ii) defer the updating of any filed registration statement and suspend sales thereunder at any time or from time to time, for a period of not more than 90 days during any period of 365 days, if the Company shall furnish to the Holders a certificate signed by the President an executive officer or any trustee of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company and its stockholders for shareholders to file such Form S-3 registration to be effected statement or amendment thereto at such time, in which event time (or continue sales under a filed registration statement) and therefore the Company shall have the right has elected to defer the filing of the Form S-3 such registration statement for (or suspend sales under a period of not more than 120 days after receipt of the request of the Holder or Holders filed registration statement). (b) The Holders' rights under this Section 2.3 4 shall terminate upon the earlier to occur of (providedi) the fifth anniversary of the fifth anniversary of the date of the closing of the underwritten initial public offering of the Common Stock and (ii) the date on which, however, that in the Company shall not utilize this right more than once in any twelve (12) month period); (iv) if the Company has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) if the Company would be required to qualify to do business or to execute a general consent to service reasonable opinion of process in effecting such registration, qualification or compliance; and (c) subject counsel to the foregoingCompany, the Company shall file a registration statement covering all of the Registrable Securities and other securities so requested to Stock may be registered as soon as practicable after receipt of the request or requests of the holderssold in accordance with Rule 144(k).

S-3 Registration. In If at any time (i) any Investor Holder or any single other stockholder party hereto which holds a majority of the event outstanding voting power of the Company (a "Controlling Holder") requests that the Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company to effect file a registration statement on Form S-3 and or any related qualification or compliance with respect to all or successor form thereto for a part of the Registrable Securities owned by such holder or holders, the Company will: (a) give written notice of the proposed registration within ten (10) days of notice thereof, and any related qualification or compliance, to all other Holders; (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution public offering of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such any portion of the shares of Registrable Securities of any other holder held by such Investor Holder or holders joining in such request as are specified in a written request given within fifteen Investor Holders or Controlling Holder, and (15ii) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: (i) if the Company is not a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, as expeditiously as possible following such Request, use its best efforts to register under the Securities Act on Form S-3 or any successor form thereto, for such an offering by such Holders; (ii) if the Holders, together public sale in accordance with the Holders intended methods of any other securities of the Company entitled to inclusion disposition specified in such registrationRequest or any subsequent requests (including, propose to sell without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request and any subsequent requests; provided, that if such other securities registration is for an Underwritten Offering, the terms of Sections 2.1(b) and 2.1(d) shall apply (and any reference to "Demand Registration" therein shall, for purposes of this Section 2.3, instead be deemed a reference to "S-3 Registration"); provided, further that a Controlling Holder may only request that such registration be a Shelf Registration. If the sole or lead managing Underwriter (if any) at an aggregate price or the Majority Investor Holders of the Registration shall advise the Company in writing that in its opinion additional disclosure not required by Form S-3 is of material importance to the public (net success of any underwriters' discounts or commissions) of less than $1,000,000; (iii) if the offering, then such Registration Statement shall include such additional disclosure. Whenever the Company shall furnish is required by this Section 2.3 to use its best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(a) and 2.1(e) (including but not limited to the Holders a certificate signed by the President of requirements that the Company stating that, (A) notify all Holders of Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to participate in the good faith judgment offering and (B) use its best efforts to have such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any reference in such Sections 2.1(a) and 2.1(e) to "Demand Registration" shall, for purposes of the Board of Directors of the Companythis Section 2.3, it would instead be detrimental deemed a reference to "S-3 Registration"). Notwithstanding anything to the Company and its stockholders for such Form S-3 registration to contrary contained herein, no Request may be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders made under this Section 2.3 (provided, however, within 90 days after the effective date of a Registration Statement filed by the Company covering a firm commitment Underwritten Offering in which the Holders of Registrable Securities shall have been entitled to join pursuant to this Agreement in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been requested. There is no limitation on the number of S-3 Registrations that the Company shall not utilize this right more than once in any twelve (12) month period); (iv) if the Company has already effected two (2) registrations on Form S-3 for the Holders is obligated to effect. The registration rights granted pursuant to the provisions of this Section 2.3; or (v2.3(a) if the Company would shall be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; and (c) subject addition to the foregoing, registration rights granted pursuant to the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt provisions of the request or requests of the holdersthis Section 2.

S-3 Registration. In the event If at any time (i) any Majority Investor Holder requests that the Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company to effect file a registration statement on Form S-3 and or any related qualification or compliance with respect to all or successor form thereto for a part of the Registrable Securities owned by such holder or holders, the Company will: (a) give written notice of the proposed registration within ten (10) days of notice thereof, and any related qualification or compliance, to all other Holders; (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution public offering of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such any portion of the shares of Registrable Securities of any other holder or holders joining in held by such request as are specified in a written request given within fifteen Majority Investor Holder, and (15ii) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: (i) if the Company is not a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, as expeditiously as possible following such Request, use its best efforts to register under the Securities Act on Form S-3 or any successor form thereto, for such an offering by such Holders; (ii) if the Holders, together public sale in accordance with the Holders intended methods of any other securities of the Company entitled to inclusion disposition specified in such registrationRequest or any subsequent requests (including, propose to sell without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request and any subsequent requests; provided, that if such other securities registration is for an Underwritten Offering, the terms of Sections 2.1(b) and 2.1(d) shall apply (and any reference to “Demand Registration” therein shall, for purposes of this Section 2.3, instead be deemed a reference to “S-3 Registration”). If the sole or lead managing Underwriter (if any) at an aggregate price or the Majority Investor Holders of the Registration shall advise the Company in writing that in its opinion additional disclosure not required by Form S-3 is of material importance to the public (net success of any underwriters' discounts or commissions) of less than $1,000,000; (iii) if the offering, then such Registration Statement shall include such additional disclosure. Whenever the Company shall furnish is required by this Section 2.3 to use its best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(a) and 2.1(e) (including but not limited to the Holders a certificate signed by the President of requirements that the Company stating that, (A) notify all Holders of Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to participate in the good faith judgment offering and (B) use its best efforts to have such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any reference in such Sections 2.1(a) and 2.1(e) to “Demand Registration” shall, for purposes of the Board of Directors of the Companythis Section 2.3, it would instead be detrimental deemed a reference to “S-3 Registration”). Notwithstanding anything to the Company and its stockholders for such Form S-3 registration to contrary contained herein, no Request may be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders made under this Section 2.3 (provided, however, within 90 days after the effective date of a Registration Statement filed by the Company covering a firm commitment Underwritten Offering in which the Holders of Registrable Securities shall have been entitled to join pursuant to this Agreement and in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been requested. Demands for S-3 Registrations will not be deemed to be Demand Registrations and there is no limitation on the number of S-3 Registrations that the Company shall not utilize this right more than once in any twelve (12) month period); (iv) if the Company has already effected two (2) registrations on Form S-3 for the Holders is obligated to effect. The registration rights granted pursuant to the provisions of this Section 2.3; or (v2.3(a) if the Company would shall be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; and (c) subject addition to the foregoing, registration rights granted pursuant to the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt provisions of the request or requests of the holdersthis Section 2.

S-3 Registration. (a) In case the event Company shall receive, at any time and from time to time after the Company is eligible to use Form S-3, from any Holder or Holders a written request or requests (the "S-3 Demand Request") that the Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such holder Holder or holdersHolders, the Company willshall: (ai) promptly give written notice of the proposed registration within ten (10) days of notice thereofregistration, and any related qualification or compliance, to all other Holders;; and (bii) prepare and file as soon as practicable, and in any event within thirty (30) calendar days after the receipt of the S-3 Demand Request, a registration statement on Form S-3 and use its best efforts to, as soon as practicable, effect such registration and all such qualifications and 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 Holder or holders Holders joining in such request as are specified in a written request given within fifteen twenty (1520) calendar days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.3: (i) if the Company Form S-3 is not a registrant entitled to use Form S-3 available for such an offering by such the Holders; (ii) if the Holders, together with the Holders holders of any other securities of the Company entitled to inclusion and electing to be included in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; or (iii) if the Company shall furnish to the Holders a certificate signed by the President Chief Executive Officer 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 stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 sixty (60) calendar days after receipt of the request of the Holder or Holders under this Section 2.3 (provided, however, that the Company shall not utilize this right more than once in any twelve (12) -month period); (iv) if the Company has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) if 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; and (c) subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders.

S-3 Registration. In a. Subject to Section 2.3(b), if at any time (i) one or more Holders of Registrable Securities request (the event "S-3 Request") that the Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company to effect file a registration statement on Form S-3 and or any related qualification or compliance with respect to all or successor form thereto for a part of the Registrable Securities owned by such holder or holders, the Company will: (a) give written notice of the proposed registration within ten (10) days of notice thereof, and any related qualification or compliance, to all other Holders; (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution public offering of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such any portion of the shares of Registrable Securities of any other holder or holders joining in such request as are specified in a written request given within fifteen held by it and (15ii) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: (i) if the Company is not a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, as expeditiously as possible following such S-3 Request, use its reasonable best efforts to register under the 1933 Act on Form S-3 or any successor form thereto, for such an offering by such Holders; (ii) if the Holders, together public sale in accordance with the intended methods of disposition specified in such Request or any subsequent requests (including, without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request and any subsequent requests; provided, that if such registration is for an Underwritten Offering, the terms of Section 2.1(b) shall apply (and any reference to "Demand Registration" therein shall, for purposes of this Section 2.3, instead be deemed a reference to "S-3 Registration"). Whenever the Company is required by this Section 2.3 to use its reasonable best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(a) and 2.1(d) (including but not limited to the requirements that the Company (A) notify all Holders of Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to participate in the offering and (B) use its best efforts to have such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any other securities of the Company entitled to inclusion reference in such registrationSections 2.1(a) and 2.1(d) to "Demand Registration" shall, propose for purposes of this Section 2.3, instead be deemed a reference to sell Registrable Securities and such other securities "S-3 Registration"). If the sole or lead managing Underwriter (if any) at an aggregate price or the Required Holders of the Registration shall advise the Company in writing that in its opinion additional disclosure not required by Form S-3 is of material importance to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President success of the Company stating thatoffering, in then such Registration Statement shall include such additional disclosure. There is no limitation on the good faith judgment number of the Board of Directors of the Company, it would be detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.3 (provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period); (iv) if the Company has already effected two (2) registrations on Form S-3 for the Holders Incidental Registrations pursuant to this Section 2.3; or (v) if 2.3 which the Company would be required is obligated to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; and (c) subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holderseffect.

S-3 Registration. In (a) Subject to the event that terms and conditions of this Agreement, on or after the 60th day after the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the 60th day after the closing of such purchase) until the first anniversary of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase), any S-3 Purchaser may make one (1) written request to the Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company to effect a for registration on Form S-3 and or any related qualification or compliance with respect to all or a part successor thereto under the Securities Act of the sale of Registrable Securities owned held by such holder S-3 Purchaser (the "S-3 Registration"); provided that (i) the Company is a registrant entitled to use Form S-3 or holdersany successor thereto to register such Registrable Securities, (ii) the Company shall not be obligated to effect any S-3 Registration unless the proceeds to be realized in connection with such S-3 Registration shall not reasonably be expected to be less than $1,000,000, (iii) the Company shall not be obligated to effect more than two (2) S-3 Registrations pursuant to this Agreement and (iv) the Company shall not be obligated to effect more than one (1) S-3 Registration pursuant to this Agreement within any 4-month period. Promptly following receipt of any request for an S-3 Registration under this Section 8.2.2(a), the Company will: (a) give written notice of the proposed registration within ten (10) days of notice thereof, shall immediately notify any S-3 Purchasers holding Registrable Securities from whom a request for an S-3 Registration has not been received and any related qualification or compliance, to all other Holders; (b) as soon as practicable, effect shall include in such registration and all S-3 Registration such qualifications and 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 such S-3 Purchasers may specify 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 given writing within fifteen (15) days 10 Business Days after receipt of such written notice from the Companynotice; provided, however, that the Company shall not be obligated to effect so notify any S-3 Purchaser or to so include such registrationS-3 Purchaser's Registrable Securities after the first year anniversary of the Closing Date (or, qualification in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase). The Company shall use its reasonable best efforts to cause such registration statement to become effective as soon as possible and remain effective for the period ending on the earlier of (i) 90 days from the date of effectiveness of said registration statement and (ii) the sale of all of Registrable Securities held by such Registering Purchasers. (b) The Company shall have the right to include its securities sold on its behalf or compliance pursuant to this Section 2.3on behalf of any other stockholder in any registration initiated as an S-3 Registration; provided that: (i) if such securities are of the Company is not a registrant entitled to use Form S-3 for same class as the Registrable Securities included in such an offering by such Holdersregistration; (ii) if the Holders, together with the Holders of any other securities of the Registrable Securities covered by such registration are sold in an underwritten offering, the Company entitled to inclusion or such other stockholder agrees in such registration, propose writing to sell its securities on the same terms and conditions as apply to the Registrable Securities being sold; and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; (iii) if any of the Registrable Securities covered by such registration are to be sold in an underwritten offering and the managing underwriter of such underwritten offering reasonably determines in good faith and advises the parties that the inclusion in such underwritten offering of all the securities proposed to be included in such offering would materially and adversely affect the success of the underwritten offering, then the Company shall furnish include in such registration (but only to the Holders extent of the number of securities that the Company is so advised can reasonably be sold in such offering), first all Registrable Securities duly requested to be registered in such S-3 Registration, second any securities the Company is required to register pursuant to the Registration Rights Agreement or Section 8.2.3, third any other securities held by Persons who received contractual registration rights with respect thereto prior to the date of this Agreement, fourth any securities that the Company wishes to register for its own account and fifth any securities held by Persons who received contractual registration rights with respect thereto after the date of this Agreement; in each case, determined on a certificate signed pro rata basis if there is more than one holder of such Registrable Securities or securities, as the case may be. Whenever a registration requested pursuant to this Section is for an underwritten offering, only securities which are to be distributed by the President underwriters may be included in the registration. (c) The Company shall have the right to select the managing underwriter to administer the S-3 Registration if such S-3 Registration is an underwritten offering. The Registering Purchasers and the Company shall enter into an underwriting agreement in such customary form as shall have been negotiated and agreed to by the Company with the underwriter or underwriters selected for such underwriting, provided that (x) the Registering Purchasers shall have the right to negotiate the economic terms of the offering and (y) such underwriting agreement shall be approved by the Registering Purchasers, such approval not to be unreasonably withheld or delayed. (d) Notwithstanding anything to the contrary in this Agreement, the Company stating thatwill be entitled to postpone the filing of a registration statement required to be filed by it pursuant to this Agreement for ninety (90) days, in if (i) at any time prior to the good faith judgment filing of such registration statement a majority of the Board of Directors of the CompanyCompany determines, it would be detrimental in its good faith business judgment, that such registration and offering is reasonably likely to materially interfere with or otherwise have a material adverse effect on any financing, acquisition, corporate reorganization or other material transaction or development involving the Company or any of its subsidiaries and its stockholders (ii) the Company gives the Registering Purchasers written notice of such postponement, provided that such postponements may not in any 365-day period occur more than once, and, provided further, that in the event of any such withdrawal or termination of effectiveness, such registration shall not act as a registration effected for purposes of Section 8.2.2(a). Any such notice need not specify the reasons for such Form S-3 registration to be effected at such timesuspension if a majority of the Board of Directors of the Company determines, in which its good faith business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. In the event of such postponement, the Company will file such registration statement as soon as practicable after it determines, in its good faith business judgment, that such registration and offering will not interfere with the matters described in the first sentence of this Section 8.2.2(d), but in no event more than ninety (90) days after that date that such registration statement would otherwise have been filed, provided that the Registering Purchasers shall have the right to defer withdraw their request for S-3 Registration by giving written notice to the Company within ninety (90) days of receipt of the notice of postponement, and in the event of such withdrawal, the request so withdrawn shall be deemed to have not been made. (e) Each Registration Statement in respect of an S-3 Registration will be for the offering and sale of such Registrable Securities on such basis as the Registering Purchasers reasonably request; provided, however, that, except as expressly set forth herein, the Company shall not be required to register such Registrable Securities on a continuous or delayed basis pursuant to Rule 415 under the Securities Act. (f) The Company shall promptly prepare and file with the Commission such amendments to the registration statements as may be necessary to keep such registration statements effective in accordance with this Section 8.2.2. (g) Notwithstanding anything to the contrary in this Agreement, if at any time after the filing of a registration statement, before or after it is declared effective by the Commission, a majority of the Board of Directors of the Company determines, in its good faith business judgment, that such registration and the offering of Registrable Securities covered by such registration statement is reasonably likely to materially interfere with or otherwise have a materially adverse effect on any financing, acquisition, corporate reorganization or other material transaction or development involving the Company or any of its affiliates or require the Company to disclose matters that otherwise would not be required to be disclosed at such time, then the Company may require that no distribution of any Registrable Securities be initiated or continued, as the case may be (also, a "Blackout Period"), by giving written notice to the Registering Purchasers. Any such notice need not specify the reasons for such suspension if a majority of the Board of Directors of the Company determines, in its good faith business judgment, that doing so would interfere with or adversely affect such transaction or development. In the event that such notice is given, then until a majority of the Board of Directors of the Company has determined, in its good faith business judgment, that such registration and distribution would no longer materially interfere with the matters described in the preceding sentence and has given written notice thereof to the Registering Purchasers, the Company's obligations under this Article VIII will be suspended, provided, that such suspension shall not exceed the first to occur of (x) the filing of the Form S-3 Company's next filing with the Commission and (y) ninety (90) days. The Company shall extend the period of time the Company is required to maintain effective any registration statement for required pursuant to Section 8.2.2 by a period length of not more than 120 days after receipt time equal to the aggregate length of the request Blackout Periods. In the event of the Holder or Holders under this Section 2.3 (provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period); (iv) if the Company has already effected two (2) registrations on Form S-3 for the Holders suspension of a registration pursuant to this Section 2.3; or (v) if 8.2.2(g), the Company would Registering Purchasers shall be required entitled to qualify to do business or to execute a general consent to service of process in effecting withdraw from such registration, qualification or compliance; and (c) subject registration upon written notice to the foregoingCompany, and in the event of such withdrawal, the Company request so withdrawn shall file a registration statement covering the Registrable Securities and other securities so requested be deemed to be registered as soon as practicable after receipt of the request or requests of the holdershave not been made.

S-3 Registration. In 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 Common Stock, in the event that the Company receives shall receive from any Holder (together with its Affiliates) (the “S-3 Initiating Holder”) a written requests from a Holder or Holders of Registrable Securities, calling upon request that the Company to effect a registration register, under the Securities Act on Form S-3 and (or any related qualification or compliance with respect to successor form then in effect) (an “S-3 Registration”), all or a part portion of the Registrable Securities Common Stock owned by such holder or holdersS-3 Initiating Holder, the Company will: (a) shall give written notice of such request to all of the other Holders (other than S-3 Initiating Holder) at least twenty (20) Business Days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed registration and offer such other Holders the opportunity to register the number of shares of Common Stock as each other Holder may request in writing to Company, given within ten (10) days Business Days after their receipt from the Company of the written notice thereofof such registration. If requested by the S-3 Initiating Holder, such S-3 Registration shall be for an offering on a continuous basis pursuant to Rule 415 under the Securities Act. The Company shall use its reasonable best efforts to (x) cause such registration pursuant to this SECTION 2.5(a) to become and any related qualification or compliance, to all other Holders; (b) remain effective as soon as practicable, effect such registration and all such qualifications and 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 but 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 given within fifteen event not later than forty-five (1545) days after receipt of it receives a request therefor and (y) include in such written notice from offering the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: (i) if the Company is not a registrant entitled to use Form S-3 for such an offering by such Holders; (ii) if the Holders, together with the Holders of any other securities Common Stock of the Company entitled other Holders (other than S-3 Initiating Holder) (the “S-3 Non-Initiating Holders”) who have requested in writing to inclusion participate in such registration, propose to sell Registrable Securities S-3 Registration on the same terms and such other securities (if any) at an aggregate price to conditions as the public (net of any underwriters' discounts or commissions) of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President Stock of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.3 (provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period); (iv) if the Company has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) if 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; and (c) subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holdersInitiating Holder.

S-3 Registration. In the event that (a) After its initial public offering of Common Stock, the Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company shall use its commercially reasonable efforts to effect a qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for use of Form S-3, in addition to the rights contained in Sections 2 and any related 3, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders). The Company shall use commercially reasonable efforts to effect such Registration as soon as practicable (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities laws); and shall keep such Registration continuously effective until the earlier of (i) the date on which all shares of Registrable Stock have been sold pursuant to such registration statement or compliance with respect Rule 144 and (ii) the date on which, in the reasonable opinion of counsel to the Company, all or a part of the Registrable Securities owned by such holder or holders, the Company will: (a) give written notice of the proposed registration within ten (10) days of notice thereof, and any related qualification or compliance, to all other Holders; (b) as soon as practicable, effect such registration and all such qualifications and compliances as Stock 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 sold in such requestaccordance with Rule 144(k), 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 given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: registration (i) if the Company is not a registrant entitled to use Form S-3 for such an offering by such Holders; (ii) if the Holders, together with the Holders holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; , (ii) in the circumstances described in the proviso to the first paragraph of Section 2(a), (iii) if, in connection with a Demand Registration under Section 2, the Company shall furnish the certification described in the second paragraph of Section 2(a) (but subject to the limitations set forth therein) or (iv) if, in a given twelve-month period, the Company has effected one such registration in such period. Notwithstanding the foregoing, the Company shall have the right (the "S-3 Suspension Right") (i) to defer such filing or suspend sales under any filed registration statement for up to 60 days during any period of 365 days or (ii) defer the updating of any filed registration statement and suspend sales thereunder at any time or from time to time, for a period of not more than 60 days during any period of 365 days, if the Company shall furnish to the Holders a certificate signed by the President an executive officer or any trustee of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company and its stockholders for shareholders to file such Form S-3 registration to be effected statement or amendment thereto at such time, in which event time (or continue sales under a filed registration statement) and therefore the Company shall have the right has elected to defer the filing of the Form S-3 such registration statement for (or suspend sales under a period of not more than 120 days after receipt of the request of the Holder or Holders filed registration statement). (b) The Holders' rights under this Section 2.3 4 shall terminate upon the earlier to occur of (providedi) the fifth anniversary of the date of the closing of an underwritten initial public 6 SERIES BB REG. RIGHTS AGREE. offering of the Common Stock and (ii) the date on which, however, that in the Company shall not utilize this right more than once in any twelve (12) month period); (iv) if the Company has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) if the Company would be required to qualify to do business or to execute a general consent to service reasonable opinion of process in effecting such registration, qualification or compliance; and (c) subject counsel to the foregoingCompany, the Company shall file a registration statement covering all of the Registrable Securities and other securities so requested to Stock may be registered as soon as practicable after receipt of the request or requests of the holderssold in accordance with Rule 144(k).

S-3 Registration. In the event that any of the Company receives written requests from a Holder or Holders elect to dispose of Registrable Securities, calling upon Securities under a Registration Statement pursuant to an Underwritten Offering and reasonably expect gross proceeds of at least $25 million (determined by multiplying the Company to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part number of the Registrable Securities owned by the average of the closing price on the NYSE, OTC Bulletin Board, Pink OTC Markets or any similar interdealer quotation system if the Company is not listed on the NYSE, for the Common Units for the ten trading days preceding the date of such holder or holdersnotice) from such Underwritten Offering (together with any Registrable Securities to be disposed of by a Selling Holder who has elected to participate in such Underwritten Offering pursuant to Section 2.02), the Company will: (a) give written notice shall, at the request of such Selling Holder(s), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the proposed registration within ten (10) days of notice thereofCompany with the Managing Underwriter or Underwriters selected by the Company, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and any related qualification or compliance, to all other Holders; (b) as soon as practicable, effect such registration and shall take all such qualifications and compliances other reasonable actions as may be so are requested and as would permit by the Managing Underwriter in order to expedite or facilitate the sale and distribution of all or such portion disposition 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 given within fifteen (15) days after receipt of such written notice from the CompanySecurities; provided, however, that the Company shall not be obligated have no obligation to effect facilitate or participate in, including entering into any underwriting agreement, more than an aggregate of three (3) Underwritten Offerings or one (1) Underwritten Offering in any twelve-month period requested by the Holders; provided, further, that if the Company is conducting or actively pursuing a securities offering with anticipated offering proceeds of at least $25 million (other than in connection with any at-the-market offering or similar continuous offering program), then the Company may suspend such registration, qualification or compliance Selling Holder’s right to require the Company to conduct an Underwritten Offering on such Selling Holder’s behalf pursuant to this Section 2.3: (i) if the Company is not a registrant entitled to use Form S-3 for such an offering by such Holders2.03; (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 (net of any underwriters' discounts or commissions) of less than $1,000,000; (iii) 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 of Directors of the Company, it would be detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.3 (provided, however, that the Company shall not utilize this may only suspend such Selling Holder’s right more than once in any twelve (12) month period); (iv) if to require the Company has already effected two (2) registrations on Form S-3 for the Holders to conduct an Underwritten Offering pursuant to this Section 2.3; or (v) if the Company would be required to qualify to do business or to execute a general consent to service of process 2.03 once in effecting such registration, qualification or compliance; and (c) subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holdersany six month period.

S-3 Registration. In If the event Company receives a request from Holders of at least [ten-thirty] percent ([10-30]%) of the Registrable Securities then outstanding that the Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company to effect a registration on Form S-3 and any related qualification or compliance S‑3 with respect to all or a part of the Registrable Securities owned by such holder or holdersInitiating Holders, then the Company willshall: (a) give written notice of the proposed registration within ten (10) days after the date such request is given, give notice of notice thereof, and any related qualification or compliance, the proposed registration to all Holders other Holders;than the Initiating Holders (the “S‑3 Notice”); and (b) as soon as practicable, use its commercially reasonable efforts to effect such registration and all such qualifications and 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 Initiating 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 Holders joining in such request as are specified in a written request given to the Company within fifteen (15) days after receipt of such written notice from the CompanyS‑3 Notice is given; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance registration pursuant to this Section 2.3: 2.3 (i) if the Company Form S‑3 is not a registrant entitled to use Form S-3 then available for such an offering by such the Holders; (ii) if the Holders, together with the Holders holders of any other securities of the Company entitled to and requesting inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissionsSelling Expenses) of less than $1,000,000[1-5 million]15; (iii) if the Company shall furnish furnishes to the Holders a certificate signed by the President chief executive officer of the Company stating that, that in the good good-faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Form S-3 S‑3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 S‑3 registration statement for a period of not more than 120 [30-120]16 days after receipt of the request of the Holder or Initiating Holders under this Section 2.3 (2.3; provided, however, that the Company shall not utilize invoke this right more than once [once] in any twelve (12) month period[; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such [thirty (30) - one hundred twenty (120)] day period other than pursuant to a registration relating to the sale of securities to employees of the Company pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered]; [or] (iv) if the Company has has, within the twelve (12) month period preceding the date of such request, already effected two (2) [two] registrations on Form S-3 S‑3 for the Holders pursuant to this Section 2.3[; or (v) if during the Company would be required to qualify to do business or to execute period ending one hundred eighty (180) days after the effective date of a general consent to service of process in effecting such registration, qualification or compliance; andregistration made under Section 2.2 hereof].17 (c) subject Registrations effected pursuant to the foregoing, the Company this Section 2.3 shall file a not be counted as demands for registration statement covering the Registrable Securities and other securities so requested or registrations effected pursuant to be registered as soon as practicable after receipt of the request or requests of the holdersSection 2.1.

S-3 Registration. In case the event Company shall receive from the ---------------- Initiating Holders a written request or requests that the Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such holder or holdersHolders, the Company will: (a) promptly give written notice of the proposed registration within ten (10) days of notice thereofregistration, and any related qualification or compliance, to all other Holders;; and (b) as soon as practicable, and in any event within 30 days of the receipt of such notice, file a registration statement on Form S-3, or a post- effective amendment thereto and effect such registration and all such other qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution (through market transactions using brokers, in a firm commitment underwriting, in negotiated transactions or otherwise) 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 Holder or holders Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.31.3: (i) if the Company Form S-3 is not a registrant entitled to use Form S-3 available for such an offering by such the Holders; (ii) if the Holders, together with the Holders holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,0002,500,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, it would be (because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond the Company's control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 60 days after receipt of the request of the Holder or Holders under this Section 2.3 (1.3; provided, however, that the Company shall not utilize exercise this right more than once in any twelve (12) month period); (iv) if the Company has has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.31.3; (v) during the period described in Section 1.2(e)(ii); or (vvi) if 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; and. (c) subject Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holdersHolders and shall keep it continuously effective for a period of not less than 120 days or, if shorter, until such Registrable Securities have been sold pursuant thereto.

S-3 Registration. In the event that the Company receives written requests from a any Holder or Holders elects to dispose of Registrable Securities, calling upon the Company Securities under a Registration Statement pursuant to effect a registration on Form S-3 an Underwritten Offering and reasonably expects gross proceeds of at least $100 million from such Underwritten Offering (together with any related qualification or compliance with respect to all or a part of the Registrable Securities owned to be disposed of by a Selling Holder who has elected to participate in such holder or holdersUnderwritten Offering pursuant to Section 2.02), the Company will: (a) give written notice shall, at the request of such Selling Holder(s), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the proposed registration within ten (10) days of notice thereofCompany with the Managing Underwriter or Underwriters selected by the Company, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and any related qualification or compliance, to all other Holders; (b) as soon as practicable, effect such registration and shall take all such qualifications and compliances other reasonable actions as may be so are requested and as would permit by the Managing Underwriter in order to expedite or facilitate the sale and distribution of all or such portion disposition 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 given within fifteen (15) days after receipt of such written notice from the CompanySecurities; provided, however, that the Company shall not be obligated have no obligation to effect facilitate or participate in, including entering into any underwriting agreement, more than two Underwritten Offerings requested by Stonepeak and its Affiliates and more than one Underwritten Offering requested by each of [ ]4; provided, further, that if the Company is conducting or actively pursuing a securities offering with anticipated offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), then the Company may suspend such registration, qualification or compliance Selling Holder’s right to require the Company to conduct an Underwritten Offering on such Selling Holder’s behalf pursuant to this Section 2.3: (i) if the Company is not a registrant entitled to use Form S-3 for such an offering by such Holders2.03; (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 (net of any underwriters' discounts or commissions) of less than $1,000,000; (iii) 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 of Directors of the Company, it would be detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.3 (provided, however, that the Company shall not utilize this may only suspend such Selling Holder’s right more than once in any twelve (12) month period); (iv) if to require the Company has already effected two (2) registrations on Form S-3 for the Holders to conduct an Underwritten Offering pursuant to this Section 2.3; or (v) if the Company would be required to qualify to do business or to execute a general consent to service of process 2.03 once in effecting such registration, qualification or compliance; and (c) subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holdersany six month period.

S-3 Registration. In the event that the Company receives written requests requests, from a Holder any Investor or Holders Investors of not less than twenty percent (20%) of the Registrable SecuritiesSecurities then outstanding, calling upon the Company to effect a registration on Form S-3 and any related qualification the Company or compliance with respect successors thereto is a registrant entitled to all or a part of the use Form S-3 to register such Registrable Securities owned by such holder or holdersSecurities, the Company will: (ai) give written notice of the proposed registration within ten (10) days of notice thereof, and any related qualification or compliance, to all other HoldersInvestors; (bii) as soon as practicable, effect such registration and all such qualifications and 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 Investor’s or Holders' Investors’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder Investor or holders Investors joining in such request as are specified in a written request to the Company given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: 2(a): (i) if the Company is not a registrant entitled to use Form S-3 for such an offering by such Holdersany Investor; (ii) if the HoldersInvestors, together with the Holders Investors 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 (net of any underwriters' ’ discounts or commissions) of less than $1,000,000; (iii) if the Company shall furnish to the Holders Investors 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 detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder Investor or Holders Investors under this Section 2.3 2(a) (provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period); (iv) if the Company has already effected two (2) registrations on Form S-3 for the Holders Investors pursuant to this Section 2.32(a); or (v) if 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; and (ciii) subject Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holdersInvestors.

S-3 Registration. In case the event Company shall receive from the Initiating ---------------- Holders a written request or requests that the Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such holder or holdersHolders, the Company will: (a) promptly give written notice of the proposed registration within ten (10) days of notice thereofregistration, and any related qualification or compliance, to all other Holders;; and (b) as soon as practicable, and in any event within 30 days of the receipt of such notice, file a registration statement on Form S-3, or a post- effective amendment thereto and effect such registration and all such other qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution (through market transactions using brokers, in a firm commitment underwriting, in negotiated transactions or otherwise) 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 Holder or holders Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.31.3: (i) if the Company Form S-3 is not a registrant entitled to use Form S-3 available for such an offering by such the Holders; (ii) if the Holders, together with the Holders holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,0002,500,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, it would be (because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond the Company's control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 60 days after receipt of the request of the Holder or Holders under this Section 2.3 (1.3; provided, however, that the Company shall not utilize exercise this right more than once in any twelve (12) month period); (iv) if the Company has has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.31.3; or (v) if 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; and. (c) subject Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holdersHolders and shall keep it continuously effective for a period of not less than 120 days or, if shorter, until such Registrable Securities have been sold pursuant thereto.

S-3 Registration. In case the event Company shall receive from any Holder or Holders a written request or requests that the Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such holder Holder or holdersHolders, the Company will: (a) promptly give written notice of the proposed registration within ten (10) days of notice thereofregistration, and any related qualification or compliance, to all other Holders;; and (b) as soon as practicable, and in any event within 30 days of the receipt of such notice, file a registration statement on Form S-3 and effect such registration and all such other qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution sale, distribution, transfer or hedging (through market transactions using brokers, in a firm commitment underwriting, in negotiated transactions or otherwise) 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 Holder or holders Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: 3: (i) if the Company Form S-3 is not a registrant entitled to use Form S-3 available for such an offering by such the Holders; ; (ii) if the Holders, together with the Holders holders of any other securities of the Company entitled to inclusion in such registration, propose to sell register Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; 20 million; (iii) if the Company shall furnish to has, within the Holders 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 detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.3 (provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period); (iv) if period preceding the Company has date of such request, already effected two three (23) registrations on Form S-3 for the Holders pursuant to this Section 2.31.3; or or (viv) if 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; and. (c) subject Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holdersHolders and shall keep it continuously effective until such Registrable Securities have been sold pursuant thereto.

S-3 Registration. In the event that the Company receives written requests from a any Holder or Holders elects to dispose of Registrable Securities, calling upon the Company Securities under a Registration Statement pursuant to effect a registration on Form S-3 an Underwritten Offering and any related qualification either (i) reasonably expects gross proceeds of at least $50 million from such Underwritten Offering or compliance with respect to all or a part (ii) reasonably expects gross proceeds of at least $25 million from such Underwritten Offering and such Registrable Securities represent 100% of the then outstanding Registrable Securities owned held by such holder or holdersthe applicable Selling Holder and Affiliates, the Company will: (a) give shall, at the written notice request of such Selling Holder(s), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the proposed registration within ten (10) days of notice thereofCompany with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and any related qualification or complianceto the extent provided in Section 2.07, to all other Holders; (b) as soon as practicable, effect such registration “lock-up” arrangements and shall take all such qualifications and compliances other reasonable actions as may be so are requested and as would permit by the Managing Underwriter or Underwriters in order to expedite or facilitate the sale and distribution of all or such portion disposition 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 given within fifteen (15) days after receipt of such written notice from the CompanySecurities; provided, however, that the Company shall not have no obligation to facilitate or participate in, including entering into any underwriting agreement for, more than two Underwritten Offerings in any 365-day period; provided, further, that none of the foregoing Underwritten Offerings above shall occur within 180 days of each other. The Managing Underwriter or Underwriters of any Underwritten Offering shall be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: (i) if selected by the Company is not a registrant entitled to use Form S-3 for such an offering by such Holders; (ii) if the Holders, together after consultation with the Holders of any other securities a majority of the Company entitled to inclusion Registrable Securities included in such registrationUnderwritten Offering; provided, propose to sell Registrable Securities and that such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; (iii) 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 of Directors of the Company, it would be detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing select at least one of the Form S-3 registration statement for Managing Underwriters of such Underwritten Offering; provided, further, that in the event that any Underwritten Offering has only one Underwriter, the Holders of a period of not more than 120 days after receipt majority of the request Registrable Securities included in such Underwritten Offering shall propose three or more nationally prominent firms of investment bankers reasonably acceptable to the Holder Company to act as such Underwriter in connection with such Underwritten Offering, from which the Company shall select such Underwriter. If the Company or Holders under any of its Affiliates is (A) conducting or actively pursuing an acquisition, merger, reorganization, disposition or other similar transaction, (B) conducting or actively pursuing a securities offering of shares of Company Common Stock with anticipated gross offering proceeds of at least $50 million (other than in connection with any at-the-market offering or similar continuous offering program) or (C) in possession of material non-public information affecting the Company Common Stock that Company has reasonably determined, after consultation with its outside legal counsel, should not be publicly disclosed at that time, then the Company may suspend such Selling Holder’s right to require the Company to conduct an Underwritten Offering on such Selling Holder’s behalf pursuant to this Section 2.3 (2.02; provided, howeverfurther, that the Company shall not utilize this may only exercise its right more than once in any twelve (12) month period); (iv) if to suspend such Selling Holder’s right to require the Company has already effected two (2) registrations on Form S-3 for the Holders to conduct an Underwritten Offering pursuant to this Section 2.3; 2.02, together with any exercise of its delay rights pursuant to Section 2.01(b), once in any six-month period and in no event may it exercise any such rights for a period that exceeds an aggregate of 90 days in any 180-day period or (v) if the Company would be required to qualify to do business or to execute a general consent to service of process 120 days in effecting such registration, qualification or compliance; and (c) subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders.any 365-day period

S-3 Registration. In the event If at any time (i) any Majority Investor Holder requests that the Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company to effect file a registration statement on Form S-3 and or any related qualification or compliance with respect to all or successor form thereto for a part of the Registrable Securities owned by such holder or holders, the Company will: (a) give written notice of the proposed registration within ten (10) days of notice thereof, and any related qualification or compliance, to all other Holders; (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution public offering of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such any portion of the shares of Registrable Securities of any other holder or holders joining in held by such request as are specified in a written request given within fifteen Majority Investor Holder, and (15ii) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: (i) if the Company is not a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, as expeditiously as possible following such Request, use its best efforts to register under the Securities Act on Form S-3 or any successor form thereto, for such an offering by such Holders; (ii) if the Holders, together public sale in accordance with the Holders intended methods of any other securities of the Company entitled to inclusion disposition specified in such registrationRequest or any subsequent requests (including, propose to sell without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request and any subsequent requests; provided that if such other securities registration is for an Underwritten Offering, the terms of Sections 2.1(b) and 2.1(d) shall apply (and any reference to “Demand Registration” therein shall, for purposes of this Section 2.3, instead be deemed a reference to “S-3 Registration”). If the sole or lead managing Underwriter (if any) at an aggregate price or the Majority Investor Holders of the Registration shall advise the Company in writing that in its opinion additional disclosure not required by Form S-3 is of material importance to the public (net success of any underwriters' discounts or commissions) of less than $1,000,000; (iii) if the offering, then such Registration Statement shall include such additional disclosure. Whenever the Company shall furnish is required by this Section 2.3 to use its best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(a) and 2.1(e) (including but not limited to the Holders a certificate signed by the President of requirements that the Company stating that, (A) notify all Holders of Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to participate in the good faith judgment offering and (B) use its best efforts to have such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any reference in such Sections 2.1(a) and 2.1(e) to “Demand Registration” shall, for purposes of the Board of Directors of the Companythis Section 2.3, it would instead be detrimental deemed a reference to “S-3 Registration”). Notwithstanding anything to the Company and its stockholders for such Form S-3 registration to contrary contained herein, no Request may be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders made under this Section 2.3 (provided, however, within 90 days after the effective date of a Registration Statement filed by the Company covering a firm commitment Underwritten Offering in which the Holders of Registrable Securities shall have been entitled to join pursuant to this Agreement and in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been requested. Demands for S-3 Registrations will not be deemed to be Demand Registrations and there is no limitation on the number of S-3 Registrations that the Company shall not utilize this right more than once in any twelve (12) month period); (iv) if the Company has already effected two (2) registrations on Form S-3 for the Holders is obligated to effect. The registration rights granted pursuant to the provisions of this Section 2.3; or (v2.3(a) if the Company would shall be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; and (c) subject addition to the foregoing, registration rights granted pursuant to the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt provisions of the request or requests of the holdersthis Section 2.

S-3 Registration. In the event that the Company receives written requests from a any Holder or Holders elects to dispose of Registrable Securities, calling upon the Company Securities under a Registration Statement pursuant to effect a registration on Form S-3 an Underwritten Offering and any related qualification either (i) reasonably expects gross proceeds of at least $50 million from such Underwritten Offering or compliance with respect to all or a part (ii) reasonably expects gross proceeds of at least $25 million from such Underwritten Offering and such Registrable Securities represent 100% of the then outstanding Registrable Securities owned held by such holder or holdersthe applicable Selling Holder and Affiliates, the Company will: (a) give shall, at the written notice request of such Selling Holder(s), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the proposed registration within ten (10) days of notice thereofCompany with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and any related qualification or complianceto the extent provided in Section 2.07, to all other Holders; (b) as soon as practicable, effect such registration “lock-up” arrangements and shall take all such qualifications and compliances other reasonable actions as may be so are requested and as would permit by the Managing Underwriter or Underwriters in order to expedite or facilitate the sale and distribution of all or such portion disposition 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 given within fifteen (15) days after receipt of such written notice from the CompanySecurities; provided, however, that the Company shall not have no obligation to facilitate or participate in, including entering into any underwriting agreement for, more than two Underwritten Offerings in any 365-day period; provided, further, that none of the foregoing Underwritten Offerings above shall occur within 180 days of each other. The Managing Underwriter or Underwriters of any Underwritten Offering shall be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: (i) if selected by the Company is not a registrant entitled to use Form S-3 for such an offering by such Holders; (ii) if the Holders, together after consultation with the Holders of any other securities a majority of the Company entitled to inclusion Registrable Securities included in such registrationUnderwritten Offering; provided, propose to sell Registrable Securities and that such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; (iii) 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 of Directors of the Company, it would be detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing select at least one of the Form S-3 registration statement for Managing Underwriters of such Underwritten Offering; provided, further, that in the event that any Underwritten Offering has only one Underwriter, the Holders of a period of not more than 120 days after receipt majority of the request Registrable Securities included in such Underwritten Offering shall propose three or more nationally prominent firms of investment bankers reasonably acceptable to the Holder Company to act as such Underwriter in connection with such Underwritten Offering, from which the Company shall select such Underwriter. If the Company or Holders under any of its Affiliates is (A) conducting or actively pursuing an acquisition, merger, reorganization, disposition or other similar transaction, (B) conducting or actively pursuing a securities offering of shares of Company Common Stock with anticipated gross offering proceeds of at least $50 million (other than in connection with any at-the-market offering or similar continuous offering program) or (C) in possession of material non-public information affecting the Company Common Stock that Company has reasonably determined, after consultation with its outside legal counsel, should not be publicly disclosed at that time, then the Company may suspend such Selling Holder’s right to require the Company to conduct an Underwritten Offering on such Selling Holder’s behalf pursuant to this Section 2.3 (2.02; provided, howeverfurther, that the Company shall not utilize this may only exercise its right more than once in any twelve (12) month period); (iv) if to suspend such Selling Holder’s right to require the Company has already effected two (2) registrations on Form S-3 for the Holders to conduct an Underwritten Offering pursuant to this Section 2.3; 2.02, together with any exercise of its delay rights pursuant to Section 2.01(b), once in any six-month period and in no event may it exercise any such rights for a period that exceeds an aggregate of 90 days in any 180-day period or (v) if the Company would be required to qualify to do business or to execute a general consent to service of process 120 days in effecting such registration, qualification or compliance; and (c) subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holdersany 365-day period.

S-3 Registration. In the event that At any time after the Company receives written requests from becomes eligible to file a Holder Registration Statement on Form S-3 (or Holders of Registrable Securitiesany successor form relating to secondary offerings), calling upon Abbott may request the Company Company, in writing, to effect a the registration on Form S-3 and any related qualification (or compliance with respect to such successor form), of Registrable Securities having an aggregate offering price of at least $500,000 (based on the then current public market price). If the underwriter (if any) managing the offering determines that, because of marketing factors, all or a part of the Registrable Securities owned shares requested to be registered by such holder or holdersAbbott and other stockholders may not be included in the offering, then Abbott and the other stockholders who have requested registration shall participate in the registration pro rata in the same manner described in Section 1(a)(ii) above. Thereupon, the Company will: shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 (aor such successor form) give written notice of the proposed registration within ten (10) days of notice thereof, and any related qualification or compliance, to all other Holders; (b) as soon as practicable, effect such registration and all such qualifications and 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 which the Registrable Securities of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the CompanyCompany has been requested to so register; provided, however, that Abbott agrees to sell such Registrable Securities in the same manner and on the same terms and conditions (including underwriting, indemnification and lock-up provisions) as the other holders of securities which the Company proposes to register. The right to request registration on Form S-3 pursuant to this Section 1(b) may not be exercised more than four (4) times by Abbott with respect to any Common Stock issuable upon conversion of the Series E Preferred and may not be exercised more than four (4) times by Abbott with respect to any Common Stock issuable upon conversion of the Series E-1 Preferred. The Company shall not be obligated required to effect include any Registrable Securities in such registration, qualification or compliance pursuant to this Section 2.3: (i) if registration unless Abbott accepts the terms of the underwriting as agreed upon between the Company is not a registrant entitled and the underwriters selected by it (provided that such terms must be consistent with this Agreement and are applicable to use Form S-3 for such an other stockholders offering by such Holders; (ii) if the Holders, together with the Holders of any other securities of the Company entitled to inclusion their shares in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; (iii) 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 of Directors of the Company, it would be detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.3 (provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period); (iv) if the Company has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) if 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; and (c) subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders.

S-3 Registration. In (i) If at any time after the event date hereof (i) any Investor requests (a “S-3 Request”) that the Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company to effect file a registration statement on Form S-3 and or any related qualification or compliance with respect to successor form thereto for a public offering of all or a part any portion of the shares of Registrable Securities held by such Investor or Investors, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000 or, if the foregoing is not satisfied, all of the Registrable Securities owned held by such holder or holders, the Company will: Investors making the S-3 Request are included in the S-3 Registration and (aii) give written notice of the proposed registration within ten (10) days of notice thereof, and any related qualification or compliance, to all other Holders; (b) as soon as practicable, effect such registration and all such qualifications and 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 given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: (i) if the Company is not a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, prepare and, as soon as practicable, but in no event later than the S-3 Filing Deadline, file with the SEC a Shelf Registration Statement on Form S-3 covering the resale of all of the Registrable Securities, provided that such Shelf Registration Statement shall register for resale at least the number of shares of Common Stock equal to the Required Shelf Registration Amount as of the date such Shelf Registration Statement is initially filed with the SEC; provided, that if such registration is for an Underwritten Offering, the terms of Sections 2(a)(ii) and 2(a)(iv)2(a)(iv) shall alternatively apply (and any reference to “Demand Registration” therein shall, for purposes of this Section 2(c), instead be deemed a reference to “S-3 Registration”), and provided further, that such request for an Underwritten Offering on Form S-3 shall be deemed a Demand Registration and subject to the limitations for purposes of Section 2(a)(iii). Such Shelf Registration Statement, and each other Shelf Registration Statement required to be filed pursuant to the terms of this Agreement (to the extent such Shelf Registration is not in connection with an Underwritten Offering), shall contain (except if otherwise directed by the Required Investors) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have such Shelf Registration Statement, and each other Shelf Registration Statement required to be filed pursuant to the terms of this Agreement, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline for such an offering Shelf Registration Statement. Whenever the Company is required by this Section 2(c) to use its best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2(a)(i) and 2(a)(v)2(a)(v) (including but not limited to the requirements that the Company (A) notify all Investors of Registrable Securities from whom such Holders; (ii) if the Holders, together Request for registration has not been received and provide them with the Holders of opportunity to participate in the offering and (B) use its best efforts to have such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any other securities of the Company entitled to inclusion reference in such registrationSections 2(a)(i) and 2(a)(v)2(a)(v) to “Demand Registration” shall, propose for purposes of this Section 2(c), instead be deemed a reference to sell Registrable Securities and such other securities “S-3 Registration”). If the sole or lead managing Underwriter (if any) at an aggregate price or the Required Investors of the Registration shall advise the Company in writing that in its opinion additional disclosure not required by Form S-3 is of material importance to the public (net success of any underwriters' discounts or commissions) of less than $1,000,000; (iii) if the Company offering, then such Registration Statement shall furnish include such additional disclosure. Notwithstanding anything to the Holders a certificate signed by the President of the Company stating thatcontrary contained herein, in the good faith judgment of the Board of Directors of the Company, it would no S-3 Request may be detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders made under this Section 2.3 (provided, however, that 2(c) within 90 days after the Effective Date of a Registration Statement filed by the Company covering a firm commitment Underwritten Offering in which the Investors of Registrable Securities shall not utilize have been entitled to join pursuant to this right more than once Agreement in any twelve (12which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been requested. Subject to the limitations set forth in Section 2(a)(iii) month period); (iv) if for an S-3 Request for an Underwritten Offering, there is no limitation on the Company has already effected two (2) registrations on Form number of such S-3 for the Holders Registration pursuant to this Section 2.3; or (v2(c) if which the Company would be required is obligated to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; and (c) subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holderseffect.

S-3 Registration. (a) In the event that the Company receives written requests Parent shall receive from a any Holder or Holders of Registrable Securities, calling upon (the Company to "S-3 Initiating Holders") a written request or requests that Parent effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such holder Holder or holdersHolders, then Parent shall, within 20 days after the Company will: (a) receipt thereof, give written notice of the proposed registration within ten (10) days of notice thereof, and any related qualification or compliance, such request to all other Holders; (b) Holders and shall, as soon as practicablepracticable and in any event within 60 days of receipt of any such request, effect file such registration Registration Statement and all such qualifications and 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 Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the CompanyParent; provided, however, that the Company Parent shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.3: : (i) if the Company Form S-3 is not a registrant entitled to use Form S-3 available for such an offering by such 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 (net of any underwriters' discounts or commissions) of less than $1,000,000; or (iii) 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 of Directors of the Company, it would be detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, any particular jurisdiction in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.3 (provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period); (iv) if the Company has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) if the Company Parent would be required to qualify to do business or to execute a general consent to service of process solely in effecting order to effect such registration, qualification or compliance; and. (cb) subject Registration pursuant to this Section 2.3 shall not be deemed to be a demand registration as described in Section 2.1 above. There shall be no limit on the foregoing, number of times the Company shall file a Holders may request registration statement covering the of Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holdersunder this Section 2.3.

S-3 Registration. In If at any time (i) the event Majority Holder(s) request that the Company receives written file a registration statement on S-3 or any successor form thereto registering the resale from time to time by the Holders of all of the Registrable Securities upon and following the exercise from time to time of the Warrants, and (ii) the Company is a registrant entitled to use S-3 or any successor form thereto to register the resale of such securities, then the Company shall, as expeditiously as possible following such Request, use commercially reasonable efforts to register under the Securities Act on S-3 or any successor form thereto, for public sale in accordance with the intended methods of disposition specified in such Request or any subsequent requests from (including, without limitation, by means of a Holder or Holders Shelf Registration) the resale of all of the Registrable Securities; provided, that if such registration is for an Underwritten Offering, the terms of Sections 2.01(b) and 2.01(d) shall apply (and any reference to “Demand Registration” therein shall, for purposes of this Section 2.03, instead be deemed a reference to “S-3 Registration”). Whenever the Company is required by this Section 2.03 to use commercially reasonable efforts to effect the registration of the resale of Registrable Securities, calling upon each of the procedures and requirements of Section 2.01(a) and 2.01(e) (including but not limited to the requirements that the Company (A) notify all Holders of Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to effect a participate in the offering and (B) use commercially reasonable efforts to have such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration on Form S-3 (and any related qualification or compliance with respect reference in such Sections 2.01(a) and 2.01(e) to all or “Demand Registration” shall, for purposes of this Section 2.03, instead be deemed a part reference to “S-3 Registration”). Notwithstanding anything to the contrary contained herein, no Request may be made under this Section 2.03 within 90 days after the effective date of a Registration Statement filed by the Company covering a firm commitment Underwritten Offering in which the Holders of Registrable Securities owned by such holder or holders, the Company will: (a) give written notice of the proposed registration within ten (10) days of notice thereof, and any related qualification or compliance, shall have been entitled to join pursuant to this Agreement in which there shall have been effectively registered all other Holders; (b) as soon as practicable, effect such registration and all such qualifications and 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 to which registration shall have been requested. There is no limitation on the number of S-3 Registrations that the Company is obligated to effect. The Company shall include as selling securityholders under the S-3 Registration Statement all or such portion Holders of the Registrable Securities who request in accordance with the procedures herein to be so included, and (by filing a prospectus supplement or supplements, if required by law or SEC rules) such other Holders of any other holder or holders joining in such Registrable Securities that so request as are specified in a written request given within fifteen (15) days from time to time after receipt the effectiveness of such written notice from S-3 Registration Statement, in each case after such Holder provides to the CompanyCompany such information as the Company shall request in accordance with Section 4.02. The registration rights granted pursuant to the provisions of this Section 2.03(a) shall be in addition to the registration rights granted pursuant to the other provisions of this Article II; provided, however, that the Company shall not be obligated if a S-3 Registration Statement has been filed and is effective with respect to effect any such registration, qualification or compliance pursuant to this Section 2.3: (i) if the Company is not a registrant entitled to use Form S-3 for such an offering by such 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 (net of any underwriters' discounts or commissions) of less than $1,000,000; (iii) 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 of Directors of the Company, it would be detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.3 (provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period); (iv) if the Company has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) if 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; and (c) subject to the foregoingSecurities, the Company shall file may satisfy its obligations with respect to a demand registration statement covering the with respect to such Registrable Securities by utilizing such S-3 Registration Statement if the offer and other securities so requested to sale of such Registrable Securities can be registered as soon as practicable after receipt of the request or requests of the holdersaccomplished thereunder.

S-3 Registration. In (a) If the event Company receives from the Holders of at least ten percent (10%) of the outstanding Registrable Securities a written request or requests that the Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such holder Holder or holdersHolders, the Company willshall: (ai) promptly give written notice of the proposed registration within ten (10) days of notice thereofregistration, and any related qualification or compliance, to all other Holders;; and (bii) subject to the conditions of this Section 2.3 and Section 2.4(b), use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and 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 Holders joining in such request as are specified in a written request given within fifteen (15) 20 days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: 2.3 under any of the following circumstances: (i1) if the Company Form S-3 is not a registrant entitled to use Form S-3 available for such an offering by such the Holders; ; (ii2) if the Holders, together with the Holders holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; ; (iii3) if the Company shall furnish to the Holders a certificate signed by the President Chief Executive Officer or Chairman of the Board of the Company stating that, that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.3 (2.3, provided, however, that the Company shall not utilize this right more than once in any twelve (12) -month period); (iv) if period and provided further, that the Company has already effected two shall not register any of its other equity securities during such ninety (290) registrations on Form S-3 for day period; (4) during the Holders period beginning sixty (60) days prior to the filing of a registration statement under the Securities Act pursuant to this Section 2.32.1 or Section 2.2, and ending one hundred eighty (180) days following the effective date of any such Registration Statement; or and (v5) if in any jurisdiction in which the Company would be required to qualify to do business business, where not otherwise required, or to execute a general consent to service of process in effecting such registration, qualification or compliance; and (c) compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holdersAct.

S-3 Registration. (a) In case the event Company shall receive from Initiating Holders a written request or requests that the Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such holder Holder or holdersHolders, the Company will: (a) will promptly give written notice of the proposed registration within ten (10) days of notice thereofregistration, and any related qualification or compliance, to all other Holders; (b) ; and as soon as practicable, and in any event within 30 days of the receipt of such notice, file a registration statement on Form S-3 and effect such registration and all such other qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution sale, distribution, transfer or hedging (through market transactions using brokers, in a firm commitment underwriting, in negotiated transactions or otherwise) of, subject to the provisions of Section 1.7, all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder Holder or holders Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: 1.2: (i) if the Company Form S-3 is not a registrant entitled to use Form S-3 available for such an offering by such the Holders; . (ii) if the Holders, together with the Holders holders of any other securities of the Company entitled to inclusion in such registration, propose to sell register Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' ’ discounts or commissions) of less than $1,000,000; 5 million. (iii) if the Company shall furnish to has, within the Holders 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 detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.3 (provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period); (iv) if period preceding the Company has date of such request, already effected two three (23) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or 1.2. (viv) if 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; and (c) subject . Subject to the foregoingforegoing and the provisions of Section 1.7 hereof, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holdersHolders and shall keep it continuously effective until such Registrable Securities have been sold pursuant thereto. (b) Notwithstanding the other provisions of this Section 1.2, the Company shall have the right to delay the filing of any registration statement on Form S-3 (an “S-3 Registration”) otherwise required to be prepared and filed by the Company pursuant to this Section 1.2, or to suspend the use of any S-3 Registration, for a period not in excess of 60 days (a “S-3 Blackout Period”) if the Company, in the good faith judgment of its Board of Directors, determines (because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond the Company’s control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration and distribution of the Registrable Securities to be covered by such S-3 Registration would be seriously detrimental to the Company and its stockholders, provided that the S-3 Blackout Period shall earlier terminate on the second business day following the completion or abandonment of the relevant financing, acquisition or other transaction or upon public disclosure by the Company or public admission by the Company of such material nonpublic information or such time as such material nonpublic information shall be publicly disclosed; and provided further, that the Company shall furnish to the Holders a certificate of an executive officer of the Company to the effect that an event permitting a S-3 Blackout Period has occurred (and no other reason need be given). The Company will promptly give the Holders written notice of such determination and an approximation of the period of the anticipated delay; provided, however, that the aggregate number of days included in all S-3 Blackout Periods during any consecutive 12 months shall not exceed 180 days. Each Holder agrees to cease all disposition efforts under such S-3 Registration with respect to Registrable Securities held by such Holder immediately upon receipt of notice of the beginning of any S-3

S-3 Registration. In If the event that the Company receives written requests Corporation shall receive from a any Holder or Holders of Registrable Securities, calling upon a written request or requests that the Company to Corporation effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the shares of Registrable Securities owned by such holder Holder or holdersHolders, the Company Corporation will: (a) promptly give written notice of the proposed registration within ten (10) days of notice thereofregistration, and any related qualification or compliance, to all other Holders;; and (b) as soon as practicable, effect file such registration and all such qualifications and 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' shares of Registrable Securities as are specified in such request, together with all or such portion of the shares of Registrable Securities of any other holder Holder or holders Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the CompanyCorporation; provided, however, that the Company Corporation shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.31.3: (i1) if the Company Form S-3 is not a registrant entitled to use Form S-3 available for such an offering by such the Holders; (ii2) if the Holders, together with the Holders holders of any other securities of the Company Corporation entitled to inclusion in such registration, propose to sell shares of Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; (iii3) if the Company Corporation shall furnish to the Holders a certificate signed by the President Chief Executive Officer of the Company Corporation stating that, that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company Corporation and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company Corporation shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.3 (1.3; provided, however, that the Company Corporation shall not utilize this right more than once twice or for periods aggregating more than ninety (90) days in any twelve (12) month 12)-month period); (iv4) if the Company has Corporation has, within the twelve (12)-month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.31.3; or (v5) if the Company would Holders initially making such request propose to dispose of shares of Registrable Securities that may be required disposed of without registration pursuant to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; and Rule 144 under the Act during any ninety (c) subject 90)-day period. Subject to the foregoing, the Company Corporation shall file a registration statement covering the shares of Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holdersHolders. Registrations prepared and filed pursuant to this Section 1.3 shall not be counted as requests for registration or registrations effected pursuant to Sections 1.1 or 1.2, respectively.

S-3 Registration. In case the event Company shall receive from the Initiating Holders a written request or requests that the Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such holder or holdersHolders, the Company will: (a) promptly give written notice of the proposed registration within ten (10) days of notice thereofregistration, and any related qualification or compliance, to all other Holders;; and (b) as soon as practicable, and in any event within 30 days of the receipt of such notice, file a registration statement on Form S-3, or a post- effective amendment thereto and effect such registration and all such other qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution (through market transactions using brokers, in a firm commitment underwriting, in negotiated transactions or otherwise) 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 Holder or holders Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.31.3: (i) if the Company Form S-3 is not a registrant entitled to use Form S-3 available for such an offering by such the Holders; (ii) if the Holders, together with the Holders holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,0002,500,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, it would be (because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond the Company's control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 60 days after receipt of the request of the Holder or Holders under this Section 2.3 (1.3; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period); (iv) if the Company has has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.31.3; or (v) if 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; and. (c) subject Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holdersHolders and shall keep it continuously effective for a period of not less than 120 days or, if shorter, until such Registrable Securities have been sold pursuant thereto.

S-3 Registration. In case the event Company shall receive from the Holders of at least twenty-five percent (25%) of the Registrable Securities a written request or requests that the Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such holder or holdersHolders, the Company will: (a) Within ten (10) days of the receipt of such request or requests, give written notice of the proposed registration within ten (10) days of notice thereofregistration, and any related qualification or compliance, to all other Holders;; and (b) as soon as practicable, and in any event within 60 days of the receipt of such notice(provided that the Company shall not be responsible for delays caused by the review by Holders of a registration statement) , file a registration statement on Form S-3, or a post-effective amendment thereto and effect such registration and all such other qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution (through market transactions using brokers, in a firm commitment underwriting, in negotiated transactions or otherwise) of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder Holder or holders Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.31.3: (i) if the Company Form S-3 is not a registrant entitled to use Form S-3 available for such an offering by such the Holders; (ii) if the Holders, together with the Holders holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' ’ discounts or commissions) of less than $1,000,000500,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President Chief Executive Officer of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 90 days after receipt of the request of the Holder or Holders under this Section 2.3 (1.3; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period); (iv) if the Company has already effected two (2) three registrations on Form S-3 for the Holders pursuant to this Section 2.31.3; or (v) if 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; and. (c) subject Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holdersHolders and shall keep it continuously effective for a period of not less than 120 days or, if shorter, until such Registrable Securities have been sold pursuant thereto.

S-3 Registration. In the event that the Company receives written requests from a Holder any one or more Holders elect to dispose of Registrable Securities, calling upon Securities that in the Company to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part aggregate constitute more than 5% of the Outstanding Common Shares under a Registration Statement pursuant to an Underwritten Offering and reasonably expect gross proceeds of at least $20 million (determined by multiplying the number of Registrable Securities owned by the average of the closing price on the NYSE, NASDAQ, OTC Bulletin Board, Pink OTC Markets or any similar interdealer quotation system, for the Common Shares for the ten trading days preceding the date of such holder or holdersnotice) from such Underwritten Offering (together with any Registrable Securities to be disposed of by a Selling Holder who has elected to participate in such Underwritten Offering pursuant to Section 2.02), the Company will: (a) give written notice shall, at the request of such Selling Holder(s), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the proposed registration within ten (10) days of notice thereofCompany with the Managing Underwriter or Underwriters selected by the Company, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and any related qualification or compliance, to all other Holders; (b) as soon as practicable, effect such registration and shall take all such qualifications and compliances other reasonable actions as may be so are requested and as would permit by the Managing Underwriter in order to expedite or facilitate the sale and distribution of all or such portion disposition 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 given within fifteen (15) days after receipt of such written notice from the CompanySecurities; provided, however, that the Company shall not be obligated have no obligation to effect facilitate or participate in, including entering into any underwriting agreement, more than an aggregate of two (2) Underwritten Offerings in any eighteen-month period requested by the Holders; provided, further, that if the Company is conducting or actively pursuing a securities offering with anticipated offering proceeds of at least $20 million (other than in connection with any at-the-market offering or similar continuous offering program), then the Company may suspend such registration, qualification or compliance Selling Holder’s right to require the Company to conduct an Underwritten Offering on such Selling Holder’s behalf pursuant to this Section 2.3: (i) if the Company is not a registrant entitled to use Form S-3 for such an offering by such Holders2.03; (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 (net of any underwriters' discounts or commissions) of less than $1,000,000; (iii) 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 of Directors of the Company, it would be detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.3 (provided, however, that the Company shall not utilize this may only suspend such Selling Holder’s right more than once in any twelve (12) month period); (iv) if to require the Company has already effected two (2) registrations on Form S-3 for the Holders to conduct an Underwritten Offering pursuant to this Section 2.3; or (v) if the Company would be required to qualify to do business or to execute a general consent to service of process 2.03 once in effecting such registration, qualification or compliance; and (c) subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holdersany six month period.

S-3 Registration. In If the event Company shall receive a written request ----------------- from Xxxxxxx that the Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part covering the registration of the Registrable Securities owned by such holder or holdersSecurities, then the Company willshall: (ai) promptly give written notice of the proposed registration within ten (10) days of notice thereofregistration, and any related qualification or compliance, to all other HoldersHolders having registration rights; (bii) as soon as practicable, effect such registration and all such qualifications and compliances compliance 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' the Registrable Securities as are specified in such requestowned by Xxxxxxx as of the date thereof, together with all or such portion of the Registrable Securities of any other holder or holders joining Holders having rights to join in such request as are specified in a written request given within fifteen thirty (1530) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.3: 1.4 (iA) if the Company Form S-3 is not a registrant entitled to use Form S-3 available for such an offering by such Holders; Xxxxxxx; (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 (net of any underwriters' discounts or commissions) of less than $1,000,000; (iiiB) if the Company shall furnish to the Holders Xxxxxxx a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders Xxxxxxx under this Section 2.3 (1.4, provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period); ; (ivC) if the Company has already effected two (2) S-3 registrations on Form S-3 for the Holders pursuant to this Section 2.31.4 and such registrations have been declared or ordered effective; or or (vD) if 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; and (c) subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders.

S-3 Registration. In a. Subject to Section 2.3(b), if at any time (i) one or more Holders of Registrable Securities request (the event “S-3 Request”) that the Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company to effect file a registration statement on Form S-3 and or any related qualification or compliance with respect to all or successor form thereto for a part of the Registrable Securities owned by such holder or holders, the Company will: (a) give written notice of the proposed registration within ten (10) days of notice thereof, and any related qualification or compliance, to all other Holders; (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution public offering of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such any portion of the shares of Registrable Securities of any other holder or holders joining in such request as are specified in a written request given within fifteen held by it and (15ii) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: (i) if the Company is not a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, as expeditiously as possible following such S-3 Request, use its reasonable best efforts to register under the 1933 Act on Form S-3 or any successor form thereto, for such an offering by such Holders; (ii) if the Holders, together public sale in accordance with the intended methods of disposition specified in such Request or any subsequent requests (including, without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request and any subsequent requests; provided, that if such registration is for an Underwritten Offering, the terms of Section 2.1(b) shall apply (and any reference to “Demand Registration” therein shall, for purposes of this Section 2.3, instead be deemed a reference to “S-3 Registration”). Whenever the Company is required by this Section 2.3 to use its reasonable best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(a) and 2.1(d) (including but not limited to the requirements that the Company (A) notify all Holders of Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to participate in the offering and (B) use its best efforts to have such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any other securities of the Company entitled to inclusion reference in such registrationSections 2.1(a) and 2.1(d) to “Demand Registration” shall, propose for purposes of this Section 2.3, instead be deemed a reference to sell Registrable Securities and such other securities “S-3 Registration”). If the sole or lead managing Underwriter (if any) at an aggregate price or the Required Holders of the Registration shall advise the Company in writing that in its opinion additional disclosure not required by Form S-3 is of material importance to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President success of the Company stating thatoffering, in then such Registration Statement shall include such additional disclosure. There is no limitation on the good faith judgment number of the Board of Directors of the Company, it would be detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.3 (provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period); (iv) if the Company has already effected two (2) registrations on Form S-3 for the Holders Incidental Registrations pursuant to this Section 2.3; or (v) if 2.3 which the Company would be required is obligated to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; and (c) subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holderseffect.