Common use of S-3 Registrations Clause in Contracts

S-3 Registrations. (a) Once the Company is eligible to effect a registration of its securities under Form S-3 (or successor form), the Holders will have the right to request and have effected (but only one registration per twelve month period) registrations of Registrable Securities on Form S-3 as long as the aggregate proposed offering price is not less $3 million for any such registration. Upon written request of Holders holding at least $3 million of Registrable Securities, the Company will promptly notify in writing all other Holders of Registrable Securities of such request, which Holders shall within twenty days following such notice from the Company, notify the Company in writing whether such persons desire to have Registrable Securities held by them included in such offering. Following the expiration of such twenty day period, the Company will use all reasonable efforts to cause the registration of all Registrable Securities proposed to be included in the offering on Form S-3 or such successor form to the extent so requested. Notwithstanding the above, the Company shall not be required under this Section 1.3 to include any of the Holders' Registrable Securities in any offering on Form S-3 which involves an underwriting unless such Holders accept the terms of such underwriting as agreed upon between the Company and the underwriters selected by it. (b) Notwithstanding anything in this Section 1.3 to the contrary, the Company shall not be obligated to prepare or file any registration statement pursuant to this Section 1.3 or to prepare or file any amendment or supplement thereto, at any time when the Company, in the good faith judgment of its Board of Directors, reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, (i) would materially adversely affect a pending or proposed public offering of the Company's securities, or an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, negotiations, discussions or pending proposals with respect thereto or (ii) would materially adversely affect the business or prospects of the Company in view of the disclosures that may be required thereby of information about the business, assets, liabilities or operations of the Company not theretofore disclosed; provided, however, that the filing of a registration statement, or any supplement or amendment thereto, by the Company may be deferred pursuant to this Section 1.3 for no longer than 180 days (but only once in every twelve month period) after the delivery of such demand notice.

S-3 Registrations. If at any time (ai) Once the Company is eligible to effect a registration of its securities under Form S-3 (or successor form), the Holders will have the right to request and have effected (but only one registration per twelve month period) registrations of Registrable Securities on Form S-3 as long as the aggregate proposed offering price is not less $3 million for any such registration. Upon written request of Holders Persons holding at least $3 million 20% of Registrable Securities, the total number of outstanding Restricted Shares (assuming conversion of all shares of Convertible Preferred Stock) request that the Company will promptly notify in writing all other Holders of Registrable Securities of such request, which Holders shall within twenty days following such notice from the Company, notify the Company in writing whether such persons desire to have Registrable Securities held by them included in such offering. Following the expiration of such twenty day period, the Company will use all reasonable efforts to cause the file a registration of all Registrable Securities proposed to be included in the offering statement on Form S-3 or any successor thereto for a public offering of all or a portion of Restricted Shares with an aggregate Fair Market Value as of the date of such request equal to at least $25,000,000, or, if the aggregate Restricted Shares have an aggregate Fair Market Value of less than $25,000,000, all of the remaining Restricted Shares and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to the extent so requested. Notwithstanding the aboveregister such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Shares specified in such notice. Whenever the Company is required by this Section 7 to use its best efforts to effect the registration of Restricted Shares, each of the procedures and requirements of Section 5 (including but not limited to the requirement that the Company notify all holders of Restricted Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. Notwithstanding anything to the contrary contained herein, no request may be required made under this Section 1.3 to include any 7 within three months after the effective date of the Holders' Registrable Securities in any offering on Form S-3 which involves an underwriting unless such Holders accept the terms of such underwriting as agreed upon between a registration statement filed by the Company and covering a firm commitment underwritten public offering in which the underwriters selected by it. (b) Notwithstanding anything holders of Restricted Shares shall have been entitled to join pursuant to Section 5 or 6 in this Section 1.3 which there shall have been effectively registered all Restricted Shares as to which registration shall have been requested. There is no limitation on the contrary, the Company shall not be obligated to prepare or file any registration statement number of registrations pursuant to this Section 1.3 or to prepare or file any amendment or supplement thereto, at any time when the Company, in the good faith judgment of its Board of Directors, reasonably believes 7 that the filing thereof at the time requested, or the offering of securities pursuant thereto, (i) would materially adversely affect a pending or proposed public offering of the Company's securities, or an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, negotiations, discussions or pending proposals with respect thereto or (ii) would materially adversely affect the business or prospects of the Company in view of the disclosures that may be required thereby of information about the business, assets, liabilities or operations of the Company not theretofore disclosed; provided, however, that the filing of a registration statement, or any supplement or amendment thereto, by the Company may be deferred pursuant is obligated to this Section 1.3 for no longer than 180 days (but only once in every twelve month period) after the delivery of such demand noticeeffect.

S-3 Registrations. (a) Once If at any time that the Company is eligible to effect a registration of its securities under use Form S-3 (or any successor form)thereto, the Holders will have the right to request and have effected (but only one registration per twelve month period) registrations of Registrable Securities on Form S-3 as long as the aggregate proposed offering price is not less $3 million for any such registration. Upon written request of Holders holding at least $3 million of Registrable Securities, Initiating Holder requests that the Company will promptly notify in writing all other Holders of Registrable Securities of such request, which Holders shall within twenty days following such notice from the Company, notify the Company in writing whether such persons desire to have Registrable Securities held by them included in such offering. Following the expiration of such twenty day period, the Company will use all reasonable efforts to cause the registration of all Registrable Securities proposed to be included in the offering file a Registration Statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Registrable Common Stock held by such successor form to the extent so requested. Notwithstanding the aboveHolders, then the Company shall not be required use its commercially reasonable efforts to register under this Section 1.3 to include any of the Holders' Registrable Securities in any offering Act on Form S-3 which involves or any successor thereto (an underwriting unless "S-3 Registration"), for public sale in accordance with the method of disposition specified in such Holders accept the terms of such underwriting as agreed upon between the Company and the underwriters selected by it. (b) Notwithstanding anything in this Section 1.3 to the contrarynotice, the Company shall not be obligated to prepare or file any registration statement pursuant to this Section 1.3 or to prepare or file any amendment or supplement thereto, at any time when the Company, number of shares of Registrable Common Stock specified in the good faith judgment of its Board of Directors, reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, (i) would materially adversely affect a pending or proposed public offering of the Company's securities, or an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, negotiations, discussions or pending proposals with respect thereto or (ii) would materially adversely affect the business or prospects of the Company in view of the disclosures that may be required thereby of information about the business, assets, liabilities or operations of the Company not theretofore disclosedsuch notice; provided, however, that the filing of a registration statement, or (i) no more than two such S-3 Registrations shall be required in any supplement or amendment thereto, by 12 month period and (ii) the Company may be deferred shall have no obligation to register such shares of Registrable Common Stock pursuant to this Section 1.3 4 if (based on current market prices) the number of shares of Registrable Common Stock specified in such notice would not yield gross proceeds to the selling stockholders of at least $5,000,000. An S-3 Registration shall not count as a Demand Registration, unless such registration is for an underwritten offering or an underwritten take down off of an existing, effective shelf registration statement, in which case it shall be subject to the provisions of Section 2 hereof to count as a Demand Registration. Whenever the Company is required by this Section 4 to use its commercially reasonable efforts to effect the registration of Registrable Common Stock on Form S-3, each of the procedures and requirements of Section 2 hereof (including but not limited to the requirement that the Company notify all Holders from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. The Company shall maintain the effectiveness of any such S-3 Registration until the earlier of the date on which (i) all of the Registrable Common Stock included thereon has been sold, and (ii) all of the Registrable Common Stock may be sold without restriction or limitation pursuant to Rule 144(k) under the Securities Act. There is no longer than 180 days (but only once in every twelve month period) after limitation on the delivery number of such demand noticeregistrations pursuant to this Section 4 that the Company is obligated to effect.

S-3 Registrations. (a) Once At any time after the Company is becomes eligible to effect file a registration of its securities under Registration Statement on Form S-3 (or any successor form relating to secondary offerings), Holders of Registrable Securities may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), the Holders will have the right to request and have effected (but only one registration per twelve month period) registrations of Registrable Securities on Form S-3 as long as the Shares having an aggregate proposed offering price is not less $3 million for any such registration. Upon written request market value of Holders holding at least U.S. $3 million of Registrable Securities, 25,000,000 (based on the Company will promptly notify in writing all other Holders of Registrable Securities of such request, which Holders shall within twenty days following such notice from closing market price for the Common Stock on the trading day prior to the Company, notify the Company in writing whether such persons desire to have Registrable Securities held by them included in such offering. Following the expiration of such twenty day period, the Company will use all reasonable efforts to cause the registration of all Registrable Securities proposed to be included in the offering on Form S-3 or such successor form to the extent so requested. Notwithstanding the above, the Company shall not be required under this Section 1.3 to include any 's receipt of the Holders' Registrable Securities in any offering on Form S-3 which involves an underwriting unless such Holders accept the terms of such underwriting as agreed upon between the Company and the underwriters selected by it. (b) Notwithstanding anything in this Section 1.3 to the contrary, the request). The Company shall not be obligated to prepare or file effect any registration statement under this Section 4 (i) if in a given six month period, the Company has effected one (1) such registration in such period, or (ii) if the Company has initiated four (4) such registrations pursuant to this Section 1.3 4, provided that only the following registrations shall be counted: (1) registrations which have been declared or ordered effective and pursuant to prepare which Registrable Securities have been sold and (2) registrations which have been withdrawn by the Holders (other than pursuant to the last sentence of Section 3.4) as to which the Holders have not elected to bear the Registration Expenses. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Holders from whom notice has not been received. Such Holders shall have the right, by giving written notice to the Company within 20 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Securities as such Holders may request in such notice of election. The provisions of Sections 3.5 through 3.7 shall apply to such registration. Thereupon the Company shall use its Required Efforts to effect the registration on Form S-3, or file any amendment or supplement theretosuch successor form, at any time when the Company, in the good faith judgment of its Board of Directors, reasonably believes all Registrable Securities that the filing thereof at the time requested, or the offering of securities pursuant thereto, (i) would materially adversely affect a pending or proposed public offering of the Company's securities, or an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, negotiations, discussions or pending proposals Company has been requested to register in connection with respect thereto or (ii) would materially adversely affect the business or prospects of the Company in view of the disclosures that may be required thereby of information about the business, assets, liabilities or operations of the Company not theretofore disclosed; provided, however, that the filing of a registration statement, or any supplement or amendment thereto, by the Company may be deferred pursuant to this Section 1.3 for no longer than 180 days (but only once in every twelve month period) after the delivery of such demand noticeregistration.

S-3 Registrations. (a) Once the Company is eligible to effect a registration of its securities under Form S-3 (or successor form), the Holders will have the right to request and have effected (but only one registration per twelve month period) registrations of Registrable Securities on Form S-3 as long as the aggregate proposed offering price is not less $3 million for any such registration. Upon written request of Holders holding at least $3 million of Registrable Securities, the Company will promptly notify in writing all other Holders of Registrable Securities of such request, which Holders shall within twenty days following such notice from the Company, Company notify the Company in writing whether such persons desire to have Registrable Securities held by them included in such offering. Following the expiration of such twenty day period, the Company will use all reasonable efforts to cause the registration of all Registrable Securities proposed to be included in the offering on Form S-3 or such successor form to the extent so requested. Notwithstanding the above, the Company shall not be required under this Section 1.3 to include any of the Holders' Registrable Securities in any offering on Form S-3 which involves an underwriting unless such Holders accept the terms of such underwriting as agreed upon between the Company and the underwriters selected by it. Registrations effected pursuant to this Section 1.3 shall not be counted as requests for registration effected pursuant to Sections 1.2. (b) Notwithstanding anything in this Section 1.3 to the contrary, the Company shall not be obligated to prepare or file any registration statement pursuant to this Section 1.3 or to prepare or file any amendment or supplement thereto, at any time when the Company delivers a certificate signed by the Company, 's Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of its the Board of Directors, reasonably believes Directors of the Company that the filing thereof at the time requested, or the offering of securities pursuant thereto, thereto (i) would materially adversely affect a pending or proposed public offering of the Company's securities, or an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, negotiations, discussions or pending proposals with respect thereto or (ii) would materially adversely affect the business or prospects of the Company in view of the disclosures that may be required thereby of information about the business, assets, liabilities or operations of the Company not theretofore disclosed; provided, however, that the filing of a registration statement, or any supplement or amendment thereto, by the Company may be deferred pursuant to this Section 1.3 for no longer than 180 days (but only once in every twelve month period) after the delivery of such demand notice.

S-3 Registrations. If (ai) Once at any time following the earlier of ----------------- (A) the first anniversary of the Closing Date and (B) the occurrence of either of the events described in Section 9.2(a)(i)(y) or (z) the Purchaser, or Holders who beneficially own at least 7,000,000 Purchaser Shares, or (ii) at any time from and after the second anniversary of the Closing Date, the Apollo Purchasers, request that the Company is eligible to effect file a registration of its securities under Form S-3 (or successor form), the Holders will have the right to request and have effected (but only one registration per twelve month period) registrations of Registrable Securities on Form S-3 as long as the aggregate proposed offering price is not less $3 million for any such registration. Upon written request of Holders holding at least $3 million of Registrable Securities, the Company will promptly notify in writing all other Holders of Registrable Securities of such request, which Holders shall within twenty days following such notice from the Company, notify the Company in writing whether such persons desire to have Registrable Securities held by them included in such offering. Following the expiration of such twenty day period, the Company will use all reasonable efforts to cause the registration of all Registrable Securities proposed to be included in the offering statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Purchaser Shares held by such Persons, and (iii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to the extent so requested. Notwithstanding the aboveregister such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Purchaser Shares specified in such notice provided that, if so requested by the Apollo -------- ---- Purchasers, at all times from and after the Closing Date the Company shall maintain a registration statement on Form S-3 covering Common Stock with a market value of not less than $125,000,000. Whenever the Company is required by this Section 9.4 to use its best efforts to effect the registration of Purchaser Shares, each of the procedures and requirements of Section 9.2 (including but not limited to the requirement that the Company notify all holders of Restricted Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. Notwithstanding anything to the contrary contained herein, no request may be required made under this Section 1.3 to include any of the Holders' Registrable Securities in any offering on Form S-3 which involves an underwriting unless such Holders accept the terms of such underwriting as agreed upon between the Company and the underwriters selected by it. (b) Notwithstanding anything in this Section 1.3 to the contrary9.4 within six months, provided, that the Company shall not be obligated -------- use reasonable efforts to prepare achieve a shorter period or file any have such restrictions released in less than six months after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Purchaser Shares shall have been entitled to join pursuant to Section 9.2 or 9.3 in which there shall have been effectively registered all Purchaser Shares as to which registration shall have been requested. There is no limitation on the number of registrations pursuant to this Section 1.3 or to prepare or file any amendment or supplement thereto, at any time when the Company, in the good faith judgment of its Board of Directors, reasonably believes 9.4 that the filing thereof at the time requested, or the offering of securities pursuant thereto, (i) would materially adversely affect a pending or proposed public offering of the Company's securities, or an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, negotiations, discussions or pending proposals with respect thereto or (ii) would materially adversely affect the business or prospects of the Company in view of the disclosures that may be required thereby of information about the business, assets, liabilities or operations of the Company not theretofore disclosed; provided, however, that the filing of a registration statement, or any supplement or amendment thereto, by the Company may be deferred pursuant is obligated to this Section 1.3 for no longer than 180 days (but only once in every twelve month period) after the delivery of such demand noticeeffect.

S-3 Registrations. If (ai) Once at any time following the six-month anniversary of the date hereof any Apollo Holder or Holders who beneficially own at least 1,000,000 Registrable Shares (as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock dividend, stock distribution or similar event) request that the Company is eligible to effect file a registration of its securities under Form S-3 (or successor form), the Holders will have the right to request and have effected (but only one registration per twelve month period) registrations of Registrable Securities on Form S-3 as long as the aggregate proposed offering price is not less $3 million for any such registration. Upon written request of Holders holding at least $3 million of Registrable Securities, the Company will promptly notify in writing all other Holders of Registrable Securities of such request, which Holders shall within twenty days following such notice from the Company, notify the Company in writing whether such persons desire to have Registrable Securities held by them included in such offering. Following the expiration of such twenty day period, the Company will use all reasonable efforts to cause the registration of all Registrable Securities proposed to be included in the offering statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Registrable Shares held by such Holder, and (ii) the Company is entitled to use Form S-3 or any successor form thereto to register such shares, then the extent Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registrable Shares specified in such notice provided that, if so requested. Notwithstanding requested by any of any of the aboveApollo Holders, at all times from and after the date hereof, the Company shall maintain a registration statement on Form S-3 covering Common Stock with a market value of not less than $125,000,000. Whenever the Company is required by this Section 4 to use its best efforts to effect the registration of Registrable Shares, each of the procedures and requirements of Section 2 (including but not limited to the requirement that the Company notify all holders of Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. Notwithstanding anything to the contrary contained herein, no request may be required made under this Section 1.3 to include any 4 within six months after the effective date of the Holders' Registrable Securities in any offering on Form S-3 which involves an underwriting unless such Holders accept the terms of such underwriting as agreed upon between a registration statement filed by the Company and covering a firm commitment underwritten public offering in which the underwriters selected by it. (b) Notwithstanding anything holders of Registrable Shares shall have been entitled to join pursuant to Section 2 or 3 in this Section 1.3 which there shall have been effectively registered all Registrable Shares as to the contrarywhich registration shall have been requested, provided, that the Company shall not be obligated use reasonable efforts to prepare achieve a shorter period or file any registration statement have such restrictions released in less than six months. There is no limitation on the number of registrations pursuant to this Section 1.3 or to prepare or file any amendment or supplement thereto, at any time when the Company, in the good faith judgment of its Board of Directors, reasonably believes 4 that the filing thereof at the time requested, or the offering of securities pursuant thereto, (i) would materially adversely affect a pending or proposed public offering of the Company's securities, or an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, negotiations, discussions or pending proposals with respect thereto or (ii) would materially adversely affect the business or prospects of the Company in view of the disclosures that may be required thereby of information about the business, assets, liabilities or operations of the Company not theretofore disclosed; provided, however, that the filing of a registration statement, or any supplement or amendment thereto, by the Company may be deferred pursuant is obligated to this Section 1.3 for no longer than 180 days (but only once in every twelve month period) after the delivery of such demand noticeeffect.

S-3 Registrations. (a) Once If, at any time or from time to time after the first underwritten public offering pursuant to a registration statement filed under the Securities Act, the Company is eligible requested in writing by the Holders of, in the aggregate, at least fifty percent (50%) of the Registerable Securities then outstanding (and qualifies under applicable Commission rules) to effect a undertake an S-3 or equivalent short-form registration of its securities under Form S-3 (or successor form), by the Holders will have the right to request and have effected (but only one registration per twelve month period) registrations of Registrable Securities on Form S-3 as long as the aggregate proposed offering price is not less $3 million for any such registration. Upon written request of Holders holding at least $3 million of Registrable Securities, the Company will shall promptly notify in writing give notice of such proposed registration to all other Holders of Registrable Securities and the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 of such request, the Registrable Securities which Holders shall the Company has been requested to register (a) in each request and (b) in any response given within twenty (20) days following such of the receipt of the notice from the Company pursuant to this Section 5.3, provided that the Company shall not be obligated to take any action to effect more than one such registration pursuant to this Section 5.3 in any twelve month period, and provided further that the Company shall have the right to defer such registration for a period of up to seventy-five (75) days following the receipt of such a request if in the opinion of the Board of Directors of the Company, notify it would be seriously detrimental to the Company in writing whether such persons desire to have Registrable Securities held by them included in such offering. Following and the expiration of such twenty day period, the Company will use all reasonable efforts to cause the Stockholders for a registration of all Registrable Securities proposed statement to be included in the offering on Form S-3 or such successor form to the extent so requestedfiled. Notwithstanding the aboveforegoing, however, the Company shall not be required to effect any registration hereunder unless the number of shares of Registrable Securities which Holders have requested to be included in such registration would result in an anticipated aggregate offering price of more than $5,000,000 (net of underwriting discounts and commissions). The Company may include in the registration under this Section 1.3 to include 5.3 any other shares of Common Stock so long as the inclusion in such registration of such shares will not, in the opinion of the Holders' managing underwriter, interfere with the successful marketing in accordance with the intended method of sale or other disposition of all the shares of Registrable Securities in any offering on Form S-3 which involves an underwriting unless such sought to be registered by the Holder or Holders accept the terms of such underwriting as agreed upon between the Company and the underwriters selected by it. (b) Notwithstanding anything in this Section 1.3 to the contrary, the Company shall not be obligated to prepare or file any registration statement Registrable Securities pursuant to this Section 1.3 or 5.3. If it is determined as provided above that there will be such interference, the other shares of Common Stock sought to prepare or file be included by the Company shall be excluded to the extent deemed appropriate by the managing underwriter, and all other shares of Common Stock held by other parties shall be excluded before the exclusion of any amendment or supplement thereto, at any time when shares of Registrable Securities held by the Company, Holders who desire to have their shares included in the good faith judgment registration and offering. If, as contemplated above, and after excluding all other shares of its Board Common Stock held by parties other than the Holders, shares of Directorsthe Registrable Securities of the Holders shall be included in such underwriting, reasonably believes that up to the filing thereof total number deemed advisable by the managing underwriter, by allocating among the Holders of Registrable Securities requesting registration in proportion, as nearly as practicable, to the total number of Registrable Securities held by such Holders at the time requested, or the offering of securities pursuant thereto, (i) would materially adversely affect a pending or proposed public offering filing of the Company's securities, or an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, negotiations, discussions or pending proposals with respect thereto or (ii) would materially adversely affect the business or prospects of the Company in view of the disclosures that may be required thereby of information about the business, assets, liabilities or operations of the Company not theretofore disclosed; provided, however, that the filing of a registration statement, or any supplement or amendment thereto, by the Company may be deferred pursuant to this Section 1.3 for no longer than 180 days (but only once in every twelve month period) after the delivery of such demand notice.

S-3 Registrations. (a) Once At any time after the Company is becomes eligible to effect file a registration of its securities under statement on Form S-3 (or any successor formto Form S-3), if the Holders will have the right to request and have effected (but only one registration per twelve month period) registrations Company shall receive from any Holder of Registrable Securities a written request that the Company effect a registration on Form S-3 as long as (or any successor to Form S-3) or any similar short form registration statement and any related qualification or compliance with respect to all or a part of the aggregate proposed offering price is not less $3 million for any Registrable Securities owned by such registration. Upon written request of Holders holding at least $3 million of Registrable SecuritiesHolder, the Company will will: (a) promptly notify in writing give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities, and; (b) as soon as practicable, take the actions set forth in Section 2.5 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 Registrable Securities of as are specified in such request, which Holders shall together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request given within twenty fifteen days following after receipt of such written notice from the Company; provided, notify the Company in writing whether such persons desire to have Registrable Securities held by them included in such offering. Following the expiration of such twenty day periodhowever, the Company will use all reasonable efforts to cause the registration of all Registrable Securities proposed to be included in the offering on Form S-3 or such successor form to the extent so requested. Notwithstanding the above, the Company shall not be required under this Section 1.3 to include any of the Holders' Registrable Securities in any offering on Form S-3 which involves an underwriting unless such Holders accept the terms of such underwriting as agreed upon between the Company and the underwriters selected by it. (b) Notwithstanding anything in this Section 1.3 to the contrary, that the Company shall not be obligated to prepare effect any such registration, qualification or file any registration statement compliance pursuant to this Section 1.3 2.3: (i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders; (ii) if the anticipated gross offering proceeds from the registration of securities pursuant to prepare this Section 2.3, together with the holders of any other securities entitled to inclusion in such registration, are less than $5,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or file any amendment or supplement thereto, at any time when President of the CompanyCompany stating that, in the good faith reasonable judgment of its the Board of DirectorsDirectors (with the concurrence of the managing underwriter, reasonably believes that if any), such Form S-3 registration of Registrable Securities would materially interfere with, or require premature disclosure of, any financing, acquisition or reorganization involving the filing thereof Company or would otherwise have a material adverse effect on the Company or the selling Holders if undertaken at the time requested, or the offering Company shall have the right to defer taking action with respect to such filing for a period of securities pursuant thereto, (i) would materially adversely affect a pending or proposed public offering not more than 90 days after receipt of the Company's securities, or an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, negotiations, discussions or pending proposals with respect thereto or (ii) would materially adversely affect the business or prospects request of the Company in view of the disclosures that may be required thereby of information about the business, assets, liabilities or operations of the Company not theretofore disclosedHolders; provided, however, that the filing of a registration statement, or Company may not utilize this right more than once in any supplement or amendment thereto, by twelve month period; (iv) if the Company may be deferred has already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.3 for no longer than 180 days (but only once 2.3 in every twelve month period) after the delivery of such demand noticethen current calendar year.

S-3 Registrations. (a) Once If, at any time or from time to time after ----------------- the Initial Public Offering Date, the Company is eligible requested in writing by the Holders of, in the aggregate, at least fifty percent (50%) of the Registerable Securities then outstanding (and qualifies under applicable Commission rules) to effect a undertake an S-3 or equivalent short-form registration of its securities under Form S-3 (or successor form), by the Holders will have the right to request and have effected (but only one registration per twelve month period) registrations of Registrable Securities on Form S-3 as long as the aggregate proposed offering price is not less $3 million for any such registration. Upon written request of Holders holding at least $3 million of Registrable Securities, the Company will shall promptly notify in writing give notice of such proposed registration to all other Holders of Registrable Securities and the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 of such request, the Registrable Securities which Holders shall the Company has been requested to register (a) in each request and (b) in any response given within twenty (20) days following such of the receipt of the notice from the Company pursuant to this Section 5.3, provided -------- that the Company shall not be obligated to take any action to effect more than one such registration pursuant to this Section 5.3 in any twelve month period, and provided further that the Company shall have the right to defer such -------- registration for a period of up to seventy-five (75) days following the receipt of such a request if in the opinion of the Board of Directors of the Company, notify it would be seriously detrimental to the Company in writing whether such persons desire to have Registrable Securities held by them included in such offering. Following and the expiration of such twenty day period, the Company will use all reasonable efforts to cause the Stockholders for a registration of all Registrable Securities proposed statement to be included in the offering on Form S-3 or such successor form to the extent so requestedfiled. Notwithstanding the aboveforegoing, however, the Company shall not be required to effect any registration hereunder unless the number of shares of Registrable Securities which Holders have requested to be included in such registration would result in an anticipated aggregate offering price of more than $5,000,000 (net of underwriting discounts and commissions). The Company may include in the registration under this Section 1.3 to include 5.3 any other shares of Common Stock so long as the inclusion in such registration of such shares will not, in the opinion of the Holders' managing underwriter, interfere with the successful marketing in accordance with the intended method of sale or other disposition of all the shares of Registrable Securities in any offering on Form S-3 which involves an underwriting unless such sought to be registered by the Holder or Holders accept the terms of such underwriting as agreed upon between the Company and the underwriters selected by it. (b) Notwithstanding anything in this Section 1.3 to the contrary, the Company shall not be obligated to prepare or file any registration statement Registrable Securities pursuant to this Section 1.3 or 5.3. If it is determined as provided above that there will be such interference, the other shares of Common Stock sought to prepare or file be included by the Company shall be excluded to the extent deemed appropriate by the managing underwriter, and all other shares of Common Stock held by other parties shall be excluded before the exclusion of any amendment or supplement thereto, at any time when shares of Registrable Securities held by the Company, Holders who desire to have their shares included in the good faith judgment registration and offering. If, as contemplated above, and after excluding all other shares of its Board Common Stock held by parties other than the Holders, shares of Directorsthe Registrable Securities of the Holders shall be included in such underwriting, reasonably believes that up to the filing thereof total number deemed advisable by the managing underwriter, by allocating among the Holders of Registrable Securities requesting registration in proportion, as nearly as practicable, to the total number of Registrable Securities held by such Holders at the time requested, or the offering of securities pursuant thereto, (i) would materially adversely affect a pending or proposed public offering filing of the Company's securities, or an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, negotiations, discussions or pending proposals with respect thereto or (ii) would materially adversely affect the business or prospects of the Company in view of the disclosures that may be required thereby of information about the business, assets, liabilities or operations of the Company not theretofore disclosed; provided, however, that the filing of a registration statement, or any supplement or amendment thereto, by the Company may be deferred pursuant to this Section 1.3 for no longer than 180 days (but only once in every twelve month period) after the delivery of such demand notice.

S-3 Registrations. If (ai) Once the Holder Representative, on behalf of Holders beneficially owning at least 50% of all outstanding Registrable Shares on an as-converted to Common Stock basis without regard to any conversion limits (or such Holders directly), requests that the Company is eligible to effect file a registration of its securities under Form S-3 (or successor form), the Holders will have the right to request and have effected (but only one registration per twelve month period) registrations of Registrable Securities on Form S-3 as long as the aggregate proposed offering price is not less $3 million for any such registration. Upon written request of Holders holding at least $3 million of Registrable Securities, the Company will promptly notify in writing all other Holders of Registrable Securities of such request, which Holders shall within twenty days following such notice from the Company, notify the Company in writing whether such persons desire to have Registrable Securities held by them included in such offering. Following the expiration of such twenty day period, the Company will use all reasonable efforts to cause the registration of all Registrable Securities proposed to be included in the offering statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Registrable Shares held by such Holders, and (ii) the Company is entitled to use Form S-3 or any successor form thereto to the extent so requested. Notwithstanding the aboveregister such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registrable Shares specified in such notice. Whenever the Company is required by this Section 4 to use its best efforts to effect the registration of Registrable Shares, each of the procedures and requirements of Section 2 (including but not limited to the requirement that the Company notify Holders from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration or offering in connection therewith. Notwithstanding anything to the contrary contained herein, no request may be required made under this Section 1.3 to include any 4 within six months after the effective date of the Holders' Registrable Securities in any offering on Form S-3 which involves an underwriting unless such Holders accept the terms of such underwriting as agreed upon between a registration statement filed by the Company and or the underwriters selected by it. occurrence of a “shelf take-down” under a then-effective registration statement covering a firm commitment underwritten public offering in which Holders of Registrable Shares shall have been entitled to join pursuant to Section 2 or 3 in which there shall have been effectively registered or sold, as the case may be, all Registrable Shares as to which registration shall have been requested pursuant to which any “lock-up” restrictions have been imposed on the Company prohibiting such registration (b) Notwithstanding anything in this Section 1.3 to the contraryprovided, that the Company shall not be obligated use its best efforts to prepare achieve a shorter period or file any registration statement have such restrictions released in less than six months). There is no limitation on the number of registrations pursuant to this Section 1.3 or to prepare or file any amendment or supplement thereto, at any time when the Company, in the good faith judgment of its Board of Directors, reasonably believes 4 that the filing thereof at the time requested, or the offering of securities pursuant thereto, (i) would materially adversely affect a pending or proposed public offering of the Company's securities, or an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, negotiations, discussions or pending proposals with respect thereto or (ii) would materially adversely affect the business or prospects of the Company in view of the disclosures that may be required thereby of information about the business, assets, liabilities or operations of the Company not theretofore disclosed; provided, however, that the filing of a registration statement, or any supplement or amendment thereto, by the Company may be deferred pursuant is obligated to this Section 1.3 for no longer than 180 days (but only once in every twelve month period) after the delivery of such demand noticeeffect.

S-3 Registrations. (a) Once If the Company is eligible requested (and qualifies under applicable Commission rules) to effect a registration of its securities under on Form S-3 (or a similar or successor form), ) and any related qualification or compliance of its securities by the Holders will have of at least twenty percent (20%) of the right to request and have effected (but only one registration per twelve month period) registrations of Registrable Securities on Form S-3 as long as the requesting registration for sale of aggregate proposed offering price is not less $3 million for any such registration. Upon written request Registrable Securities estimated to result in aggregate gross proceeds of Holders holding at least $3 million of Registrable Securities1,000,000, the Company will shall promptly notify in writing give notice of such proposed registration to all other Holders of Registrable Securities and the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 (or a similar or successor form) of such request, the Registrable Securities which Holders shall the Company has been requested to register (i) in each request and (ii) in any response given within twenty (20) days following such after mailing of the written notice by the Company in accordance with Section 7.5, of the foregoing notice from the Company; provided, notify the Company in writing whether however, such persons desire to have Registrable Securities held by them included in such offering. Following the expiration of such twenty day period, the Company will use all reasonable efforts to cause the registration of all Registrable Securities proposed to shall be included in the offering on Form S-3 or such successor form subject to the extent so requested. Notwithstanding the above, the following: (a) The Company shall not be required under to effect more than two (2) such registrations pursuant to this Section 1.3 to include any of the Holders' Registrable Securities 3.6 in any offering on Form S-3 which involves an underwriting unless such Holders accept the terms of such underwriting as agreed upon between the Company and the underwriters selected by ittwelve (12) months period. (b) Notwithstanding anything in this Section 1.3 to the contrary, the The Company shall not be obligated required to prepare or file any effect a registration statement pursuant to this Section 1.3 3.6 within one hundred and eighty (180) days after the effective date of any registration referred to in Section 3.4 or Section 3.5. The Company may include in the registration under this Section 3.6 any other shares of Common Stock (including issued and outstanding shares of Common Stock as to prepare or file any amendment or supplement thereto, at any time when which the CompanyHolders thereof have contracted with the Company for “piggyback” registration rights) so long as the inclusion in such registration of such shares will not, in the good faith judgment of its Board of Directors, reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, (i) would materially adversely affect a pending or proposed public offering opinion of the Company's securitiesUnderwriter’s Representative, interfere with the successful marketing in accordance with the intended method of sale or an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, negotiations, discussions or pending proposals with respect thereto or (ii) would materially adversely affect other disposition of all the business or prospects shares of the Company in view of the disclosures that may Registrable Securities sought to be required thereby of information about the business, assets, liabilities or operations of the Company not theretofore disclosed; provided, however, that the filing of a registration statement, or any supplement or amendment thereto, registered by the Company may be deferred Holder or Holders of Registrable Securities pursuant to this Section 1.3 for no longer 3.6. If it is determined as provided above that there will be such interference, the other shares of Common Stock sought to be included by the Company shall be excluded to the extent deemed necessary by such Underwriter’s Representative (or the Company after consultation with the Holders requesting such registration if the offering is not underwritten), and all other shares of Common Stock held by parties other than 180 days (but only once the Holders shall be excluded before the exclusion of any shares of Registrable Securities held by the Holders who desire to have their shares included in every twelve month period) the registration and offering. If, as contemplated above, and after excluding all other shares of Common Stock held by other parties, Registrable Securities of the delivery Holders are to be excluded, the number of Registrable Securities of the participating Holders which are to be excluded shall be proportionate to the number of shares which such demand noticeparty is seeking to register.

S-3 Registrations. (a) Once If the Company is eligible requested (and qualifies under applicable Commission rules) to effect undertake a registration of its securities under on Form S-3 (or a similar or successor form)) and any related qualification or compliance, of its securities by the Holders will have the right to request and have effected (but only one registration per twelve month period) registrations of Registrable Securities on Form S-3 as long as the aggregate proposed offering price is not less $3 million for any such registration. Upon written request of Holders holding at least $3 million of Registrable Securities, the Company will promptly notify in writing all other Holders of Registrable Securities which will be reasonably estimated to result in aggregate gross proceeds of at least $1,000,000, the Company shall promptly give notice of such requestproposed registration to all Holders of Registrable Securities (and, in the case of any Holder located outside the continental United States, simultaneously provide a copy of such notice by fax) and the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 (or a similar or successor form) of the Registrable Securities which Holders shall the Company has been requested to register (i) in each request and (ii) in any response given within twenty (20) days following such after mailing of the written notice by the Company by first-class mail, postage prepaid, of the foregoing notice from the Company, notify the Company in writing whether such persons desire to have Registrable Securities held by them included in such offering. Following the expiration of such twenty day period, the Company will use all reasonable efforts to cause the registration of all Registrable Securities proposed to be included in the offering on Form S-3 or such successor form to the extent so requested. Notwithstanding the aboveforegoing, however, such registration shall be subject to the following: (a) The Company shall not be required under to effect more than one (1) such registrations pursuant to this Section 1.3 to include any of the Holders' Registrable Securities 2.6 in any offering on Form S-3 which involves an underwriting unless such Holders accept the terms of such underwriting as agreed upon between the Company and the underwriters selected by ittwelve (12) month period. (b) Notwithstanding anything in this Section 1.3 to the contrary, the The Company shall not be obligated required to prepare or file any effect a registration statement pursuant to this Section 1.3 or 2.6 within one hundred eighty (180) days of the effective date of any registration referred to prepare or file in Section 2.5. The Company may include in the registration under this Section 2.6 any amendment or supplement thereto, at any time when other shares of Common Stock (including issued and outstanding shares of Common Stock as to which the Companyholders thereof have contracted with the Company for “piggyback” registration rights) so long as the inclusion in such registration of such shares will not, in the good faith judgment of its Board of Directors, reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, (i) would materially adversely affect a pending or proposed public offering opinion of the Company's securities, Underwriter’s Representative (or an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, negotiations, discussions or pending proposals with respect thereto or (ii) would materially adversely affect in the business or prospects reasonable opinion of the Company after consultation with the Holders in view of the disclosures that may be required thereby of information about the business, assets, liabilities or operations of the Company not theretofore disclosed; provided, however, event that the filing offering is not underwritten), interfere with the successful marketing in accordance with the intended method of a registration statement, sale or any supplement or amendment thereto, other disposition of all the shares of Registrable Securities sought to be registered by the Company may be deferred Holder or Holders of Registrable Securities pursuant to this Section 1.3 for no longer than 180 days 2.6. If it is determined as provided above that there will be such interference, the other shares of Common Stock sought to be included by the Company shall be excluded to the extent deemed necessary by such Underwriter’s Representative (but only once or the Company after consultation with the Holders if the offering is not underwritten), and all other shares of Common Stock held by other parties shall be excluded before the exclusion of any shares of Registrable Securities held by the Holders who desire to have their shares included in every twelve month period) the registration and offering. If, as contemplated above, and after excluding all other shares of Common Stock held by other parties, Registrable Securities of the delivery Holders are to be excluded, the number of Registrable Securities of each participating Holder which are to be excluded shall be proportionate to the number of shares which such demand noticeparty is seeking to register.

S-3 Registrations. If (ai) Once at any time following June 10, 2012 SEP I or Holders who beneficially own at least 4,300,000 Registrable Shares request that the Company is eligible to effect file a registration of its securities under Form S-3 (or successor form), the Holders will have the right to request and have effected (but only one registration per twelve month period) registrations of Registrable Securities on Form S-3 as long as the aggregate proposed offering price is not less $3 million for any such registration. Upon written request of Holders holding at least $3 million of Registrable Securities, the Company will promptly notify in writing all other Holders of Registrable Securities of such request, which Holders shall within twenty days following such notice from the Company, notify the Company in writing whether such persons desire to have Registrable Securities held by them included in such offering. Following the expiration of such twenty day period, the Company will use all reasonable efforts to cause the registration of all Registrable Securities proposed to be included in the offering statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Registrable Shares held by such Holder, and (ii) the Company is entitled to use Form S-3 or any successor form thereto to the extent so requested. Notwithstanding the aboveregister such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registrable Shares specified in such notice. Whenever the Company is required by this Section 4 to use its best efforts to effect the registration of Registrable Shares, each of the procedures and requirements of Section 2 (including but not limited to the requirement that the Company notify all holders of Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration or offering in connection therewith. Notwithstanding anything to the contrary contained herein, no request may be required made under this Section 1.3 to include any 4 within six months after the effective date of the Holders' Registrable Securities in any offering on Form S-3 which involves an underwriting unless such Holders accept the terms of such underwriting as agreed upon between a registration statement filed by the Company and or the underwriters selected by it. occurrence of a “shelf take-down” under a then-effective registration statement covering a firm commitment underwritten public offering in which the holders of Registrable Shares shall have been entitled to join pursuant to Section 2 or 3 in which there shall have been effectively registered or sold, as the case may be, all Registrable Shares as to which registration shall have been requested pursuant to which any “lock-up” restrictions have been imposed on the Company prohibiting such registration (b) Notwithstanding anything in this Section 1.3 to the contraryprovided, that the Company shall not be obligated use its best efforts to prepare achieve a shorter period or file any registration statement have such restrictions released in less than six months). There is no limitation on the number of registrations pursuant to this Section 1.3 or to prepare or file any amendment or supplement thereto, at any time when the Company, in the good faith judgment of its Board of Directors, reasonably believes 4 that the filing thereof at the time requested, or the offering of securities pursuant thereto, (i) would materially adversely affect a pending or proposed public offering of the Company's securities, or an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, negotiations, discussions or pending proposals with respect thereto or (ii) would materially adversely affect the business or prospects of the Company in view of the disclosures that may be required thereby of information about the business, assets, liabilities or operations of the Company not theretofore disclosed; provided, however, that the filing of a registration statement, or any supplement or amendment thereto, by the Company may be deferred pursuant is obligated to this Section 1.3 for no longer than 180 days (but only once in every twelve month period) after the delivery of such demand noticeeffect.

S-3 Registrations. (a) Once If the Company is eligible requested (and qualifies ------------- under applicable SEC rules) to effect undertake a registration Form S-3 or equivalent short-form registration, regardless of its designation, and any related qualification or compliance, of its securities under Form S-3 (or successor form), by the Holders will have the right to request and have effected (but only one registration per twelve month period) registrations of Registrable Securities on Form S-3 as long as the aggregate proposed offering price is not less $3 million for any such registration. Upon written request of Holders holding at least $3 million of Registrable Securities, the Company will promptly notify in writing all other Holders of Registrable Securities holding in aggregate at least 2% of the Company's Common Stock for an offering estimated to result in aggregate offering proceeds of at least $500,000, net of allowances, discounts, and underwriting expenses, the Company shall promptly give notice of such requestproposed registration to all Holders of Registrable Securities and the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 of the Registerable Securities which Holders shall the Company has been requested to register (i) in each request and (ii) in any response given within twenty (20) days following such to a notice from the Company, notify the Company in writing whether such persons desire pursuant to have Registrable Securities held by them included in such offering. Following the expiration of such twenty day period, the Company will use all reasonable efforts to cause the registration of all Registrable Securities proposed to be included in the offering on Form S-3 or such successor form to the extent so requestedthis Section 2.5. Notwithstanding the aboveforegoing, however, such registration shall be subject to the following: (a) The Company shall not be required under to effect more than one such registration pursuant to this Section 1.3 to include any of the Holders' Registrable Securities 2.5 in any offering on Form S-3 which involves an underwriting unless such Holders accept the terms of such underwriting as agreed upon between the Company and the underwriters selected by it12 month period. (b) Notwithstanding anything in this Section 1.3 to the contrary, the The Company shall not be obligated required to prepare or file any effect a registration statement pursuant to this Section 1.3 or 2.5 within one hundred eighty (180) days of the effective date of any registration referred to prepare or file in Section 2.4. The Company may include in the registration under this Section 2.5 any amendment or supplement thereto, at any time when other shares of Common Stock (including issued and outstanding shares of Common Stock as to which the Companyholders thereof have contracted with the Company for "piggyback" registration rights) so long as the inclusion in such registration of such shares will not, in the good faith judgment of its Board of Directors, reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, (i) would materially adversely affect a pending or proposed public offering opinion of the Company's securities, managing underwriter (or an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, negotiations, discussions or pending proposals with respect thereto or (ii) would materially adversely affect in the business or prospects reasonable opinion of the Company in view of the disclosures that may be required thereby of information about the business, assets, liabilities or operations of the Company not theretofore disclosed; provided, however, event that the filing offering is not underwritten), interfere with the successful marketing in accordance with the intended method of a registration statement, sale or any supplement or amendment thereto, other disposition of all the shares of Registrable Securities sought to be registered by the Company may be deferred Holder or Holders of Registrable Securities pursuant to this Section 1.3 for no longer than 180 days 2.5. If it is determined as provided above that there will be such interference, the other shares of Common Stock sought to be included by the Company shall be excluded to the extent deemed necessary by the managing underwriter (but only once or the Company if the offering is not underwritten), and all other shares of Common Stock held by other parties shall be excluded before the exclusion of any shares of Registrable Securities held by the Holders who desire to have their shares included in every twelve month period) the registration and offering. If, as contemplated above, and after excluding all other shares of Common Stock held by other parties, shares of the delivery Common Stock of the Holders are to be excluded, the number of shares of Common Stock of each participating Holder which are to be excluded shall be proportionate to the number of shares which such demand noticeparty is seeking to register.

S-3 Registrations. (a) Once In addition to the other rights of the Holders described herein, if at any time that the Company is eligible to effect use Form S-3 or any successor thereto, any Holder or Holders requests that the Company file a registration Registration Statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Registrable Common Stock held by such Holders, then the Company shall use its securities best efforts to register under the Securities Act on Form S-3 (an "S-3 Registration") or any successor form)thereto, for public sale in accordance with the Holders will have the right to request and have effected (but only one registration per twelve month period) registrations method of Registrable Securities on Form S-3 as long as the aggregate proposed offering price is not less $3 million for any such registration. Upon written request of Holders holding at least $3 million of Registrable Securities, the Company will promptly notify disposition specified in writing all other Holders of Registrable Securities of such request, which Holders shall within twenty days following such notice from the CompanyHolder or Holders, notify the Company in writing whether such persons desire to have number of shares of Registrable Securities held by them included Common Stock specified in such offering. Following the expiration of such twenty day period, the Company will use all reasonable efforts to cause the registration of all Registrable Securities proposed to be included in the offering on Form S-3 or such successor form to the extent so requested. Notwithstanding the above, the Company shall not be required under this Section 1.3 to include any of the Holders' Registrable Securities in any offering on Form S-3 which involves an underwriting unless such Holders accept the terms of such underwriting as agreed upon between the Company and the underwriters selected by it. (b) Notwithstanding anything in this Section 1.3 to the contrary, the Company shall not be obligated to prepare or file any registration statement pursuant to this Section 1.3 or to prepare or file any amendment or supplement thereto, at any time when the Company, in the good faith judgment of its Board of Directors, reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, (i) would materially adversely affect a pending or proposed public offering of the Company's securities, or an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, negotiations, discussions or pending proposals with respect thereto or (ii) would materially adversely affect the business or prospects of the Company in view of the disclosures that may be required thereby of information about the business, assets, liabilities or operations of the Company not theretofore disclosednotice; provided, however, that the filing Company shall have no obligation to register such shares of a registration statement, or any supplement or amendment thereto, by the Company may be deferred Registrable Common Stock pursuant to this Section 1.3 for if (based on the current market prices) the number of shares of Registrable Common Stock specified in such notice would not yield gross proceeds to the selling stockholders of at least $500,000. Whenever the Company is required by this Section 4(a) to use its best efforts to effect the registration of Registrable Common Stock, each of the procedures and requirements of Section 2 (including but not limited to the requirement that the Company notify all Holders from whom notice has not been received and provide them with the opportunity to participate in the offering, but excluding the first sentence of Sections 2(a) and 2(b)) shall be deemed to apply to such registration. There is no longer than 180 limitation on the number of registrations pursuant to this Section 4(a) that the Company is obligated to effect. (b) In addition to the other rights of the Holders described herein, once the Company becomes eligible to use Form S-3 or any successor thereto, the Company shall (i) provide written notice to all Holders of Registrable Common Stock within 10 Business Days of such event and (ii) within 30 days of such event, prepare and file with the SEC a Registration Statement covering an offering of the Registrable Common Stock to be made on a continuous basis pursuant to Rule 415 under the Securities Act (but only once in every twelve month periodor any similar rule that may be adopted by the SEC). The registration of the Registrable Common Stock pursuant to this Section 4(b) is referred to herein as a "Shelf Registration." The Company shall keep the registration statement relating to the Shelf Registration continuously effective pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC) until such date as is the earlier of (A) the date on which all of the Registrable Common Stock covered thereby have been sold and (B) the date that is two years after the delivery effective date of such demand noticeRegistration Statement. The Company is obligated to effect only one Shelf Registration; provided, that the Company's obligations hereunder shall not be deemed satisfied, and the Shelf Registration shall not be deemed to have been effected, unless the applicable Registration Statement has been continuously effective for the requisite time period. A Shelf Registration does not count as one of the Demand Registrations. (c) During such time as a Shelf Registration is effective with respect to the shares of Registrable Common Stock of a Holder, such Holder's rights pursuant to

S-3 Registrations. If (ai) Once at any time following [•], 2012 SEP I or Holders who beneficially own at least [•] Registrable Shares request that the Company is eligible to effect file a registration of its securities under Form S-3 (or successor form), the Holders will have the right to request and have effected (but only one registration per twelve month period) registrations of Registrable Securities on Form S-3 as long as the aggregate proposed offering price is not less $3 million for any such registration. Upon written request of Holders holding at least $3 million of Registrable Securities, the Company will promptly notify in writing all other Holders of Registrable Securities of such request, which Holders shall within twenty days following such notice from the Company, notify the Company in writing whether such persons desire to have Registrable Securities held by them included in such offering. Following the expiration of such twenty day period, the Company will use all reasonable efforts to cause the registration of all Registrable Securities proposed to be included in the offering statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Registrable Shares held by such Holder, and (ii) the Company is entitled to use Form S-3 or any successor form thereto to the extent so requested. Notwithstanding the aboveregister such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registrable Shares specified in such notice. Whenever the Company is required by this Section 4 to use its best efforts to effect the registration of Registrable Shares, each of the procedures and requirements of Section 2 (including but not limited to the requirement that the Company notify all holders of Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration or offering in connection therewith. Notwithstanding anything to the contrary contained herein, no request may be required made under this Section 1.3 to include any 4 within six months after the effective date of the Holders' Registrable Securities in any offering on Form S-3 which involves an underwriting unless such Holders accept the terms of such underwriting as agreed upon between a registration statement filed by the Company and or the underwriters selected by it. occurrence of a “shelf take-down” under a then-effective registration statement covering a firm commitment underwritten public offering in which the holders of Registrable Shares shall have been entitled to join pursuant to Section 2 or 3 in which there shall have been effectively registered or sold, as the case may be, all Registrable Shares as to which registration shall have been requested pursuant to which any “lock-up” restrictions have been imposed on the Company prohibiting such registration (b) Notwithstanding anything in this Section 1.3 to the contraryprovided, that the Company shall not be obligated use its best efforts to prepare achieve a shorter period or file any registration statement have such restrictions released in less than six months). There is no limitation on the number of registrations pursuant to this Section 1.3 or to prepare or file any amendment or supplement thereto, at any time when the Company, in the good faith judgment of its Board of Directors, reasonably believes 4 that the filing thereof at the time requested, or the offering of securities pursuant thereto, (i) would materially adversely affect a pending or proposed public offering of the Company's securities, or an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, negotiations, discussions or pending proposals with respect thereto or (ii) would materially adversely affect the business or prospects of the Company in view of the disclosures that may be required thereby of information about the business, assets, liabilities or operations of the Company not theretofore disclosed; provided, however, that the filing of a registration statement, or any supplement or amendment thereto, by the Company may be deferred pursuant is obligated to this Section 1.3 for no longer than 180 days (but only once in every twelve month period) after the delivery of such demand noticeeffect.

S-3 Registrations. (a) Once At any time after the Company is becomes eligible to effect file a registration statement on Form S-3, a Stockholder or group of its securities under Stockholders in the aggregate holding at least ten percent (10%) of the then outstanding Registrable Securities may request, in writing, that the Company effect the registration on Form S-3 (or successor formof Registrable Securities. Upon receipt of any request for registration pursuant to this Section 6.1(c), the Holders will Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within thirty (30) days after the Company provides its notice, to elect to have included in such registration such of their Registrable Securities as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the terms of Section 6.2. Thereupon, the Company shall, as expeditiously as possible, use its commercially reasonable efforts to effect the registration on Form S-3 of all Registrable Securities which the Company has been requested to so register. Notwithstanding the foregoing, no Stockholder shall have the right to request and have effected (but only one registration per twelve month periodrequire the Company to file a Registration Statement on Form S-3 under this Section 6.1(c) registrations if such Stockholder was given the opportunity to register all of such Stockholder’s Registrable Securities on Form S-3 as long as the aggregate proposed offering price is not less $3 million for any such registration. Upon written request of Holders holding at least $3 million of Registrable Securities, a Registration Statement filed by the Company will promptly notify in writing all other Holders of Registrable Securities of pursuant to Section 6.1(a) above or this Section 6.1(c) within the one hundred and twenty (120) days immediately preceding such request, which Holders shall within twenty days following such notice from the Company, notify request and provided further that the Company in writing whether such persons desire to have Registrable Securities held by them included in such offering. Following the expiration of such twenty day period, the Company will use all reasonable efforts to cause the may delay effecting a registration of all Registrable Securities proposed to be included in the offering on Form S-3 or requested to be filed by a Stockholder hereunder for a period not to exceed seventy-five (75) days if declaring such successor form to the extent so requested. Notwithstanding the above, the Company shall not be required under this Section 1.3 to include any of the Holders' Registrable Securities in any offering on Form S-3 which involves an underwriting unless such Holders accept the terms of such underwriting as agreed upon between the Company and the underwriters selected by it. (b) Notwithstanding anything in this Section 1.3 to the contrary, the Company shall not be obligated to prepare or file any a registration statement pursuant to this Section 1.3 or to prepare or file any amendment or supplement thereto, at any time when effective would require the Company, in the good faith judgment of its Board of Directors, reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, (i) would materially adversely affect a pending or proposed public offering of the Company's securities, or an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, negotiations, discussions or pending proposals with respect thereto or (ii) would materially adversely affect the business or prospects of the Company in view of the disclosures that may be required thereby of information about the business, assets, liabilities or operations of the Company not theretofore disclosed; provided, however, that the filing of a registration statement, or any supplement or amendment thereto, preparation by the Company may of financial statements other than those required to be deferred filed by the Company pursuant to this Section 1.3 for no longer than 180 days (but only once in every twelve month period) after its quarterly and annual period reporting requirements pursuant to the delivery of such demand noticeExchange Act.

S-3 Registrations. (a) Once Subject to the Company is eligible to effect a registration limitations and provisions set forth in this subsection 2.3(a) and in subsections 2.3(b) and 2.3(c) below, at any time from and after the first anniversary of its securities under Form S-3 (or successor form)the closing of the Initial Public Offering, the Holders will shall have the right to request and have effected (but only one require the Corporation to file a registration per twelve month period) registrations statement on Form S-3, if available, or any comparable or successor form, under the Securities Act for purposes of registering for sale to the public Registrable Securities on Form S-3 as long as representing probable gross proceeds to the aggregate proposed offering price is not less $3 million for any such registration. Upon written request selling Holders of Holders holding at least $3 million of 1,000,000 (the "Minimum S-3 Registrable SecuritiesSecurities Amount"), the Company will amount of such probable gross proceeds to be determined in good faith by the Board of Directors of the Corporation. The Holders may exercise their rights under this Section 2.3 by notifying the Corporation in writing that they desire for the Corporation to cause all or a portion of such Holders' Registrable Securities (but in no event less than the Minimum S-3 Registrable Securities Amount) to be registered for sale to the public under the Securities Act pursuant to this subsection 2.3(a); PROVIDED, HOWEVER, that the Holders shall not be entitled to request that the Corporation register Registrable Securities for sale to the public pursuant to this Section 2.3 at any time within one year after the effective date of a registration statement filed by the Corporation in connection with a public offering in which the Holders shall have been entitled to join pursuant to this subsection 2.3(a) or subsections 2.1 or 2.2 hereof. Upon receipt of such written request by any of the Holders, the Corporation shall promptly notify in writing all other Holders of Registrable Securities of such request, which and such other Holders shall within twenty days have a period of ten Business Days following such notice from the Company, Corporation to notify the Company Corporation in writing whether such persons other Holders, or any of them, desire to have Registrable Securities held by them included registered for sale to the public under the Securities Act pursuant to this subsection 2.3(a). Thereafter, subject to the conditions, limitations and provisions set forth below in such offering. Following this subsection 2.3(a) or in subsections 2.3(b) and 2.3(c) hereof, the Corporation shall, promptly following the expiration of such twenty day ten Business Day period, the Company will prepare and file, and use all reasonable its best efforts to cause the prosecute to effectiveness, a registration of all Registrable Securities proposed to be included in the offering statement on Form S-3 (or such any comparable or successor form form) covering all of those Registrable Securities (but in no event less than the Minimum S-3 Registrable Securities Amount) of the Holders with respect to which registration under the Securities Act has been requested pursuant to this subsection 2.3(a). Notwithstanding anything expressed or implied in this subsection 2.3(a) to the extent so requested. Notwithstanding the abovecontrary, the Company any offering pursuant to this subsection 2.3(a) shall not be required under this Section 1.3 to include any in the form of the Holders' Registrable Securities in any offering on Form S-3 which involves an underwriting unless such Holders accept the terms of such underwriting as agreed upon between the Company and the underwriters selected by itunderwritten offering. (b) Notwithstanding anything in this Section 1.3 to the contrarycontrary contained in subsection 2.3(a) above, the Company Corporation shall not be obligated to prepare or file any registration statement pursuant to this Section 1.3 subsection 2.3(a) hereof, or to prepare or file any amendment or supplement thereto, at any time when the CompanyCorporation, in the good faith judgment of its Board of Directors, reasonably believes that the filing thereof at the time requested, or the offering of securities Registrable Securities pursuant thereto, (ia) would materially adversely affect a pending or proposed public offering of the Company's securitiesCommon Stock, or an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or any negotiations, discussions or pending proposals with respect thereto or (iib) would materially adversely affect the business or prospects of the Company Corporation in view of the disclosures that may be required thereby of information about the business, assets, liabilities or operations of the Company Corporation not theretofore disclosed; providedPROVIDED, howeverHOWEVER, that the filing of a registration statement, or any supplement or amendment thereto, by the Company Corporation may be deferred pursuant to this Section 1.3 subsection 2.3(b) for no longer than 180 (i) if such deferment is pursuant to clause (a) above, 60 calendar days (but only once in every twelve month period) after the delivery abandonment or consummation of any of the foregoing proposals or transactions or (ii) if such demand noticedeferment is pursuant to clause (b) above, 60 calendar days beyond the time-requested. (c) Notwithstanding anything in this subsection 2.3 to the contrary, the Corporation shall not be required to consummate more than three offerings of Registrable Securities pursuant to subsection 2.3(a) above. The Corporation shall be entitled to include in any registration statement filed or to be filed by the Corporation pursuant to subsection 2.3(a) above shares of Common Stock to be sold by the Corporation for its own account.