Common use of Form S-3 Registration Clause in Contracts

Form S-3 Registration. If the Company receives a request from Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company effect a registration on Form S-3 with respect to all or a part of the Registrable Securities owned by such Initiating Holders, then the Company shall: (a) within ten (10) days after the date such request is given, give notice of the proposed registration to all Holders other than the Initiating Holders (the “S-3 Notice”); and (b) as soon as practicable, use its best efforts to effect such registration as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a request given to the Company within thirty (30) days after the S-3 Notice is given; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3 (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the 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 Selling Expenses) of less than $500,000; (iii) if the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that in the good-faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders under this Section 2.3; provided, however, that the Company shall not invoke this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.3. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1.

Form S-3 Registration. If In case the Company receives a request shall receive --------------------- from any Holder or Holders of at least ten not less than thirty percent (1030%) of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty fifteen (3015) days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the 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 Selling Expensesany underwriters' discounts or commissions) of less than $500,000250,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer President of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.4; provided, however, that the Company shall not invoke utilize this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.31.4; or (v) 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. (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. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least not less than ten percent (10%) of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty fifteen (3015) days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the 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 Selling Expensesany underwriters’ discounts or commissions) of less than $500,0001,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief President or other executive officer of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially 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 ninety (90) 120 days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.4; provided, however, that the Company shall not invoke utilize this deferral right more than twice once in any twelve (12) twelve-month period; and provided further that (iv) in any particular jurisdiction in which the Company shall not register any securities for its own account would be required to qualify to do business or that to execute a general consent to service of any other stockholder during process in effecting such ninety (90) day period other than pursuant to an Excluded Registrationregistration, qualification or compliance; or (ivv) if during the Company has, within period ending one hundred eighty (180) days after the twelve (12) month period preceding the effective date of such request, already effected two registrations on Form S-3 for the Holders pursuant a registration statement subject to this Section 2.31.3. (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. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least ten percent (10%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (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 Registrable Securities owned by such Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all other Holders other than the Initiating Holders (the “S-3 Notice”)of Registrable Securities; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty (30) days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance pursuant to this Section 2.3 2.4: (i) if Form S-3 (or any successor or similar form) is not then available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to and requesting inclusion in such registration, Holders propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of Selling Expenses) of less than Two Million Dollars ($500,000; 2,000,000); (iii) if within thirty (30) days after receipt of a written request from the Holders pursuant to Section 2.4, the Company furnishes gives notice to the Holders of the Company’s intention to make a public offering within ninety (90) days; provided, that, at such time as the offering is abandoned or becomes unlikely to be completed within such ninety (90) day period, the Company shall proceed with the registration in accordance with this Section 2.4; (iv) if the Company shall furnish to the Holders a certificate signed by the chief executive officer of the Company CEO stating that in the good-good faith judgment of the Board of Directors of the CompanyBoard, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at filed because such timeaction (i) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (ii) would render the Company unable to comply with requirements under the Securities Act or Exchange Act, in which event the Company shall have the right to defer the taking action with respect to such filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders under this Section 2.3Holders; provided, however, that the Company shall may not invoke utilize this right more than twice once in any twelve (12) month 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 ninety or (90) day period other than pursuant to an Excluded Registration; or (ivv) if the Company has, within the twelve (12) month 12)-month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.3. (c) 2.4. Subject to the foregoing, the Company shall file a Form S-3 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. Registrations effected pursuant to this Section 2.3 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.12.2.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least ten percent (10%) of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all other Holders other than the Initiating Holders (the “S-3 Notice”)of Registrable Securities; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty fifteen (3015) days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance pursuant to this Section 2.3 2.4: (i) if Form S-3 is not then available for such offering by the Holders; , or (ii) if the Holders, together with the 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 Selling Expenses) of less than two million five hundred thousand dollars ($500,000; 2,500,000), or (iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company furnishes gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days; provided that, the Company makes reasonable good faith efforts to make such public offering during such period, or (iv) if the Company shall furnish to the Holders a certificate signed by the chief executive officer of the Company stating that in the good-faith judgment Chairman of the Board of Directors of the Company, stating that it would be materially detrimental 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 ninety sixty (9060) days after receipt of the request of the Initiating Holder or Holders under this Section 2.32.4; provided, however, that such right to delay a request shall be exercised by the Company shall not invoke this right more than twice once in any twelve (12) month period; and provided further provided, further, however, that in the Company shall not register any securities for its own account or that event of the suspension of effectiveness of any other stockholder during such ninety (90) day period other than registration statement pursuant to an Excluded Registrationthis Agreement, the applicable time period during which such registration statement is to remain effective shall be extended by that number of days equal to the number of days the effectiveness of such registration statement was suspended pursuant to this Section; or or (ivv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.32.4 and such registrations have been declared, have been ordered or have become effective, or (vi) 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. (c) Subject to the foregoing, the Company shall file a Form S-3 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. Registrations effected pursuant to this Section 2.3 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.12.2 or 2.3, respectively.

Form S-3 Registration. If In case the Company receives shall receive a written request or requests from Holders of at least ten percent one-third (10%1/3) of the Registrable Securities then outstanding that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty fifteen (3015) days after receipt of such written notice from the S-3 Notice is givenCompany; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.12: (i1) if Form S-3 is not then available for such offering by the Holders; (ii2) if the Holders, together with the 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 Selling Expensesany underwriters' discounts or commissions) of less than $500,0002,000,000; (iii3) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer President of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially 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 ninety sixty (9060) days after receipt of the request of the Initiating Holder or Holders under this Section 2.3; provided1.12, howeverPROVIDED, HOWEVER, that the Company shall not invoke utilize this right more than twice once in any twelve (12) twelve-month period; and provided further that or (4) in any particular jurisdiction in which the Company shall not register any securities for its own account would be required to qualify to do business or that to execute a general consent to service of any other stockholder during process in effecting such ninety (90) day period other than pursuant to an Excluded Registration; registration, qualification or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.3compliance. (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. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be paid by the Company. Registrations effected pursuant to this Section 2.3 1.12 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If In case the Company receives a request shall receive from the Holders of at least ten percent (10%) of the Registrable Securities then outstanding (for purposes of this Section 1.5, the “Initiating Holders”) a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shall: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given to the Company within thirty fifteen (3015) days after receipt of such written notice from the S-3 Notice is given; Company, provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.5: (i) if Form S-3 is not then available for such offering by the Holders; ; (ii) if the Holders, together with the 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 Selling Expensesany underwriters’ discounts or commissions) of less than $500,000; 1,000,000; (iii) if the Company furnishes shall furnish to the Holders requesting a registration statement pursuant to this Section 1.5, a certificate signed by the chief executive officer Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders under this Section 2.3; providedHolders, however, provided that such right shall be exercised by the Company shall not invoke this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or ; (iv) if the Company 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 2.31.5; or (v) 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. (c) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.5 and the Company shall include such information in the written notice referred to in Section 1.5(a). The provisions of Section 1.3(b) shall be applicable to such request (with the substitution of Section 1.5 for references to Section 1.3). (d) Subject to the foregoing, the Company shall use its best efforts to 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 Initiating Holders. Registrations effected pursuant to this Section 2.3 1.5 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.11.3.

Form S-3 Registration. If In case the Company receives shall receive from any Holder or Holders a written request from Holders of at least ten percent (10%) of the Registrable Securities then outstanding or requests that the Company effect a registration on Form S-3 (which request shall state the number of shares of Registrable Securities to be disposed of) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty (30) 15 days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.7: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the 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 Selling Expensesany underwriters’ discounts or commissions) of less than $500,0001,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer President of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.7; provided, however, that the Company shall not invoke utilize this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or (iv) if the Company 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 2.31.7; (v) 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; (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement that was subject to Section 1.6; or (vii) during the period ending one hundred eighty (180) days after the effective date of the most recent registration pursuant to a request under Section 1.5. The Company shall not be required to maintain and keep any such registration on Form S-3 effective after the earlier to occur of (x) one hundred twenty (120) days from the date of effectiveness of such registration statement, or (y) such date as the disposition of the Registrable Securities subject to such registration has been completed. (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. Registrations effected pursuant to this Section 2.3 1.7 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 1.5 or 1.6, respectively.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least ten percent (10%) of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all other Holders other than the Initiating Holders (the “S-3 Notice”)of Registrable Securities; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty (30) 15 days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance pursuant to this Section 2.3 2.4: (i) if Form S-3 is not then available unavailable for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to and requesting inclusion include their securities in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of Selling Expenses) of less than one million dollars ($500,000; 1,000,000); (iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company furnishes gives notice to such Holder or Holders of the Company’s intention to make a public offering of its securities within 90 days, other than pursuant to a Special Registration Statement; (iv) if the Company shall furnish to the Holders a certificate signed by the chief executive officer Chairman of the Board or the Chief Executive Officer of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially 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 ninety (90) 90 days after receipt of the request of the Initiating Holder or Holders under this Section 2.32.4; provided, however, that such right to delay a request shall be exercised by the Company shall not invoke this right more than twice in any twelve (12) 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 ninety ; (90) day period other than pursuant to an Excluded Registration; or (ivv) if the Company has, within the twelve (12) 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.32.4; or (vi) in any particular jurisdiction in which the Company would be required to qualify to do business, to execute a general consent to service of process or to subject itself to taxation in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.3 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.12.2.

Form S-3 Registration. If In case the Company receives a request shall receive from the Holders of at least ten percent (10%) of the Registrable Securities then outstanding (for purposes of this Section 1.4, the “Required Holders”) a written request or requests that the Company 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 Initiating HoldersHolder or Holders (an “S-3 Registration Request”), then the Company shall: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the an “S-3 Registration Notice”); and (b) use all commercially reasonable efforts to effect, as soon as practicable, use its best 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 Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given to the Company within thirty twenty (3020) days after receipt of the S-3 Notice is givenRegistration Notice; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i) if Form S-3 is not then available for such offering by the Holders; ; (ii) if the Holders, together with the 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 Selling Expensesany underwriters’ discounts or commissions) of less than $500,000; 5,000,000; (iii) if the Company furnishes shall furnish to the Holders requesting a Registration Statement pursuant to this Section 1.4 a certificate signed by the chief executive officer Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration Statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders under this Section 2.3; providedS-3 Registration Request, however, provided that such right shall be exercised by the Company shall not invoke this right more than twice once in any twelve (12) month period; 12)-month period and provided further that the Company shall not register any securities for its own the account of itself or that of any other stockholder during such ninety (90) day period (other than pursuant a registration relating solely to an Excluded Registration; the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act 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); (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected filed two registrations (2) Registration Statements on Form S-3 for the Holders pursuant to this Section 2.31.4, and such Registration Statements have been declared or ordered effective and have remained effective for the time period required by Section 1.5(a)(i) below; or (v) 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 unless the Company is already subject to service in such jurisdiction and except as may be required under the Act. (c) If the Required Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2). (d) 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 Required Holders. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.1Sections 1.2.

Form S-3 Registration. If In case the Company receives shall receive from any Holder or Holders a written request from Holders of at least ten percent (10%) of the Registrable Securities then outstanding or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty (30) 15 days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the 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 Selling Expensesany underwriters’ discounts or commissions) of less than $500,0003,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer President of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its stockholders holders of capital stock 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 ninety (90) 120 days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.4; provided, however, that the Company shall not invoke utilize this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or (iv) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.31.4; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period ending 120 days after the effective date of a registration statement subject to Section 1.3. (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. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least ten percent (10%) not less than 25% of the Registrable Securities then outstanding outstanding, a written -5- request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty (30) 15 days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the 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 Selling Expensesany underwriters’ discounts or commissions) of less than $500,0001,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer President of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially 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 ninety (90) 120 days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.4; provided, however, that the Company shall not invoke utilize this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.31.4; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3. (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. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least ten percent (10%) of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) use its best efforts to effect, as soon as practicable, use its best 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 Initiating 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 to the Company within thirty (30) 15 days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.11: (i1) if Form S-3 is not then available for such offering by the Holders; (ii2) if the participating Holders, together with the 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 anticipated aggregate price to the public (net of Selling Expensesany underwriters’ discounts or commissions) of less than $500,0001,000,000; (iii3) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer Chief Executive Officer of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially 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 ninety sixty (9060) days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.11; provided, however, that the Company shall not invoke utilize this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or (iv4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.31.11; or (5) 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 unless the Company is already subject to service in such jurisdiction and except as may be required by the Act. (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. All expenses incurred in connection with a registration requested pursuant to Section 1.11, including (without limitation) all registration, filing, qualification, printer’s and accounting fees, reasonable fees and expenses for one special counsel for the Holders associated with Registrable Securities (such special counsel to be selected by a majority in interest of the Holders requesting such registration) and the fees and disbursements of counsel for the Company, but excluding any underwriters’ discounts or commissions shall be borne by the Company. Registrations effected pursuant to this Section 2.3 1.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.11.11 if the Company delivers to the Holders requesting registration under this Section 1.11 an opinion, in form and substance acceptable to such Holders, of counsel satisfactory to such Holders, that the Registrable Securities so requested to be registered may be sold or transferred pursuant to Rule 144(k) under the Act.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holders of at least ten percent (10%) a majority of the then outstanding Registrable Securities then outstanding (assuming conversion of all Preferred Stock and exercise of the Common Warrants) a written request or requests that pursuant to this Section 1.5 the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given to the Company within thirty fifteen (3015) days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.5: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to and requesting inclusion in such registration, Holders propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of Selling Expenses) of less than $500,0001,000,000; (iii) if, in a given twelve-month period, the Company has already effected two (2) such registrations pursuant to this Section 1.5 in such period; (iv) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer President of the Company stating that in the good-good faith judgment of the Board of Directors of the CompanyDirectors, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, 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 ninety (90) days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.5; provided, however, that the Company shall not invoke utilize this right more than twice once in any twelve (12) month period; and provided further that or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance or otherwise subject itself to general taxation. Subject to the foregoing, the Company shall not register any file a registration statement covering the Registrable Securities and other securities for its own account so requested to be registered as soon as practicable after receipt of the request or that requests of any other stockholder during such ninety (90) day period other than pursuant to an Excluded Registration; or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.3. (c) Holders. Registrations effected pursuant to this Section 2.3 1.5 shall not be counted as demands for registration or registrations effected pursuant to Section 2.11.3.

Form S-3 Registration. If In case the Company Corporation receives from the Demand Holders a written request from Holders of at least ten percent (10%) of the Registrable Securities then outstanding or requests that the Company Corporation effect a registration on Form S-3 with respect to all or a part of the Registrable Securities owned by such Initiating Demand Holders, then the Company Corporation shall: (ai) within ten (10) days after the date such request is given, Promptly give written notice of the proposed registration and the Demand Holders request therefor to all Holders other than the Initiating Holders (the “S-3 Notice”)of Registrable Securities; and (bii) as As soon as practicable, use its best efforts to practicable effect such registration as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a request given to the Company within thirty (30) days after the S-3 Notice is givenregistration; provided, however, that the Company Corporation shall not be obligated to effect any such registration registration, qualification or compliance pursuant to this Section 2.3 5(e): (iA) if Form S-3 is not then available for such offering by the Holders; (iiB) if the Holders, together with the holders of any other securities of the Company entitled to and requesting inclusion in such registration, Holders propose to sell Registrable Securities and such other securities (if any) at an aggregate gross offering price to the public (net of Selling Expenses) of less than $500,000500,000.00; (iiiC) if the Company Corporation has, within the six (6)-month period preceding the date of such request, already effected one registration on Form S-3 for the Holders pursuant to this Section 5(e); (D) if the Corporation furnishes to the Holders of Registrable Securities a certificate signed by the chief executive officer President or Chief Executive Officer of the Company Corporation stating that (1) the Corporation is planning to file a registration statement in connection with an underwritten public offering within 120 days of such request for registration, or (2) in the good-good faith judgment of the Board of Directors of the CompanyCorporation, it would be materially detrimental to the Company Corporation and its stockholders for such Form S-3 registration statement to be effected filed 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 ninety (90) 120 days after receipt of the request of the Initiating Holders holders of Registrable Securities under this Section 2.35(e); provided, however, that the Company shall may not invoke utilize this right more than twice once in any twelve (12) month 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 ninety (90) day period other than pursuant to an Excluded Registration; or (ivE) if in any particular jurisdiction in which the Company hasCorporation would be required to qualify to do business or to execute a general consent to service of process in order to effect such registration in compliance with all applicable laws. (iii) Subject to the foregoing, within the twelve (12) month period preceding the date of such request, already effected two registrations on Corporation shall file a Form S-3 for registration statement covering the Holders Registrable Securities to be registered pursuant to this Section 2.3. (c5(e) Registrations effected as soon as practicable after receipt of the request or requests of the requisite Holders for such registration. All registration expenses incurred in connection with a registration pursuant to this Section 2.3 5(e) (other than underwriters’ discounts and commissions which shall not be counted as demands for borne proportionately by Holders participating in a registration or registrations effected pursuant to this Section 2.15(e)) shall be borne by the Corporation.

Form S-3 Registration. If In case the Company receives a request shall receive from one or more Preferred Holders of that, individually or together with such Preferred Holder’s affiliates, hold at least ten percent (10%) $10,000,000 of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 with respect to all or a part of the Registrable Securities owned by such Initiating HoldersPreferred Holder(s), then the Company shallagrees: (a) within ten (10) days after the date such request is given, to promptly give written notice of the proposed registration to all Holders other than the Initiating Holders (the “S-3 Notice”)) to all other Preferred Holders, if any; and (b) as soon as practicablepracticable after receiving such a request, use its best commercially reasonable efforts to effect such registration as would permit or facilitate the sale and distribution of all or such portion of such Initiating Preferred Holder’s or Preferred Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders Preferred Holder(s) joining in such request as are specified in a written request given to the Company within thirty fifteen (3015) days after the S-3 Notice is givengiven by the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3 8.4 (i) if Form S-3 is not then available for such offering by the HoldersPreferred Holder(s); (ii) if the HoldersPreferred Holder(s), together with the 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 Selling Expenses) of less than $500,0001,000,000; (iii) if the Company furnishes shall furnish to the Holders Preferred Holder(s) a certificate signed by the chief executive officer President of the Company stating that it would be in the good-good faith judgment of the Board of Directors of the Company, it would be underwriters materially detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at filed or to either become effective or remain effective for as long as such timeregistration statement otherwise would be required to remain effective, in which event because such action would (x) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (z) render the Company unable to comply with requirements under the Act or 1934 Act, then the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety sixty (9060) days after receipt of the request of the Initiating Holders Preferred Holder(s) under this Section 2.38.4; provided, however, that the Company shall not invoke utilize this right more than twice once in any twelve (12) eighteen month period; period and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety sixty (9060) day period (or such shorter period during which registration of the Preferred Holders’ Registrable Securities is defered pursuant to clauses 8.4(b)(iii)(x) through 8.4(b)(iii)(y), above), other than pursuant to an Excluded Registration; or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already has effected two (2) registrations on Form S-3 for the Holders (or its then equivalent) pursuant to this Section 2.38.4 within the previous 12-month period and such registrations have been declared or ordered effective and the sales of Registrable Securities under such registration statement have closed. (c) Registrations effected pursuant to this Section 2.3 8.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 8.2 or 8.3, respectively.

Form S-3 Registration. If In case the Company receives a request will receive from any Holder or Holders of at least ten percent (10%) of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration and the Holder’s or Holders’ request therefor, and any related qualification or compliance, to all other Holders other than the Initiating Holders (the “S-3 Notice”)of Registrable Securities; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty twenty (3020) days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall will not be obligated to effect any such registration registration, qualification or compliance pursuant to this Section 2.3 1.4: (i1) if Form S-3 is not then available for such offering by the Holders; ; (ii2) if the Holders, together with the 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 Selling Expenses) of less than Five Hundred Thousand Dollars ($500,000; ); (iii3) if the Company furnishes will furnish to the Holders a certificate signed by the chief executive officer President or 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 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 will have the right to defer the filing of the Form S-3 registration statement no more than once during any twelve (12) month period for a period of not more than ninety one hundred twenty (90120) days after following receipt of the request of the Initiating Holder or Holders under this Section 2.3; provided, however, that the Company shall not invoke this right more than twice in any twelve 1.4; (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 ninety (90) day period other than pursuant to an Excluded Registration; or (iv4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations one (1) registration on Form S-3 for the Holders pursuant to this Section 2.3.1.4; or (c5) Registrations effected pursuant in any particular jurisdiction in which the Company would be required to this Section 2.3 shall not be counted as demands for registration qualify to do business or registrations effected pursuant to Section 2.1execute a general consent to service of process in effecting such registration, qualification or compliance.

Form S-3 Registration. If Notwithstanding anything in Section 1.2 or Section 1.3 to the contrary, in case the Company receives a request shall receive from any Holders of at least ten percent (10%) of the Registrable Common Securities then outstanding or Registrable Preferred Securities then outstanding, a written request or requests that the Company 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 Initiating Holder or Holders, then and the Company shallis then eligible to use Form S-3 for the resale of Registrable Securities, the Company will: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best efforts to promptly 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 Initiating 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 to the Company within thirty fifteen (3015) days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i) if Form S-3 is not then available for such offering by the Holders; ; (ii) if the Holders, together with the 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 Selling Expensesany underwriters’ discounts or commissions) of less than $500,000; 2.5 million; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the Company’s chief executive officer or chairman of the Company Board stating that in the good-good faith judgment of the Board of Directors of as evidenced by a resolution by the CompanyBoard, it would be materially 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 ninety sixty (9060) days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.4; provided, however, that the Company shall not invoke utilize this right more than twice once in any twelve (12) twelve-month period; and provided further further, that this right is cumulative to the right under Section 1.2(c) such that the Company shall not register may only defer the filing of a registration statement under Section 1.2(c) or Section 1.4(b)(iii) once in any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to an Excluded Registration; or twelve-month period; (iv) if the Company has, within the twelve three (123) month period preceding the date of such request, already effected two registrations one (1) registration on Form S-3 for the Holders pursuant to this Section 2.31.3, provided, that any such registration shall be deemed to have been “effected” if the registration statement relating thereto (A) has become or been declared or ordered effective under the Securities Act, and any of the Registrable Securities of the Initiating Holder(s) included in such registration have actually been sold thereunder and (B) has remained effective for a period of at least 180 days; or (v) 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. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered promptly after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.11.2 or Section 1.3, respectively. (d) If the Holders intend to distribute the Registrable Securities covered by their request under this Section 1.4 by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in subsection 1.4(a). The underwriter or underwriters will be selected by the Company, subject to the approval of a majority in interest of the Holders participating in such registration. In such event, the right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Holders participating in the registration and the Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(h)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.4, if the managing underwriter advises the Company and the Holders participating in such underwriting in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder at the time of the filing of the registration statement; provided, however, that the number of shares of Registrable Securities held by Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least ten percent (10%) a majority of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty (30) 15 days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 2.3: (i) if Form S-3 is not then available for such offering by the Holders; ; (ii) if the Holders, together with the 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 Selling Expensesany underwriters’ discounts or commissions) of less than $500,000; 10,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer President of the Company stating that in the good-good faith judgment of the Board of Directors of the CompanyBoard, it would be materially seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected filed, become effective or remain effective 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 ninety (90) 120 days after receipt of the request of the Initiating Holder or Holders under this Section 2.3; provided, however, that the Company shall not invoke utilize this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or ; (iv) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.3; (v) 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, unless the Company is already subject to service in such jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 2.1 or Section 2.2. (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. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section Sections 2.1.

Form S-3 Registration. If the Company receives a request shall receive from Holders of at least ten seventy five percent (1075%) of the Registrable Securities Shares then outstanding a written request or requests that the Company effect a registration on 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 Registrable Securities Shares owned by such Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, a. promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all other Holders other than the Initiating Holders (the “S-3 Notice”)of Registrable Securities; and (b) b. as soon as practicable, use its best 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 Initiating Holder’s or Holders’ Registrable Securities Shares as are specified in such request, together with all or such portion of the Registrable Securities Shares of any other Holder or Holders joining in such request as are specified in a written request given to the Company within thirty fifteen (3015) days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance pursuant to this Section 2.3 4.3: (i) if Form S-3 is not then available for such offering by the Holders; , or (ii) if the Holders, together with the holders of any other securities of the Company entitled to and requesting inclusion in such registration, propose to sell Registrable Securities Shares and such other securities (if any) at an aggregate price to the public (net of Selling Expenses) of less than five hundred thousand dollars ($500,000; ), or (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chairman of the Board of the Company or its chief executive officer of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially 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 ninety (90) days after receipt of the request of the Initiating Holder or Holders under this Section 2.34.3; provided, however, that such right to delay a request shall be exercised by the Company shall not invoke this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or , or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations one (1) registration on Form S-3 for the Holders pursuant to this Section 2.34.3. (c) c. Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Shares and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 4.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.14.1 or Section 4.2, respectively.

Form S-3 Registration. If In case the Company receives a request shall receive from the Holders of at least ten percent (10%) of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating 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 15 days after receipt of such written notice from the Company, subject, however, to the Company within thirty limitations set forth in Section 1.13(b) if the offering involves an underwriting (30which provisions of Section 1.13(b) days after the S-3 Notice is givenshall apply to offerings under this Section 1.10); provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.10: (i1) if Form S-3 is not then available for such offering by the Holders; (ii2) if the Holders, together with the 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 Selling Expensesany underwriters’ discounts or commissions) of less than $500,0003,000,000; (iii3) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer of the Company stating that in the good-faith judgment Company’s Chief Executive Officer or Chairman of the Board of Directors of the CompanyCompany (the “Board”) stating that in the good faith judgment of the Board, it would be materially 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 ninety (90) days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.10; provided, however, that the Company shall not invoke utilize this right more than twice once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own the account of itself or that of any other stockholder during such ninety (90) day period (other than pursuant a registration relating solely to an Excluded Registrationthe sale of securities of participants in a Company stock 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 (iv4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.31.10; or (5) 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, unless the Company is already qualified to do business and subject to service of process in such jurisdiction and except as may be required under the Act. (c) Registrations 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. (d) Any registrations effected pursuant to this Section 2.3 1.10 shall not be counted as demands for a registration or registrations effected pursuant to Section 2.11.13. (e) A registration shall not constitute a registration on Form S-3 until it has become effective and remains continuously effective for the period of the distribution contemplated thereby (determined as provided in Section 1.3 hereof); provided, however, that a registration shall not constitute a registration on Form S-3 if (x) after such registration has become effective, such registration of the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason not attributable to the Holders initiating the registration hereunder and such interference is not thereafter eliminated or (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure by the Holders initiating the registrations hereunder.

Form S-3 Registration. If In case the Company receives a request Corporation shall receive --------------------- from any Holder or Holders of at least ten percent (10%) of the Registrable Securities then outstanding a written request or requests that the Company Corporation 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 Initiating Holder or Holders, then the Company shallCorporation will: (a) within ten (10) days after the date such request is given, 1.4.1. promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) 1.4.2. as soon as practicable, use its best efforts to effect such registration and all such qualifications and compliance as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating 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 to the Company within thirty fifteen (3015) days after receipt of such written notice from the S-3 Notice is givenCorporation; provided, however, that the Company Corporation shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i1) if the Registrable Securities requested by all Holders to be registered pursuant to this Section 1.4 have an anticipated aggregate offering price to the public (before deducting any underwriter discounts, concessions or commissions) of less than $1,000,000; (2) if Form S-3 is not then available for such offering by the Holders; (ii3) if the Holders, together with the 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 Selling Expenses) of less than $500,000; (iii) if the Company furnishes Corporation shall furnish to the Holders a certificate signed by the chief executive officer President of the Company Corporation stating that in the good-good faith judgment of the Board of Directors of the CompanyCorporation, it would be materially seriously detrimental to the Company Corporation and its stockholders for such Form S-3 registration 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 ninety (90) days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.4; provided, however, that the Company Corporation shall not invoke utilize this right more than twice once in any twelve (12) twelve-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 ninety (90) day period other than pursuant to an Excluded Registration; or (iv4) if the Company Corporation has, within the twelve (12) month period preceding the date of such request, already effected two one (1) or more registrations on Form S-3 for the Holders pursuant to this Section 2.31.4; or (5) in any particular jurisdiction in which the Corporation 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. (c) 1.4.3. Subject to the foregoing, the Corporation 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. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 1.2.

Form S-3 Registration. (a) If the Company receives shall receive from any Holder or Holders a request from Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company effect a registration on Form S-3 or any similar short-form registration statement with respect to all or a part of the Registrable Securities owned by such Initiating HoldersSecurities, then the Company shall: (ai) within ten (10) days after the date such request is given, promptly give notice of the proposed registration registration, and any related qualification or compliance, to all other Holders other than and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such Holders who respond in writing to the Initiating Holders Company's notice within 30 days after delivery of such notice (which response shall specify the “S-3 Notice”number of Registrable Securities proposed to be included in such registration); and (bii) as soon as practicable, use its best efforts to promptly effect such registration and all such qualifications and compliances as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ the 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 request given by notice to the Company given within thirty (30) days after receipt of such notice from the S-3 Notice is given; providedCompany. (b) Notwithstanding anything to the contrary contained herein, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance pursuant to this Section 2.3 2.3: (i) if Form S-3 is not then available for such offering by the Holders; ; (ii) if the Holders, together with the 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 Selling Expenses) of less than $500,000; 1,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer President or Chief Executive Officer of the Company stating that in the good-good faith judgment of the Board of Directors of the CompanyDirectors, it would be materially 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 ninety thirty (9030) days after receipt of the request of the Initiating Holder or Holders under this Section 2.3; provided, however, that such right to delay a request shall be exercised by the Company shall not invoke this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or ; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two three (3) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) 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 where it would not otherwise be required so to do. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.1(a). (d) After the Company's Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. If In the event that the Company receives a request shall receive, from any Holder or Holders of at least ten not less than fifty percent (1050%) of the Registrable Securities then outstanding outstanding, a written request or requests that the Company effect a registration on Form S-3 with respect to all or a part of the Registrable Securities owned by such Initiating Holder or Holders, then the Company shall: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty fifteen (3015) days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.3: (i) if Form S-3 is not then available for such offering by the Holders; ; (ii) if the Holders, together with the 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 Selling Expensesbefore deducting any underwriters' discounts or commissions) of less than $500,000; ; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer President of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially 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 ninety (90) 180 days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.3; provided, however, that the Company shall not invoke utilize this right more than twice once in any twelve (12) month period; and provided further that period pursuant to this Section 1.3(b)(iii); (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.3, the Company shall not register any securities for its own account or that gives notice to the Holders of any other stockholder during such the Company's intention to make a public offering within ninety (90) day period other than pursuant to an Excluded Registration; or days; (ivv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations a registration on Form S-3 for the Holders pursuant to this Section 2.31.3; (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vii) after the Company has effected one (1) registration pursuant to Section 1.2 and such registration has been declared effective or ordered effective. (c) Registrations effected pursuant Subject to this Section 2.3 the foregoing, the Company shall not file a registration statement covering the Registrable Securities so requested to be counted registered as demands for registration soon as practicable after receipt of the request or registrations effected pursuant to Section 2.1requests of the Holders.

Form S-3 Registration. If the Company receives a request from one or more Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company effect a registration on Form S-3 with respect to all or a part of the Registrable Securities owned by such Initiating Holders, then the Company shall: (a) within ten (10) calendar days after the date such request is given, give notice of the proposed registration to all Holders other than the Initiating Holders (the “S-3 Notice”); and (b) as soon as practicable, use its best commercially reasonable efforts to effect such registration as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a request given to the Company within thirty fifteen (3015) calendar days after the S-3 Notice is given; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3 (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the 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 without regard to Selling Expenses) of less than $500,0001,000,000; (iii) if the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that in the good-faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety sixty (9060) calendar days after receipt of the request of the Initiating Holders under this Section 2.3; provided, however, that the Company shall not invoke this right more than twice 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 ninety sixty (9060) day period other than pursuant to an Excluded Registrationa 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, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) during the period ending one hundred eighty (180) calendar days after the effective date of a registration made under Section 2.2 hereof. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least ten percent (10%) % of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty (30) 15 days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the 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 Selling Expensesany underwriters’ discounts or commissions) of less than $500,0001,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer President of the Company stating that in the good-good faith judgment of the Board of Directors of the CompanyBoard, it would be materially seriously detrimental to the Company and its stockholders holders of capital stock 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 ninety (90) 120 days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.4; provided, however, that the Company shall not invoke utilize this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or (iv) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.31.4; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3. (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. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least ten percent three hundred thousand (10%300,000) shares of the Registrable Securities then outstanding (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations) a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shall: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best efforts to effect as soon as practicable, 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 Initiating Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given to the Company within thirty fifteen (3015) days after receipt of such written notice from the S-3 Notice is given; Company, provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 section 1.4: (i) if Form S-3 is not then available for such offering by the Holders; ; (ii) if the Holders, together with the 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 Selling Expensesany underwriters' discounts or commissions) of less than $500,000; 1,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer Chief Executive Officer or Chairman of the Board of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially 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 ninety (90) days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.4; provided, however, that the Company shall not invoke utilize this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or ; (iv) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected two registrations one registration on Form S-3 for the Holders pursuant to this Section 2.31.4; or (v) 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. (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. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.1Sections 1.2.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least ten percent (10%) of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty (30) 15 days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the 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 Selling Expensesany underwriters’ discounts or commissions) of less than $500,0001,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer Chief Executive Officer or President of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially 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 ninety (90) 120 days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.4; provided, however, that the Company shall not invoke utilize this right more than twice once in any twelve (12) 12 month period; and provided further provided, further, that the Company shall not register any securities for its own the account of itself or that of any other stockholder during such ninety (90) 120 day period (other than pursuant a registration relating solely to an Excluded Registrationthe sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, 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, within the twelve (12) 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 2.31.4; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3. (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. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If In case the Company receives a request shall receive from Holders of at least ten percent (10%any Holder(s) of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shall: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) use best efforts to effect, as soon as practicable, use its best 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 Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given to the Company within thirty (30) fifteen days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i1) if Form S-3 is not then available for use by the Company with respect to such offering by the Holders; ; (ii2) 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 Selling Expenses) of less than $500,000; 1,000,000; (iii3) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer Chief Executive Officer or Chairman of the Board of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially 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 ninety (90) one hundred twenty days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.4; provided, however, that the Company shall not invoke utilize such right to delay any request of the Holders under this right Section 1.4 more than twice once in any twelve (12) twelve-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 ninety ; (90) day period other than pursuant to an Excluded Registration; or (iv4) if the Company has, within the twelve (12) twelve-month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.3.1.4; or (5) 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 unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; and (c) Subject to the foregoing, file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable, and in any event within 30 days, after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.11.2.

Form S-3 Registration. If the Company receives a request from Holders of at least ten twenty percent (1020%) of the Registrable Securities then outstanding that the Company effect a registration on Form S-3 with respect to all or a part of the Registrable Securities owned by such Initiating Holders, then the Company shall: (a) within ten (10) days after the date such request is given, give notice of the proposed registration to all Holders other than the Initiating Holders (the “S-3 Notice”); and (b) as soon as practicable, use its best commercially reasonable efforts to effect such registration as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a request given to the Company within thirty fifteen (3015) days after the S-3 Notice is given; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3 (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the 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 Selling Expenses) of less than $500,0002 million (based upon the public market price on the date of such request); (iii) if the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that in the good-faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) 30 days after receipt of the request of the Initiating Holders under this Section 2.3; provided, however, that the Company shall not invoke this right more than twice 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 ninety thirty (9030) day period other than pursuant to an Excluded Registration; or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.3. ; or (cv) during the period ending one hundred eighty (180) days after the effective date of a registration made under Section 2.2 hereof. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least ten percent (10%) of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty fifteen (3015) days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 2.13, (i) if Form S-3 is not then legally available for such offering by the Holders; (ii) if the Holders, together with the 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 Selling Expensesany underwriters’ discounts or commissions) of less than $500,0001,000,000; or (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer president of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, Company it would be materially and adversely 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 ninety (90) days after receipt of the request of the Initiating Holder or Holders under this Section 2.32.13; provided, however, that the Company shall not invoke utilize this right more than twice once in any twelve (12) month period. If for any reason the Company ceases to be a WKSI or becomes ineligible to utilize Form S-3, then the Company shall prepare and file with the Securities and Exchange Commission one or more registration statements on such form that is available for the sale of Registrable Securities. All registrations pursuant to this Section 2.13 shall be underwritten registrations unless otherwise approved by the holders of a majority of the Registrable Securities initially requesting registration. (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. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to this Section 2.13, including (without limitation) all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of counsel for the Company and one counsel for the selling Holder or Holders, shall be borne by the Company; and provided further provided, however, that the Company shall not register be required to pay for any securities for its own account or that expenses of any other stockholder during such ninety (90) day period other than pursuant to an Excluded Registration; or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders registration proceeding begun pursuant to this Section 2.32.13 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to the registration under this Section 2.13 for a six (6) month period; provided further, however, that if at the time of such withdrawal, (i) the Holders have learned of a material adverse change in the condition or business of the Company from that known to the Holders at the time of their request or (ii) the underwriters indicated that the registration would have likely not included at least 75% of such Registrable Securities requested to be included in such registration, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 2.13 for such a six (6) month period. (cd) Registrations The Company is obligated to effect an unlimited number of registrations pursuant to this Section 2.13 and registrations effected pursuant to this Section 2.3 2.13 shall not be counted as demands for registration demand registrations under Section 2.2 or registrations effected pursuant to Section 2.12.3.

Form S-3 Registration. If In case the Company receives a request shall receive from the Holders of at least ten twenty-five percent (1025%) of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shall: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) use commercially reasonable efforts to effect, as soon as practicable, use its best 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 Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given to the Company within thirty fifteen (3015) days after receipt of such written notice from the S-3 Notice is given; Company, provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i) if Form S-3 is not then available for such offering by the Holders; ; (ii) if the Holders, together with the 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 Selling Expensesany underwriters’ discounts or commissions) of less than $500,000; 1,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer Chief Executive Officer or Chairman of the Board of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially 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 ninety sixty (9060) days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.4; provided, however, that the Company shall not invoke utilize this right more than twice once in any twelve (12) month period; period and provided further further, that the Company shall not register any securities for its own the account of itself or that of any other stockholder during such ninety (90) 60-day period other than pursuant to an Excluded Registration; or period; (iv) if the Company has, within the twelve (12) six-month period preceding the date of such request, already effected two registrations one (1) registration on Form S-3 for the Holders pursuant to this Section 2.31.4; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business, where not otherwise required, or to execute a general consent to service of process in effecting such registration, qualification or compliance. (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. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.11.2 or Section 1.3.

Form S-3 Registration. If In case the Company receives shall receive from one or more Holders a written request from Holders of at least ten percent (10%) of the Registrable Securities then outstanding or requests that the Company 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 Initiating Holder or Holders, then provided that the number of shares requested to be sold would have an aggregate price to the public of at least $1,000,000, the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty (30) 15 days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.12: (i1) if Form S-3 is not then available for such offering by the Holders; (ii2) if the Holders, together with the 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 Selling Expensesany underwriters' discounts or commissions) of less than $500,0001,000,000; (iii3) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer President of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially 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 ninety (90) 60 days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.12; provided, however, that the Company shall not invoke utilize this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or (iv4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.31.12; or (5) 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. (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. All expenses incurred in connection with the first two registrations requested pursuant to Section 1.12, including (without limitation) all registration, filing and qualification fees, printing and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by the Company, and the expenses of any subsequent registration shall be borne pro rata by the Holder or Holders participating in the Form S-3 Registration. Registrations effected pursuant to this Section 2.3 1.12 shall not be counted as demands for registration or registrations effected pursuant to Section 2.11.2.

Form S-3 Registration. If (a) Request for a Form S-3 Registration. Upon the Company receives becoming eligible for use of Form S-3 or any successor form thereto under the Securities Act in connection with a request from Holders secondary public offering of at least ten percent (10%) its equity securities, in lieu of a Demand Registration, in the Registrable Securities then outstanding event that the Company effect shall receive from the 25% Designated Stockholders (collectively, the “S-3 Initiating Holders”) a registration written request that the Company register under the Securities Act on Form S-3 with respect to or any successor form then in effect (an “S-3 Registration”) the sale of all or a part portion of the Registrable Securities owned by such S-3 Initiating HoldersHolders (which S-3 Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act (or any successor rule or regulation)), then the Company shall: shall give written notice of such request to all of the other Designated Stockholders (aother than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) as promptly as practicable but in no event later than ten (10) days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such other Designated Stockholders the opportunity to register the number of Registrable Securities as each such Designated Stockholder may request in writing to the Company, given within ten (10) days after of the date such request is given, give on which the Company sent the written notice of such registration. Each request for an S-3 Registration by the proposed registration to all Holders other than the S-3 Initiating Holders (shall state the “S-3 Notice”); and (b) as soon as practicable, use its best efforts to effect such registration as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion amount of the Registrable Securities proposed to be sold and the intended method of any other Holders joining disposition thereof. With respect to each S-3 Registration, the Company shall, subject to Section 5(b), (i) include in such request as are specified in a request given to offering the Company within thirty (30) days after Registrable Securities of the S-3 Notice is given; providedInitiating Holders and the Designated Stockholders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein (collectively, however, that the Company shall not be obligated “S-3 Participating Stockholders”) and (ii) use its commercially reasonable efforts to effect any cause such registration pursuant to this Section 2.3 (i5(a) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holdersto become and remain effective as soon as practicable, together with the holders of any other securities of the Company entitled to and requesting inclusion but in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of Selling Expenses) of less than $500,000; (iii) if the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that in the good-faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which no event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more later than ninety (90) days after receipt it receives a request therefor and not earlier than 90 days after the effective date of any other Registration Statement of the request Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto) that had been filed with the Commission but not yet declared effective at the time such registration was requested. Notwithstanding the foregoing, immediately upon determination of the Initiating Holders under this Section 2.3price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten offering, if such price is below the price which any S-3 Participating Stockholder finds acceptable, such S-3 Participating Stockholder shall then have the right, by written notice to the Company, to withdraw its Registrable Securities from being included in such offering; provided, howeverthat such a withdrawal by the Majority S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating Stockholders. If the Majority S-3 Initiating Holders request, that and if the Company is a Well-Known Seasoned Issuer, the Company shall not invoke this right more than twice 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 cause such ninety (90) day period other than S-3 Registration to be made pursuant to an Excluded Registration; or (iv) if Automatic Shelf Registration Statement and may omit the Company has, within names of the twelve (12) month period preceding S-3 Participating Stockholders and the date amount of such request, already effected two registrations on Form S-3 for the Holders pursuant Registrable Securities to this Section 2.3be offered thereunder. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least ten percent (10%) of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty (30) 15 days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the 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 Selling Expensesany underwriters’ discounts or commissions) of less than $500,0002,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer President of the Company stating that in the good-good faith judgment of the Board of Directors of the CompanyBoard, it would be materially seriously detrimental to the Company and its stockholders holders of capital stock 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 ninety (90) 60 days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.4; provided, however, that the Company shall not invoke utilize this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or (iv) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.31.4; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3. (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. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If In case the Company receives a request shall receive from the Holders of (i) at least ten percent (10%) a majority of Registrable Securities issued or issuable upon conversion of the Series A Preferred Stock then outstanding or (ii) at least a majority of Registrable Securities issued or issuable upon conversion of the Series B Preferred Stock then outstanding (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shall: (a) within ten (10) days after the date receipt of such request is givenwritten request, give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) use all commercially reasonable efforts to effect, as soon as practicable, use its best 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 Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given to the Company within thirty twenty (3020) days after receipt of such written notice from the S-3 Notice is given; Company, provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i) if Form S-3 is not then available for such offering by the Holders; ; (ii) if the Holders, together with the 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 Selling Expensesany underwriters’ discounts or commissions) of less than $500,000; 5,000,000; (iii) if the Company furnishes shall furnish to the all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the chief executive officer Company’s Chief Executive Officer or Chairman of the Company Board of Directors stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders Holders, provided that in such event, the Initiating Holder(s) initially requesting such registration shall be entitled to withdraw such request and, if such request is withdrawn, such registration shall not count as one of the permitted registrations under this Section 2.3; provided, however, that 1.4 and the Company shall pay all registration expenses in connection with such registration provided further that such right shall be exercised by the Company not invoke this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or or (iv) if the Company has, has (a) 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 2.31.4, (b) solely in the case of the holders of Registrable Securities issued or issuable upon conversion of the Series A Preferred Stock, already effected five (5) registrations on Form S-3 pursuant to clause (i) of the first sentence of this Section 1.4, or (c) solely in the case of the holders of Registrable Securities issued or issuable upon conversion of the Series B Preferred Stock, already effected five (5) registrations on Form S-3 pursuant to clause (ii) of the first sentence of this Section 1.4. (c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2). (d) 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 S-3 Initiating Holders. After the Company has become subject to the reporting requirements of the 1934 Act, the Company shall use its reasonable best efforts to make short-form registrations on Form S-3 available for the sale of Registrable Securities. If the Company is qualified to and, pursuant to the request of any Investor, has filed with the SEC a registration statement under the Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then the Company shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Act as soon as practicable after filing, and once effective, the Company shall cause such Shelf Registration to remain effective for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold pursuant to such Shelf Registration or (ii) the date as of which all of the Registrable Securities included in such Shelf Registration are able to be sold within a 90-day period in compliance with Rule 144 under the Act. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.11.2.

Form S-3 Registration. If the Company receives shall receive, at any time commencing on the earlier of (i) the conversion of the Preferred Stock purchased pursuant to the Purchase Agreement or (ii) December 31, 1997, a request or requests from the Initiating Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company effect a registration on Form S-3 (or any similar successor form) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best efforts to effect such registration and all such qualifications and compliance as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating 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 to the Company within thirty (30) 15 days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance pursuant to this Section 2.3 14: (i) if the Company is not qualified as a registrant entitled to use Form S-3 is not then available for such offering by (or the Holdersapplicable successor form); or (ii) if the Holders, together with the holders of any other securities of the Company entitled to and requesting inclusion in such registration, propose to sell Registrable Securities and such any other securities (if any) at an aggregate price to the public (net of Selling Expenses) of less than $500,000; (iii) if the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that in the good-faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders under this Section 2.3; provided, however, that the Company shall not invoke this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration2,500,000; or (iviii) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected two registrations on Form S-3 (or applicable successor form) for the Holders pursuant to this Section 2.3. 14; (civ) the number of securities proposed to be sold are then eligible to be sold under Rule 144 in a single three month period; or (v) 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. 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 Initiating Holders. Registrations effected pursuant to this Section 2.3 14 shall not be counted as demands for registration or registrations effected pursuant to Section 2.12. The Holders agree that the maximum number of shares that they will sell using an S-3 registration statement filed by the Company pursuant to this Section 14 during any three month period will not exceed the limit imposed by Rule 144(e)(1).

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least ten percent (10%) a majority of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) use all reasonable best efforts to effect, as soon as practicable, use its best 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 Initiating 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 to the Company within thirty (30) 15 days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the 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 Selling Expenses) of less than $500,0001,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer President of the Company stating that in the good-good faith judgment of the Board of Directors of the CompanyDirectors, it would be materially seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such timefiled, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.4; provided, however, that the Company shall not invoke utilize this right or the similar right set forth in Section 1.2(c) more than twice once in any twelve (12) -month period; and provided provided, further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period stockholder, other than pursuant to an Excluded Registration, during such 90 day period; or (iv) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.31.4 (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold); (v) 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 unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3. (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. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.11.2 or Section 1.3, respectively.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least ten percent (10%) more than 50% of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty (30) 15 days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the 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 Selling Expensesany underwriters’ discounts or commissions) of less than $500,0005,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer Chief Executive Officer of the Company stating that in the good-good faith judgment of the Board of Directors of the CompanyBoard, it would be materially seriously detrimental to the Company and its stockholders holders of capital stock 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 ninety (90) 120 days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.4; provided, however, that the Company shall not invoke utilize this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or (iv) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.31.4; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3. (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. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If In case the Company receives a request shall receive from the Holders of at least ten percent (10%) of the Registrable Securities then outstanding (for purposes of this Section 2.3, the “S-3 Initiating Holders”) a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shall: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) use its commercially reasonable efforts to effect, as soon as practicable, use its best 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 Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given to the Company within thirty fifteen (3015) days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 2.3: (i) if Form S-3 is not then available for such offering by the Holders; ; (ii) if the Holders, together with the 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 with aggregate price to the public (proceeds, net of Selling Expenses) underwriting discounts and commissions, of less than $500,000; 3,000,000; (iii) if the Company furnishes shall furnish to the all Holders requesting a registration statement pursuant to this Section 2.3 a certificate signed by the chief executive officer Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good-good faith judgment of the Board of Directors of the CompanyBoard, it would be materially seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders under this Section 2.3Holders; provided, however, provided that such right shall be exercised by the Company shall not invoke this right more than twice once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own the account of itself or that of any other stockholder during such ninety (90) day period (other than pursuant a registration relating solely to an Excluded Registration; the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, 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); (iv) if the Company has, has already effected two (2) registrations on Form S-3 pursuant to this Section 2.3 within the twelve (12) month period preceding the date of such request; (v) 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, already effected two registrations qualification or compliance; or (vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on Form S-3 for a date ninety (90) days following the Holders pursuant effective date of a Company-initiated registration subject to Section 2.2 of this Section 2.3Agreement, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective. (c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the written notice referred to in Section 2.3(a). The provisions of Section 2.1(b) of this Agreement shall be applicable to such request (with the substitution of Section 2.3 for references to Section 2.1). (d) 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 S-3 Initiating Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.12.1 of this Agreement.

Form S-3 Registration. If In case the Company receives shall receive at any time after ninety (90) days from the Closing Date written request or requests from a request from Holders of at least ten percent (10%) of the Registrable Securities then outstanding Holder that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company made within thirty (30) days after the S-3 Notice is givenCompany shall have given such notice pursuant to Section 12.1 hereof; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance pursuant to this Section 2.3 7.9 (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the 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 Selling Expenses) of less than Five Million Dollars (US $500,0005,000,000); (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer of the Company CEO stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially 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 Registration Statement for a period of not more than ninety one hundred eighty (90180) days after receipt of the request of the Initiating Holder or Holders under this Section 2.37.9; provided, however, that the Company shall not invoke utilize this right more than twice once in any twelve (12) 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 ninety (90) day period other than pursuant to an Excluded Registration; or (iv) if the Company has, within the twelve (12) nine month period preceding the date of such request, already has effected two registrations one registration on Form S-3 for the Holders pursuant to this Section 2.3. 7.9 or within the 48 month period preceding the date of such request already has effected five such registrations and other similar provisions granting rights to the registration on Form S-3; or (cv) Registrations effected 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. Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered (including securities which the Company wishes to issue), as soon as practicable after receipt of the request or requests of the Holders. All expenses, other than underwriting discounts and commissions, incurred in connection with the registrations pursuant to this Section 2.3 7.9, including (without limitation) all other registration, filing, qualification, printer's and accounting fees shall not be counted as demands for registration or registrations effected pursuant to Section 2.1borne by the Company.

Form S-3 Registration. If In case the Company receives a request shall receive --------------------- from any Holder or Holders of at least ten percent (10%) not less than 20% of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty (30) 15 days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i1) if Form S-3 is not then available for such offering by the Holders; (ii2) if the Holders, together with the 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 Selling Expenses) of less than $500,000; (iii3) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer President of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially 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 ninety (90) days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.4; provided, however, that the Company shall not invoke utilize this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or (iv4) if the Company 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 2.31.4; or (5) 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. (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 but not more than sixty (60) days after the receipt of such request. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holders of at least ten percent (10%) of the Registrable Securities then outstanding (for purposes of this Section 1.4, the “Initiating Holders”) a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shall: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) use all commercially reasonable efforts to effect, as soon as practicable, use its best 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 Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given to the Company within thirty fifteen (3015) days after receipt of such written notice from the S-3 Notice is given; Company, provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i) if Form S-3 is not then available for such offering by the Holders; or (ii) if the Holders, together with the 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 Selling Expensesany underwriting discounts) of less than $500,000; or (iii) if the Company furnishes shall furnish to the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the chief executive officer Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders under this Section 2.3; providedHolders, however, provided that such right shall be exercised by the Company shall not invoke this right more than twice in any twelve (12) month period; once and provided further that the Company shall not register any securities for its own the account of itself or that of any other stockholder during such ninety (90) day period (other than pursuant a registration relating solely to an Excluded Registrationthe sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, 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 or (iv) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected two one registration on Form S-3 for the Holders pursuant to this Section 1.4 or has already effected an aggregate of six (6) registrations on Form S-3 for the Holders pursuant to this Section 2.31.4; or (v) 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. (c) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2). (d) 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 Initiating Holders. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.1Sections 1.2.

Form S-3 Registration. If In case the Company receives a request shall receive from --------------------- any Holder or Holders of at least ten not less than fifty percent (1050%) of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”); andHolders; (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty (30) 20 days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.2: (i) if Form S-3 is not then available for such offering by 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 Selling Expensesany underwriters' discounts or commissions) of less than $500,000; ; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer President of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially 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 ninety (90) 90 days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.2; provided, however, that the Company shall not invoke utilize this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or ; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected two registrations a registration on Form S-3 for the Holders pursuant Holders; or (v) in any particular jurisdiction in which the Company would be required to this Section 2.3qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act. (c) Registrations effected Subject to the foregoing, the Company shall file a registration statement on Form S-3 covering the Registrable Securities and other securities so requested to be registered promptly after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to this Section 2.3 1.2, including (without limitation) all registration, filing, qualification, printer and accounting fees shall be borne by the Company. The Company shall not be counted as demands for registration required to pay any underwriters' or registrations effected pursuant brokers' fees, discounts or commissions relating to Section 2.1the Registrable Securities, or the fees or expenses of separate counsel to the selling Holders.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least ten percent (10%) holding more than 20% of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty (30) 15 days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the 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 Selling Expensesany underwriters’ discounts or commissions) of less than $500,0001,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer President of the Company stating that in the good-good faith judgment of the Board of Directors of the CompanyBoard, it would be materially seriously detrimental to the Company and its stockholders holders of capital stock 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 ninety (90) 120 days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.4; provided, however, that the Company shall not invoke utilize this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or (iv) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.31.4; (v) 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; (vi) if the Company has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4; or (vii) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3. (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. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least ten fifteen percent (1015%) of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty (30) 15 days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the 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 Selling Expensesany underwriters’ discounts or commissions) of less than $500,0005,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer President of the Company stating that in the good-good faith judgment of the Board of Directors of the CompanyBoard, it would be materially seriously detrimental to the Company and its stockholders holders of capital stock 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 ninety (90) days after receipt of the request of the Initiating Holders under this Section 2.3such filing; provided, however, that the right to delay a Form S-3 request under this Section 1.4(b) shall be exercised by the Company shall not invoke this right more than twice in any twelve (12) month period; period and provided further that the Company shall only have the right to delay a Form S-3 request on each occasion for a period not register any securities for its own account or that of any other stockholder during such to exceed ninety (90) day period other than pursuant to an Excluded Registrationdays individually, or one hundred and twenty (120) days in the aggregate; or (iv) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.31.4; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3. (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. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands for registration or piggyback registrations effected pursuant to Section 2.1Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If (a) In case the Company receives shall receive from any Holder or Holders a written request from Holders of at least ten percent (10%) of the Registrable Securities then outstanding or requests that the Company effect a registration on Form S-3 with respect to all or a part of the Registrable Securities owned by such Initiating HoldersHolders (which amount of Registrable Securities shall have a fair market value of at least $500,000 in the aggregate, then based upon the last sales price of the Common on a national exchange or over-the-counter market, as applicable, on the day immediately preceding the date of such request), the Company shall: will (ai) within ten (10) days after the date such request is given, promptly give notice of the proposed registration to all other Holders other than the Initiating Holders and (the “S-3 Notice”); and (bii) as soon as practicable, use its reasonable best efforts to effect such the registration as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given to the Company within thirty ten (3010) days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3 2.4: (iw) if Form S-3 is not then available for such offering by the Holders; (iix) if the Holders, together with the 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 after deduction of Selling Expensesany underwriters’ discounts or commissions) of less than $500,000; (iiiy) if the Company furnishes has, within the twelve (12) month period preceding the date of such request, already effected one (1) such registration on Form S-3 for the Holders pursuant to this Section 2.4; or (z) if the Company shall furnish to the initiating Holders a certificate signed by the chief executive officer Chief Executive Officer or President of the Company stating that in the good-good faith judgment of the Board of Directors of the CompanyBoard, it would be materially 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 ninety (90) days after receipt of the request of the Initiating Holders under this Section 2.3; provided2.4. (b) Subject to the foregoing, however, that the Company shall not invoke this right more than twice file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable (and in any twelve event within forty-five (1245) month period; and provided further that days) after receipt of the Company shall not register any securities for its own account request or that requests of any other stockholder during such ninety (90) day period other than pursuant to an Excluded Registration; or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.3Holders. (c) Registrations effected No registration requested by any Holder pursuant to this Section 2.3 2.4 shall not be counted as demands for registration or registrations effected deemed a Demand Registration pursuant to Section 2.12.2.

Form S-3 Registration. If In case the Company receives a request Corporation shall receive from any Holder or Holders of at least ten percent (10%) not less than 25% of the Registrable Securities then outstanding a written request or requests that the Company Corporation 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 Initiating Holder or Holders, then the Company shallCorporation will: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) use all commercially reasonable efforts to effect, as soon as practicable, use its best 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 Initiating 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 to the Company within thirty (30) 15 days after receipt of such written notice from the S-3 Notice is givenCorporation; provided, however, that the Company Corporation shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company Corporation 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 Selling Expenses) $1,000,000 or less or under circumstances in which it would not reasonably be expected that the shares could immediately be sold to the public for an aggregate price to the public of less more than $500,0001,000,000; (iii) if the Company furnishes Corporation shall furnish to the Holders a certificate signed by the chief executive officer President or Chief Executive Officer of the Company Corporation stating that in the good-good faith judgment of the Board of Directors of the CompanyCorporation, it would be materially seriously detrimental to the Company Corporation and its stockholders for such Form S-3 registration statement to be effected at such timefiled, in which event the Company Corporation shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.4; provided, however, that the Company Corporation shall not invoke utilize this right or the similar right set forth in Section 1.2(c) more than twice once in any twelve (12) -month period; and provided further (iv) in any jurisdiction in which the Corporation 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 unless the Corporation is already qualified to do business or subject to service of process in that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to an Excluded Registrationjurisdiction; or (ivv) if during the Company has, within period ending 180 days after the twelve (12) month period preceding the effective date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.3a Qualified IPO. (c) Subject to the foregoing, the Corporation 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. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If (a) Subject to the conditions of this Section 2.3, if the Company receives shall receive a written request from a Preferred Holder or Preferred Holders of at least ten percent or ARIAD Holder (10%) of the Registrable Securities then outstanding “S-3 Initiating Holder(s)”), that the Company 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 the S-3 Initiating HoldersHolder(s), then the Company shall: (ai) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (bii) as soon as practicable, use its best 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 S-3 Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given to the Company within thirty twenty (3020) days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification, or compliance, pursuant to this Section 2.3 2.3: (iA) if Form S-3 is not then available for such offering by the HoldersPreferred Holders or ARIAD Holder; (iiB) if the Holders, together with the holders of any other securities of the Company entitled to and requesting inclusion in such registration, Holders propose to sell Registrable Securities and such other securities (if any) Common Stock at an aggregate price to the public (net of Selling Expenses) of less than $500,0003,000,000 (net of discounts and commissions); (iiiC) if the Company furnishes shall furnish to the such Holders a certificate signed by the chief executive officer Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good-good faith judgment of the Board of Directors of the CompanyDirectors, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Initiating Preferred Holders or ARIAD Holder under this Section 2.3; , provided, howeverthat, that the Company shall not invoke utilize this right more than twice once in any twelve (12) month period; period and provided further that the Company shall not register any securities for its own the account of itself or that of any other stockholder during such ninety (90) day period (other than pursuant a registration relating solely to an Excluded Registrationthe sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, 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 (ivD) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) or more registrations on Form S-3 for the Preferred Holders or ARIAD Holder pursuant to this Section 2.3. ; (cE) Registrations effected pursuant in any particular jurisdiction in which the Company would be required to this Section 2.3 shall not be counted as demands for registration qualify to do business or registrations effected pursuant to Section 2.1.execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is

Form S-3 Registration. If In case the Company receives shall receive from a request from Holders of Holder holding at least ten percent (10%) $1,000,000 of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shall: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all other Holders other than the Initiating Holders (the “S-3 Notice”)of Registrable Securities; and (b) as soon as reasonably practicable, use its best 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 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 joining in such request as are specified in a written request given to the Company within thirty fifteen (3015) days after receipt of such written notice from the S-3 Notice is given; Company, provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i1) if Form S-3 is not then available for use by the Company with respect to such offering by the Holders; ; (ii2) if the Holders, together with the 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 Selling Expenses) of less than $500,000; 1,000,000; (iii3) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer Chief Executive Officer or Chairman of the Board of the Company stating 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 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holder or Holders under this Section 2.3; 1.4, provided, however, that the Company shall not invoke utilize this right more than twice once in any twelve (12) month period; period and provided further provided, further, that the Company shall not register any securities for its own the account of itself or that of any other stockholder shareholder during such ninety one hundred twenty (90120) day period (other than pursuant a registration relating solely to an Excluded Registration; the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, 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); (iv4) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.31.4 within the immediately preceding twelve (12) month period; or (5) 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. (c) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2). (d) Subject to the foregoing, the Company shall file a Form S-3 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. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.11.2. Except as otherwise provided herein, there shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 1.4. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 1.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.

Form S-3 Registration. If Each Holder or Holders of Registrable Securities may send the Company receives a written request from Holders of at least ten percent (10%) of the Registrable Securities then outstanding or requests that the Company effect a registration on Form S-3 (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 Registrable Securities owned by such Initiating Holder or Holders, then and in such case the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all other Holders other than the Initiating Holders (the “S-3 Notice”)of Registrable Securities; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty fifteen (3015) days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall will not be obligated to effect any such registration registration, qualification or compliance pursuant to this Section 2.3 5.2: (i) if Form S-3 is not then available for such offering by the Holders; ; (ii) if the Holders, together with the 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 Selling Expenses) of less than fifteen million dollars ($500,000; 15,000,000); (iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 5.2, the Company furnishes gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; (iv) if the Company will furnish to the Holders a certificate signed by the chief executive officer Chairman of the Board of Directors of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially 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 will have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holder or Holders under this Section 2.35.2; provided, however, that such right to delay a request will be exercised by the Company shall not invoke this right more than twice 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 ninety ; (90) day period other than pursuant to an Excluded Registration; or (ivv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations one (1) registration on Form S-3 for the Holders pursuant to this Section 2.35.2, or (vi) 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. (c) Registrations effected pursuant Subject to this Section 2.3 shall the foregoing, the Company will file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. In addition, in connection with any sale by Holders under the registration statement, the Company will take all actions reasonably necessary or useful to offer and sell such Registrable Securities, including but not be counted as demands for registration or registrations effected pursuant to Section 2.1limited to, facilitating due diligence and granting customary legal opinions.

Form S-3 Registration. If the Company receives a request shall receive from any Holders of at least ten percent (10%) of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) use its commercially reasonable efforts to effect, as soon as practicable, use its best 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 Initiating 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 to the Company within thirty fifteen (3015) days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.12: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the 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 Selling Expensesany underwriters’ discounts or commissions) of less than Two Million Dollars ($500,0002,000,000); (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer President of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially 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 to exceed ninety (90) days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.12; provided, however, that the Company shall not invoke utilize this right more than twice once in any twelve (12) month period; period and provided further further, that the Company shall not register any securities for its own the account of itself or that of any other stockholder during such ninety (90) day period (other than pursuant a registration relating solely to an Excluded Registrationthe sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, 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, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders one (1) registration pursuant to this Section 2.31.12; or (v) 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. (c) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.12 and the Company shall include such information in the written notice referred to in Section 1.12(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.12 for references to Section 1.2). (d) 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. All expenses incurred in connection with all registrations requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of one special counsel for the selling stockholders (not to exceed Thirty-Five Thousand U.S. Dollars (U.S. $35,000) per registration), but excluding any underwriters’ discounts or commissions and stock transfer taxes, shall be borne by the Company. Registrations effected pursuant to this Section 2.3 1.12 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 1.2 or 1.3.

Form S-3 Registration. If In case the Company receives a request shall receive from Holders of either at least ten thirty percent (1030%) of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, a. promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) b. as soon as practicable, use its best 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 Initiating 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 to the Company within thirty fifteen (3015) days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 section 1.12: (i1) if Form S-3 is not then available for such offering by the Holders; (ii2) if the Holders, together with the 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 Selling Expensesany underwriters' discounts or commissions) of less than $500,000250,000; (iii3) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer President of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially 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 ninety sixty (9060) days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.12; provided, however, that the Company shall not invoke utilize this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or (iv4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.31.12; or (5) 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. c. Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders, provided that the Company shall only be obligated to register such Registrable Securities that are or have been converted into Common Stock at the time of the filing of such registration statement. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (cwithout limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be borne pro rata by the Holder or Holders participating in the Form S-3 Registration; provided, that, however, the Company shall pay all registration, filing, qualification, printing and accounting fees and reasonable fees and disbursements of counsel for the Selling Holder or Holders and counsel for the Company for two (2) registrations filed pursuant to this Section 1.12, but excluding any underwriters' discounts or commissions associated with Registrable Securities. Registrations effected pursuant to this Section 2.3 1.12 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If In case the Company receives a request shall receive from the Holder or Holders of at least ten percent (10%) 25% of the Registrable Securities then outstanding Securities, a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty fifteen (3015) days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 section 1.12: (i1) if Form S-3 is not then available for such offering by the Holders; (ii2) if the Holders, together with the 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 Selling Expensesany underwriters' discounts or commissions) of less than $500,0001,000,000; (iii3) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer President of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially 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 ninety sixty (9060) days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.12; provided, however, that the Company shall not invoke this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.3., (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. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 2.3 1.12 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least ten percent (10%) of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) use all commercially reasonable efforts to effect, as soon as practicable, use its best 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 Initiating 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 to the Company within thirty (30) 15 days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the 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 Selling Expenses) of less than $500,0001,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer President of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such timefiled, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.4; provided, however, that the Company shall not invoke utilize this right or the similar right set forth in Section 1.2(c) more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or (iv) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.31.4; (v) 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 unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3. (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. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least ten percent (10%) 20% of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) use all commercially reasonable efforts to effect, as soon as practicable, use its best 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 Initiating 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 to the Company within thirty (30) 15 days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the 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 Selling Expenses) of less than $500,0001,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer Chief Executive Officer of the Company or Chairman of the Board stating that in the good-good faith judgment of the Board of Directors of the CompanyBoard, it would be materially seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such timefiled, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.4; provided, however, that the Company shall not invoke utilize this right more than twice once in any twelve (12) -month period; and provided further that (iv) in any jurisdiction in which the Company shall not register any securities for its own account 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 unless the Company is already qualified to do business or subject to service of process in that of any other stockholder during such ninety (90) day period other than pursuant to an Excluded Registrationjurisdiction; or (ivv) if during the Company has, within period ending 90 days after the twelve (12) month period preceding the effective date of such request, already effected two registrations on Form S-3 for the Holders pursuant a registration statement subject to this Section 2.31.3. (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. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least ten percent (10%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (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 Registrable Securities owned by such Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all other Holders other than the Initiating Holders (the “S-3 Notice”)of Registrable Securities; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty fifteen (3015) days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance pursuant to this Section 2.3 2.4: (i) if Form S-3 is not then available for such offering by the Holders; , or (ii) if the Holders, together with the 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 Selling Expenses) of less than five hundred thousand dollars ($500,000; ), or (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer Chairman of the Company Board stating that in the good-good faith judgment of the Board of Directors of the CompanyBoard, it would be materially 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 ninety (90) days after receipt of the request of the Initiating Holder or Holders under this Section 2.32.4; provided, however, that such right to delay a request shall be exercised by the Company shall not invoke this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or , or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.32.4, or (v) 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. (c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.3 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.12.2.

Form S-3 Registration. If In case the Company receives a request shall receive at any time after the date that is one year following the date of the closing of the IPO from the Holders of at least ten percent (10%) 20% of the Registrable Securities then outstanding (the “S-3 Initiating Holders”) a request that the Company effect a registration on Form S-3 with respect to all or a part of the Registrable Securities owned by such Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give notice of the proposed registration to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best efforts to effect such registration as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such the S-3 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 joining in such request as are specified in a written request given to the Company within thirty (30) 20 days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 2.3: (i1) if Form S-3 is not then available for such offering by the Holders; ; (ii2) if the Holders, together with the 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 Selling Expenses) of less than $500,0003,000,000 unless the Registrable Securities to be so registered are all the Registrable Securities held by the Holders; (3) while another registration statement (other than on Form S-4 or S-8) of the Company has been filed with the SEC and is not yet effective or within 180 days after the effective date of another registration statement (other than on Form ▇-▇, ▇-▇ or S-8) filed by the Company with the SEC; (4) while another registration statement of the Company has been requested or demanded by holders of securities of the Company to register their securities and which holders have rights to registration having priority over the Holders in respect of rights to registration of such securities of such holders and not yet filed with the SEC or while any such registration statement has been filed with the SEC and is not yet effective or on or within 180 days after the effective date of any such registration statement; (5) if within 30 days after the Company notifies the Holders of the Company’s receipt of the written request from S-3 Initiating Holders pursuant to this Section 2.3, holders of other securities of the Company who have rights to registration having priority over the Holders in respect of registration of such securities of such holders shall have exercised their rights to request or demand that the Company register such securities of such holders with the SEC; (6) after the Holders have requested four such registrations pursuant to this Section 2.3 and such registrations have been declared or ordered effective by the SEC, so long as the Company shall have complied in all material respects with its obligations in this Agreement relating to such registrations; provided, however, that if any Holder is unable to include in any such registration any Registrable Securities that such Holder requests be included in any such registration, the Holders shall be entitled to one additional registration for each such registration from which any Registrable Securities are so excluded; (iii7) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer Chairman of the Board of the Company stating that in the good-good faith judgment of the Board of Directors Directors, as evidenced by a duly adopted resolution of the CompanyBoard of Directors, it would be materially seriously detrimental to the Company and its stockholders for such Form S-3 registration statement 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 ninety (90) 90 days after receipt of the request of the Initiating Holder or Holders under this Section 2.3; provided, however, that the Company shall not invoke utilize this right more than twice once in any twelve (12) twelve-month period; and provided further that or (8) in any particular jurisdiction in which the Company would be required to qualify to do business, to execute a general consent to service of process or subject itself to taxation in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall not register any file a registration statement covering the Registrable Securities and other securities for its own account so requested to be registered as soon as practicable after receipt of the request or that requests of any other stockholder during such ninety (90) day period other than pursuant to an Excluded Registration; or (iv) if the S-3 Initiating Holders. All expenses incurred by the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders in connection with a registration requested pursuant to this Section 2.3. , including (cwithout limitation) all registration, filing, qualification, printer’s and accounting fees and reasonable fees and disbursements of a single counsel for all Holders shall be borne by the Company. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 2.1 or 2.2, respectively.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least ten percent (10%) of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) use its reasonable best efforts to effect, as soon as practicable, use its best 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 Initiating 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 to the Company within thirty (30) 15 days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.11: (i1) if Form S-3 is not then available for such offering by the Holders; (ii2) if the participating Holders, together with the 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 anticipated aggregate price to the public (net of Selling Expensesany underwriters’ discounts or commissions) of less than $500,0001,000,000; (iii) if the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that in the good-faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders under this Section 2.3; provided, however, that the Company shall not invoke this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or (iv3) if the Company 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 2.31.11; or (4) 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 unless the Company is already subject to service in such jurisdiction and except as may be required by the Act. (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. All expenses incurred in connection with a registration requested pursuant to Section 1.11, including (without limitation) all registration, filing, qualification, printer’s and accounting fees, reasonable fees and expenses for one special counsel for the Holders associated with Registrable Securities (such special counsel to be selected by the Holders of at least a majority in interest of the outstanding Registrable Securities (determined on an as-converted to Common Stock basis) requesting such registration) and the fees and disbursements of counsel for the Company, but excluding any underwriters’ discounts or commissions, shall be borne by the Company. Registrations effected pursuant to this Section 2.3 1.11 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least ten percent (10%) of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty (30) 15 days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the 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 Selling Expensesany underwriters’ discounts or commissions) of less than $500,0005,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer Chief Executive Officer or President of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially 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 ninety (90) 120 days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.4; provided, however, that the Company shall not invoke utilize this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or (iv) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.31.4; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3. (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. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least ten fifteen percent (1015%) of the then-outstanding Registrable Securities then outstanding a written request or requests that the Company 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 Initiating HoldersHolder or Holders (an “S-3 Request”), then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicablewithin thirty (30) days of receipt of the S-3 Request, file a registration statement and use its best efforts to effect cause such registration statement to become effective within thirty (30) days after filing and effect 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 Initiating 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 to the Company within thirty fifteen (3015) days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the 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 Selling Expenses) of less than One Million Dollars ($500,0001,000,000); (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer President of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially 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 ninety (90) days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.4; provided, however, that the Company shall not invoke utilize this right more than twice once in any twelve (12) month 12)-month period; and provided further provided, further, that the Company shall not register any securities for its own the account of itself or that of any other stockholder during such ninety one hundred twenty (90120) day period (other than pursuant a registration relating solely to an Excluded Registrationthe sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, 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, within the twelve (12) month 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 2.31.4; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period ninety (90) days after the effective date of a registration in connection with any subsequent public offering (excluding registrations in connection with employee benefit plans or Rule 145 transactions), subject to Section 1.3. (c) Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively. (d) If the Holders initiating a Form S-3 registration under this Section 2.11.4 intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4, and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2 where appropriate).

Form S-3 Registration. If At any time after the Company receives becomes eligible to file a registration statement on Form S-3, a Holder or Holders of Registrable Securities may request from Holders the Company, in writing, to effect the registration of such Registrable Securities on Form S-3; PROVIDED, HOWEVER, that such Registrable Securities are sufficient to result in an anticipated aggregate offering price, net of underwriting discounts and commissions, of at least ten percent million dollars (10%) $10,000,000). Upon receipt of the Registrable Securities then outstanding that the Company effect a registration on Form S-3 with respect to all or a part of the Registrable Securities owned by any such Initiating Holdersrequest, then the Company shall: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best commercially reasonable efforts to effect such registration as would to permit or facilitate the sale and distribution of all or such portion of such Initiating 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 to the Company within thirty (30) 30 days after receipt of such written notice from the S-3 Notice is givenCompany; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3 SECTION 2.3: (i) if Form S-3 is not then available for such offering by the Holders; or (ii) if for not more than a 120-day period, if: (A) in the Holdersgood faith judgment of the Board of Directors of the Company, together with such registration would be seriously detrimental to the holders Company and the Board of any other securities Directors of the Company entitled concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and requesting inclusion in such registration, propose to sell Registrable Securities and such other securities (if anyB) at an aggregate price to the public (net of Selling Expenses) of less than $500,000; (iii) if the Company furnishes shall furnish to the such Holders a certificate signed by the chief executive officer Chief Executive Officer of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such timefiled in the near future and that it is, in which event the Company shall have the right therefore, essential to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders under this Section 2.3Holders; providedPROVIDED, howeverHOWEVER, that the Company shall not invoke defer its obligation in this right manner more than twice once in any twelve (12) twelve-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 ninety (90) day period other than pursuant to an Excluded Registration; or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.3. (c) Registrations effected The Company shall not be required to effect more than two (2) registrations pursuant to this Section SECTION 2.3 in any rolling 12-month period. (d) Subject to the foregoing, the Company shall not file a registration statement covering the Registrable Securities and other securities so requested to be counted registered as demands for soon as practicable after receipt of the request or requests of the Holders, and, in any event, shall use its commercially reasonable efforts to effect the registration or registrations effected pursuant to Section 2.1of all such Registrable Securities and other securities.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least ten percent (10%) of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) use all commercially reasonable efforts to effect, as soon as practicable, use its best 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 Initiating 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 to the Company within thirty (30) 15 days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the 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 Selling Expenses) of less than $500,0001,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer President of the Company stating 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 registration statement to be effected at such timefiled, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.4; provided, however, that the Company shall not invoke utilize this right or the similar right set forth in Section 1.2(c) more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or (iv) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.31.4; (v) 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 unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3. (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. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least ten percent the lesser of (10%x) 5,000,000 shares of the Common Stock (adjusted for all stock splits or similar transactions) or (y) Registrable Securities then outstanding with a fair market value, based on the closing market price on the trading day immediately prior to the date of notice (as reported in the Wall Street Journal), of not less than $2,500,000, a written request or requests that the Company effect a registration on Form S-3 and any related reasonable qualification or compliance with respect to all or a part of the such Registrable Securities owned by such Initiating HoldersSecurities, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best efforts to effect such registration and all such qualifications and compliance as may be so requested and as would permit or facilitate the sale and distribution of all or such a portion of each such Initiating Holders’ Holder's Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities, as the case may be, of any other Holders Holder or Other Stockholder, as applicable, joining in such request as are specified in a written request given to within ten (10) business days after delivery of such notice by the Company within thirty (30) days after the S-3 Notice is givenin accordance with Section 23 hereof; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 12: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the 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 Selling Expenses) of less than $500,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer Secretary of the Company stating that in the good-good faith judgment of the Board of Directors of the CompanyCompany as set forth in a duly adopted written resolution, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety sixty (9060) days after receipt of the request of the Initiating Holders under this Section 2.312; provided, however, that the Company shall not invoke utilize this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or (iviii) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to Section 2 and/or this Section 2.312; or (iv) 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. (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 reasonably practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with such registrations requested by the Holders, including (without limitation) all registration, filing, qualification, printer's and accounting fees, the reasonable fees and disbursements of counsel for the Company and the reasonable fees and expenses of one counsel for the selling Holders, which counsel the Company may request be the Company's counsel if such counsel is reasonably acceptable to such selling Holders and, if not, shall be selected by the Initiating Holders; provided, however, that (i) the underwriters' discounts or commissions and stock transfer taxes associated with Registrable Securities shall not be borne by the Company, but shall be borne by the applicable Holders of such Registrable Securities and (ii) in the event the Selling Holders retain separate counsel, the reasonable fees and expenses reimbursed shall not exceed $25,000 ($12,500 if the registration is not underwritten) without the prior consent of the Company. Registrations effected pursuant to this Section 2.3 12 shall not be counted as demands for registration or registrations effected pursuant to Section 2.12. (d) For purposes of this Section 12, the provisions of Section 4 applicable to Form S-3 offerings shall apply and, if any such registration is to be an underwritten offering, such registration shall be subject to underwriter, cut-back and other provisions as provided in Section 2(b).

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least ten percent (10%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (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 Registrable Securities owned by such Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all other Holders other than the Initiating Holders (the “S-3 Notice”)of Registrable Securities; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty fifteen (3015) days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance pursuant to this Section 2.3 2.4: (i) if Form S-3 is not then available for such offering by the Holders; ; (ii) if the Holders, together with the 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 Selling Expenses) of less than seven hundred fifty thousand dollars ($500,000; 750,000); (iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company furnishes gives notice to such Holder or Holders of the Company's intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; (iv) if the Company shall furnish to the Holders a certificate signed by the chief executive officer President, Chief Executive Officer, or Chairman of the Board of Directors of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially 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 ninety (90) days after receipt of the request of the Initiating Holder or Holders under this Section 2.32.4; provided, however, that such right to delay a request shall be exercised by the Company shall not invoke this right more than twice 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 ninety ; (90) day period other than pursuant to an Excluded Registration; or (ivv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for any of the Holders pursuant to this Section 2.32.4; or (vi) 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. (c) Subject to the foregoing, the Company shall file a Form S-3 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. Registrations effected pursuant to this Section 2.3 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively. All such Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.12.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares sold by each.

Form S-3 Registration. If the Company receives a request from any Holder or Holders of at least ten percent (10%) of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty fifteen (3015) days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 2.10: (i1) if Form S-3 is not then available for such offering by the Holders; (ii2) if the Holders, together with the 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 Selling Expenses) of less than $500,0001,000,000; (iii3) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer Chief Executive Officer or President of the Company stating that in the good-good faith judgment of the Board of Directors of the CompanyBoard, it would be materially 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 ninety (90) 90 days after receipt of the request of the Initiating Holder or Holders under this Section 2.32.10; provided, however, that the Company shall not invoke utilize this right more than twice once in any twelve (12) month period; and provided further that (4) in any particular jurisdiction in which the Company shall not register any securities for its own account would be required to qualify to do business or that to execute a general consent to service of any other stockholder during process in effecting such ninety (90) day period other than pursuant to an Excluded Registrationregistration, qualification or compliance; or (iv5) if the Company has, within has effected two (2) registrations on Form S-3 at the request of the Holders during the prior twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.3period. (c) If the Holders initiating the registration request hereunder (the “Participating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to this Section and the Company shall include such information in the written notice referred to in Section 2.10(a). In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Participating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Participating Holders. Notwithstanding any other provision of this Section 2.10, if the underwriter advises the Participating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Participating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Participating Holders, in the proportion (as nearly as practicable) that the amount of Registrable Securities of the Company owned by each Holder bears to the number of shares of Registrable Securities then outstanding; provided, however, that the number of shares of Registrable Securities to be included in any such underwriting shall not be reduced unless all other securities, including any shares offered by the Company, are first entirely excluded from the underwriting. (d) 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. All expenses incurred in connection with a registration requested pursuant to Section 2.10, including (without limitation) all registration, filing, qualification, printer’s and accounting fees, fees and disbursements of counsel for the Company and fees and disbursements of one counsel for the selling Holder or Holders, but excluding stock transfer taxes, and any underwriter discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 2.3 2.10 shall not be counted as demands the demand for registration or registrations effected pursuant to Section 2.1Sections 2.1 or 2.2, respectively.

Form S-3 Registration. If In case the Company receives a request shall receive from any Holder or Holders of at least ten percent (10%) a majority of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty (30) 15 days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the 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 Selling Expensesany underwriters’ discounts or commissions) of less than $500,00010,000,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer President of the Company stating that in the good-good faith judgment of the Managing Board of Directors of the Company, it would be materially seriously detrimental to the Company and its stockholders holders of capital stock 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 ninety (90) 120 days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.4; provided, however, that the Company shall not invoke utilize this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or (iv) if the Company 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 2.31.4; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period beginning on the effective date of, and ending 180 days after the effective date of a registration statement subject to Section 1.3. (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. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If In case the Company receives a request shall receive --------------------- from any Holder or Holders of at least ten not less than thirty percent (1030%) of the Registrable Securities then outstanding a written request or requests that the Company 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 Initiating Holder or Holders, then the Company shallwill: (a) within ten (10) days after the date such request is given, promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all Holders other than the Initiating Holders (the “S-3 Notice”)Holders; and (b) as soon as practicable, use its best 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 Initiating 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 to the Company within thirty fifteen (3015) days after receipt of such written notice from the S-3 Notice is givenCompany; provided, however, that the Company shall not be obligated to effect any such registration registration, qualification or compliance, pursuant to this Section 2.3 1.4: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the 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 Selling Expensesany underwriters' discounts or commissions) of less than $500,000250,000; (iii) if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer President of the Company stating that in the good-good faith judgment of the Board of Directors of the Company, it would be materially 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holder or Holders under this Section 2.31.4; provided, however, that the Company shall not invoke utilize this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.31.4; or (v) 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. (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. Registrations effected pursuant to this Section 2.3 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 1.2 or 1.3, respectively. (d) If, from time to time after a registration statement on Form S-3 has been declared effective, 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 Company there exists material non-disclosed information or events that render such registration statement inaccurate, then the Company may suspend further open market offers and sales of Registrable Securities under such registration statement (the "Suspension Right"). In the event the Company exercises the Suspension Right, such suspension shall continue for the period of time reasonably necessary for disclosure to occur at a time that is not materially detrimental to the Company, or until such time as the information or event is no longer material, each as determined in good faith by the Company (which period in either case shall not exceed fifteen (15) business days). The Company shall promptly give each Holder written notice of (i) any such suspension and (ii) the termination of such suspension.

Form S-3 Registration. If In case the Company receives shall receive from one or more Preferred Holders a written request from Holders of at least ten percent (10%) of the Registrable Securities then outstanding or requests that the Company effect a registration on Form S-3 with respect to all or a part of the Registrable Securities owned by such Initiating HoldersPreferred Holder(s), then the Company shallagrees: (a) within ten (10) days after the date such request is given, to promptly give written notice of the proposed registration to all Holders other than the Initiating Holders (the “S-3 Notice”)) to all other Preferred Holders, if any; and (b) as soon as practicablepracticable after receiving such a request, use its best commercially reasonable efforts to effect such registration as would permit or facilitate the sale and distribution of all or such portion of such Initiating Preferred Holder’s or Preferred Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders Preferred Holder(s) joining in such request as are specified in a written request given to the Company within thirty fifteen (3015) days after the S-3 Notice is givengiven by the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3 8.4 (i) if Form S-3 is not then available for such offering by the HoldersPreferred Holder(s); (ii) if the HoldersPreferred Holder(s), together with the 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 Selling Expenses) of less than $500,0001,000,000; (iii) if the Company furnishes shall furnish to the Holders Preferred Holder(s) a certificate signed by the chief executive officer President of the Company stating that it would be in the good-good faith judgment of the Board of Directors of the Company, it would be materially underwriters 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 ninety sixty (9060) days after receipt of the request of the Initiating Holders Preferred Holder(s) under this Section 2.38.4; provided, however, that the Company shall not invoke utilize this right more than twice 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 ninety (90) day period other than pursuant to an Excluded Registration; or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already has effected two (2) registrations on Form S-3 for the Holders (or its then equivalent) pursuant to this Section 2.38.4 within the previous 12-month period and such registrations have been declared or ordered effective and the sales of Registrable Securities under such registration statement have closed. (c) Registrations effected pursuant to this Section 2.3 8.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1Sections 8.2 or 8.3, respectively.