Common use of Form S-3 Registration Clause in Contracts

Form S-3 Registration. If, on or after June 11, 2012, the Company shall receive from the Holder a written request 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 Warrant Shares owned by the Holder, the Company, at it sole cost and expense, will, as soon as practicable, but no later than sixty (60) days following receipt of such request, file such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the Holder’s Warrant Shares as are specified in such request, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 8.2: (a) if Form S-3 is not available for such offering by the Holder; (b) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes to sell Warrant Shares and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or (c) if the Company shall furnish to the Holder a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder under this Section 8.2; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period.

Form S-3 Registration. If, on or after June 11, 2012, If the Company shall receive from the Holder one or more Holders 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 blue sky or similar qualification or compliance with respect to all at least 25% (or a part lesser percentage if the requirements of Section 1.5(b)(i) are met) of the Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany shall: promptly give notice of the proposed registration, at it sole cost and expenseany related blue sky or similar qualification or compliance, willto all other Holders; and cause, as soon as practicable, but no later than sixty (60) days following receipt of such Registrable Securities to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified in such jurisdictions as such Holders may reasonable request, file such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of together with all or such portion of the Holder’s Warrant Shares Registrable Securities of any other Holders joining in such request as are specified in a request given within fifteen (15) days after receipt of such request, provided, however, notice from the Company; provided that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.5: (a) if Form S-3 is not available for such offering by the Holder; (b) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000)500,000; or (c) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors Chief Executive Officer of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder or Holders under this Section 8.21.5; provided, provided that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or 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 Holders.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the Holder Holders of forty percent (40%) or more of the Registrable Securities 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares '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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.2section 1.12: (a1) if Form S-3 is not available for such offering by the HolderHolders; (b2) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars $5,000,000; ($1,000,000); or (c3) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be 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 sixty (60) 120 days after receipt of the request of the Holder or Holders under this Section 8.21.12; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve month period; or (4) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.12. (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 Holders' Counsel and counsel for the Company, shall be borne pro rata by the Holder or Holders participating in the Form S-3 Registration. Registrations effected pursuant to this Section 1.12 shall not be counted as demands for registration or registrations effected pursuant to Section 1.2.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the any Holder or Holders 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.2: 3.11, for securities then held by Investors, (a1) if Form S-3 is not available for such offering by the HolderHolders; (b2) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars $300,000; ($1,000,000); or (c3) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be 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 sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 8.23.11; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve month period; (4) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 3.11; 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. (c) subject to the foregoing, prepare and 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 this Section 3.11, including (without limitation) all registration, filing and qualification, printer's and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees (up to $7,500) and disbursements of one counsel for the selling Holders (selected by a majority in interest of the participating Holders), but excluding any underwriters' discounts or commissions associated with Registrable Securities which shall be allocated to or among the selling Holders pursuant to the underwriting agreement, shall be borne by the Company. Registrations effected pursuant to this Section 3.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.1 or 3.2, respectively.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the Holder Preferred Stock Holders a written request that the Company effect a registration on Form S-3 (or any successor S-3, subject to Form S-3) or any similar short-form registration statement the limitations and qualifications set forth in Section 3.4(b), and any related qualification or compliance with respect to all or a part of the Warrant Shares Registrable Securities owned by the Holdersuch Preferred Stock Holder or Preferred Stock Holders, the CompanyCompany agrees: (a) to promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of practicable after receiving such a request, file to effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the Holder’s Warrant Shares such Preferred Stock 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 within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification qualification, or compliance pursuant to this Section 8.2: 3.4 if (ai) if Form S-3 is not available for such offering by the HolderHolders; (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars $2,000,000; ($1,000,000); or (ciii) if the Company shall furnish furnishes to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder Preferred Stock Holders under this Section 8.2; 3.4, provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve eighteen (1218) month period; or (iv) the Company has effected two (2) registrations on Form S-3 (or its then equivalent) pursuant to this Section 3.4 during such calendar year 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 3.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the Holder any Stockholder or Stockholders a written request or requests that the Company effect a registration (a “Form S-3 Registration”) on Form S-3 (or any successor to or similar form promulgated under the Securities Act (“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 Warrant Shares Registrable Securities owned by the Holdersuch Stockholder or Stockholders, the Company, at it sole cost Company shall: (a) promptly give written notice of the proposed Form S-3 Registration and expense, will, any related qualification or compliance to all other Stockholders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of practicable effect such request, file such registration statement Form S-3 Registration and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the Holdersuch Stockholder’s Warrant Shares or Stockholders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Stockholder or Stockholders joining in such request as are specified in a written request given within twenty (20) days after receipt of such written notice from the Company; provided, however, that that, the Company shall not be obligated to effect any such registrationForm S-3 Registration, qualification or compliance pursuant to this Section 8.2: compliance, (ai) if Form S-3 is not then available for such offering by the HolderStockholders; (bii) if the HolderStockholders, together with the holders of any other securities of the Company entitled to inclusion in such registrationForm S-3 Registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than one million dollars $20 million; ($1,000,000); or (ciii) if the Company shall furnish to the Holder Stockholders a certificate signed by the Chairman of the Board of Directors president of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration, qualification and compliance 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 sixty ninety (6090) days after receipt of the request of the Holder Stockholder or Stockholders under this Section 8.24.5; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize the foregoing right more than once in any twelve (12) month period; 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 Form S-3 Registration, qualification or compliance. The Company shall bear all expenses incurred in connection with any Form S-3 Registration with respect to up to two (2) such registrations per calendar year, including (without limitation) all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of counsel for the selling Stockholder or Stockholders. With respect to any additional Form S-3 Registrations requested pursuant to this Section 4.5, all expenses incurred in connection therewith, including (without limitation) all registration, filing, qualification, printers and accounting fees and the reasonable fees and disbursements of counsel for the selling Stockholder or Stockholders shall be borne by the holders of such securities pro rata on the basis of the number of shares so registered.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the Holder (i) Initiating Holders (as such term is defined in section 1.2 above) or (ii) the Holders of the majority in interest of the Founder Registrable Securities ("Initiating Founders"), 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany shall: (i) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, willto all other Holders; and (ii) use best efforts to effect, as soon as practicable, but no later than sixty (60) days following receipt of such request, file such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the Holder’s Warrant Shares such 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 within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.2: section 1.4: (a) if Form S-3 is not available for such offering by the Holder; Holders; (b) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes to sell Warrant Shares and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or (c) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be 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 sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 8.21.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period; (c) 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. (iii) 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 1.4 shall not be counted as requests for registration effected pursuant to Sections 1.2.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the any Holder or Holders of Registrable Securities a written request or requests (the "Request Notice") 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the Company, at it sole cost and expense, Company will, as soon as practicable, but : (a) no later than sixty five (605) days following receipt the date of such requestthe Request Notice, file give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and (b) no later than thirty (30) days following the date of the Request Notice, effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 's or Holders' Registrable Securities as are specified in the Request Notice, together with all or such request, portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 8.2: 2.2: (ai) if Form S-3 is not available for such offering by the HolderHolders; or (bii) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in has previously effected three (3) such registration, proposes to sell Warrant Shares and such other securities registrations; or (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or (ciii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 8.22.4; provided, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period; 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 as provided in this Agreement 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. All registration expenses incurred in connection with registrations requested pursuant to this Section 2.2 shall be paid by the Company excluding brokerage fees and commissions, if any.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the any Holder or Holders a written request or requests that the Company effect a registration on Form S-3 (or any successor which request shall state the number of shares of Registrable Securities to Form S-3be disposed of) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.7: (ai) if Form S-3 is not available for such offering by the HolderHolders; (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than one million dollars ($1,000,000); or (ciii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty one hundred twenty (60120) days after receipt of the request of the Holder or Holders under this Section 8.21.7; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve month period; (iv) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.7; (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 1.7 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.5 or 1.6, respectively.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the Holder Holders of at least fifty percent (50%) of the Registrable Securities 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany shall: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, willto all other Holders; and (b) use commercially reasonable efforts to effect, as soon as practicable, but no later than sixty (60) days following receipt of such request, file such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the Holder’s Warrant Shares such 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 within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.2: 1.4: (ai) if Form S-3 is not available for such offering by the Holder; Holders; (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than one million dollars $3,000,000; ($1,000,000); or (ciii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors Chief Executive Officer or President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be 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 sixty one hundred twenty (60120) days after receipt of the request of the Holder or Holders under this Section 8.21.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once twice in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 1.4; 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 requisite request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as a request for registration effected pursuant to Section 1.2.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the any Holder or Holders 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 's 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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.12: (a1) if Form S-3 is not available for such offering by the HolderHolders; (b) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes to sell Warrant Shares and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or (c2) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 8.21.12; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period; (3) if the Company has already effected five registrations in the aggregate for the Holders pursuant to this Section 1.12 or pursuant to Section 1.2; (4) if SEC rules and regulations require the Company to conduct a special audit (not including an audit covering the end of the Company's fiscal year) in order to effect such registration (unless resulting from a Company delay under clause (2) above); 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 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 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive Corporation receives from the Holder Demand Holders a written request or requests that the Company Corporation 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 Warrant Shares Registrable Securities owned by such Demand Holders, then the Holder, Corporation shall: (i) Promptly give written notice of the Company, at it sole cost proposed registration and expense, will, as the Demand Holders request therefor to all Holders of Registrable Securities; and (ii) As soon as practicable, but no later than sixty (60) days following receipt of practicable effect such request, file such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the Holder’s Warrant Shares as are specified in such request, registration; provided, however, that the Company Corporation shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 8.2: 5(e): (aA) if Form S-3 is not available for such offering by the HolderHolders; (bB) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes Holders propose to sell Warrant Shares and such other securities (if any) Registrable Securities at an aggregate gross offering price to the public of less than one million dollars $500,000.00; ($1,000,000); or (cC) if the Company shall furnish 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 Holder Holders of Registrable Securities a certificate signed by the Chairman President or Chief Executive Officer of the Board of Directors 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 faith and reasonable judgment of the Board of Directors of the CompanyCorporation, it would be seriously 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 sixty (60) 120 days after receipt of the request of the Holder holders of Registrable Securities under this Section 8.25(e); provided, however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve (1212)-month period; or (E) month periodin 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 order to effect such registration in compliance with all applicable laws. (iii) Subject to the foregoing, the Corporation shall file a Form S-3 registration statement covering the Registrable Securities to be registered pursuant to this Section 5(e) 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 5(e) (other than underwriters’ discounts and commissions which shall be borne proportionately by Holders participating in a registration pursuant to this Section 5(e)) shall be borne by the Corporation.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the Holder 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 Warrant Shares Registrable Securities owned by the Holder, the Company, at it sole cost and expense, Company will, : (A) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the Holder’s Warrant Shares 's Registrable Securities as are specified in such request, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 8.2: 2.2: (aI) if Form S-3 (or any successor or similar form) is not available for such offering by the Holder; , or (bII) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or , or (cIII) if the Company shall furnish to the Holder a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholder 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 sixty one hundred eighty (60180) days after receipt of the request of the Holder under this Section 8.2; 2.2: provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or (IV) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holder pursuant to this Section 2.2, 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. (B) 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 by the Holder. All such Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.2 after the first registration shall be paid by the Holder.

Form S-3 Registration. IfFrom and after the first anniversary of the Company’s Initial Offering, on if any Holder or after June 11, 2012, the Company shall receive from the Holder a written request Holders of Registrable Securities 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 for a public offering of Registrable Securities, the Company shall use its best efforts to: (a) promptly give written notice of the proposed registration, and any related qualification or compliance with respect compliance, to all or a part other Holders of the Warrant Shares owned by the Holder, the Company, at it sole cost and expense, will, Registrable Securities; and (b) as soon as practicable, but in no event later than sixty (60) days following receipt of such the request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 8.2: 2.3: (ai) if Form S-3 is not available for such offering by the Holder; Holders; (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public public, of less than one million dollars ($1,000,000); (iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.3, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; or or (civ) if the Company shall furnish to the Holder Holders requesting a registration statement pursuant to this Section 2.3 a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 8.22.3; provided, that such right to delay a request under this Section 2.3(b)(iv) shall be exercised by the Company not more than once twice in any twelve (12) 12 month period. (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 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the any Holder or Holders of Registrable Securities 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) within ten (10) calendar days after receipt of such notice, at it sole cost give written notice of the proposed registration, and expenseany related qualification or compliance, will, to all other Holders of Registrable Securities; and (b) as soon as reasonably practicable, but no later than sixty and in any event within forty-five (6045) calendar days following receipt of after the date such requestrequest is given by such Holder or Holders, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) calendar days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 8.2: 2.4, (aA) if Form S-3 is not available to the Company for such offering by the Holder; offering, (bB) if the Holderaggregate proceeds from the sale of Registrable Securities proposed to be sold pursuant to a Form S-3 will not exceed $2,000,000, together with (C) in any twelve month period, after the holders Company has effected four (4) registrations pursuant to this Section 2.4 in any such twelve month period, and such registrations have been declared or ordered effective; provided that at least one (1) such registration was effected on behalf of the Holders holding Common Stock issued or issuable upon conversion of the Series A Preferred (other than Landmark Registrable Securities), at least one (1) such registration was effected on behalf of the Holders holding Landmark Registrable Securities, at least one (1) such registration was effected on behalf of the Holders holding Series B Preferred, and at least one (1) such registration was effected on behalf of the Holders holding Series B-1 Preferred, (D) if within thirty (30) days of receipt of a written request from any other Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering of securities of the Company entitled within ninety (90) days, other than pursuant to inclusion in such registrationa Special Registration Statement, proposes to sell Warrant Shares and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or (cE) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder or Holders under this Section 8.22.4; provided, provided that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) month period. 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 reasonably practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2 or 2.3, respectively.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from any Holder or Holders of not less than fifty percent (50%) of the Holder 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares '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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.210.3: (a1) if Form S-3 is not available for such offering by the HolderHolders; (b) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes to sell Warrant Shares and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or (c2) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be 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 sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 8.210.3; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period; (3) if the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders; 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; and (c) 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.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the any Holder 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.22.4: (ai) if Form S-3 is not available for such offering by the HolderHolders; (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than one million dollars ($1,000,000); or (ciii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be 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 sixty (60) 120 days after receipt of the request of the Holder or Holders under this Section 8.22.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right (collectively with the similar right under subsection 2.2(c)) more than once in any twelve (12) -month period; (iv) if the Company has, within the 12-month period preceding the date of such request, already effected one registration on Form S-3 for the Holders pursuant to this Section 2.4; (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 where the Company is not otherwise qualified or subject to the jurisdiction thereof; or (vi) during the period ending 180 days after the effective date of a registration statement subject to 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. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from any Holder or Holders of the Holder 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.4: (ai) if Form S-3 is not available for such offering by the HolderHolders; (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than one million dollars $5,000,000; ($1,000,000); or (ciii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors Chief Executive Officer or President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Holder or Holders under this Section 8.21.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) -month period; (iv) if the Company has, within the 12-month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4; (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If, on or after June 11, 2012, (a) In case the Company shall receive from the Holder one or more Investors, 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 an aggregate of at least 500,000 shares of Registerable Securities (as may be appropriately adjusted for stock splits, reverse stock splits, combinations or other similar events) all or a part of the Warrant Shares Registrable Securities owned by the Holdersuch Investors, the CompanyCompany will promptly give written notice of the proposed registration to all other Holders, at it sole cost and expense, will, as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the Holder’s Warrant Shares such Investors' Registrable Securities as are specified in such request, providedtogether with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; PROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.4: (ai) if Form S-3 is not available for such offering by the HolderHolders; (b) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes to sell Warrant Shares and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or (cii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously materially detrimental to the Company (including to any material proposed or planned material transaction involving 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 sixty (60) 120 days after receipt of the request of the Holder or Holders under this Section 8.21.4(a); provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve-month period; (iii) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4; PROVIDED, HOWEVER, that a registration shall not count as a registration if: (x) the Company has exceeded its number or amount of Permitted Blackouts in the prior twelve months or (y) the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered and at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change or pursuant to the recommendation of the managing underwriter; or (z) the Holders requesting registration do not register and sell all Registrable Securities they have requested to be registered in such registration for reasons other than their voluntary decision not to do so; 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; or (v) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 1.2 or Section 1.3. Once a registration statement has been made effective under this Section for at least thirty (30) consecutive days, the Company may suspend use of the registration statement if it furnishes to the Holders covered by the registration statement a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company that it is entitled to use a Permitted Blackout. (b) 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. Registrations effected pursuant to this Section 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively. (c) With respect to any registration pursuant to this Section 1.4, the Company may include in such registration any Registrable Securities held by the Investors or Other Shares; PROVIDED, HOWEVER, that if any managing underwriter for the public offering contemplated by such registration advises the Company in writing that, in such firm's good faith opinion, the inclusion of all such shares proposed to be included in such registration would adversely affect the offering and sale (including pricing) of all such securities, then the number of Registrable Securities and Other Shares proposed to be included in such registration shall be included in the following order: (i) FIRST, the Registrable Securities held by the Investors requesting registration, pro rata based upon the number of Registrable Securities owned by each such Investor at the time of such registration; and (ii) SECOND, any Other Shares.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the a --------------------- Holder or Holders 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares '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 such request as are specified in a written request given within 15 days after receipt of such written notice from the Com- pany; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.12: (ai) if Form S-3 is not available for such offering by the HolderHolders; (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars ($1,000,000); or (ciii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors Chief Executive Officer of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 8.21.12; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right (A) more than once in any twelve month period or (B) if it has exercised the deferral right in Section 1.2(d) in the previous twelve month period; (iv) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.12; 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. 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 one counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall for the first two such registrations be borne by the Company and, thereafter shall be borne pro rata by the Holder or Holders participating in the Form S-3 Registration. Registrations effected pursuant to this Section 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If, on or after June 11, 2012, If the Company shall receive from any Holder or Holder(s) owning in the Holder aggregate at least fifty percent (50%) of the then-outstanding Registrable Securities 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holder(s), the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holder(s); and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain all such qualifications and compliances as may be reasonably so requested and as would permit or and facilitate the sale and distribution of all or such portion of the such Holder’s Warrant Shares '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(s) joining in such request as are specified in a written request given within twenty (20) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect cause any such registration, qualification or compliance compliance, pursuant to this Section 8.2: 1.2 to become effective: (ai) if Form S-3 is not available for such offering by the Holder; Holder(s); (bii) if the HolderHolder(s), together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares and such other securities (if any) Registrable Securities at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars $20,000,000; ($1,000,000); or (ciii) if the Company shall furnish to the Holder Holder(s) a certificate signed by the Chairman of the Board of Directors Chief Executive Officer or Chief Financial Officer of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Companysuch officer, it would be seriously detrimental to the Company and its stockholders 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 sixty ninety (6090) days after receipt of the request of the Holder or Holder(s) under this Section 8.21.2; (iv) if the Company has already effected one (1) registration on Form S-3 for any Holder pursuant to this Section 1.2; 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) Subject to the foregoing, the Company shall file a registration statement on Form S-3 covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holder(s) (but no later than thirty (30) days following the Company's receipt of such request). All expenses incurred in connection with a registration requested pursuant to this Section 1.2, including (without limitation) all registration, filing, qualification, printer and accounting fees, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration begun pursuant to this Section 1.2 if the registration request is subsequently withdrawn at the request of the Holder, unless, at the time of such withdrawal, the Holder has learned of a material adverse change in the condition of the Company from that known to the Holder at the time of its request and has withdrawn the request with reasonable promptness upon obtaining knowledge of such material adverse change. The Company shall not be required to pay any underwriters' or brokers' fees, discounts or commissions relating to the Registrable Securities, or the fees or expenses of separate counsel to the Holder(s). (d) If a Holder intends to sell Registrable Securities pursuant to this Section 1.2, such Holder shall submit written notice to the Company (a "Notice of Sale") by facsimile transmission of such intention which shall include the name of the Holder, the number of shares of Registrable Securities that such Holder intends to sell and the Holder's telephone and facsimile numbers. The Company agrees not to disclose or permit disclosure of a Notice of Sale to third parties, other than to directors, officers, employees, consultants and agents of the Company, including the Company's counsel and transfer agent, who have the need to know of the existence of the Notice of Sale. (If the Notice of Sale is actually received in a day other than a business day, it will be deemed received on the next business day; the date on which the Notice of Sale is received is referred to as the "Notice Date;" the time on which the Notice of Sale is received is referred to as the "Notice Time".) Upon receiving a Notice of Sale from a Holder, the Company will notify the Holder as soon as reasonably practicable (but in no event later than the same time as the Notice Time on the next business day following the Notice Date) whether (i) the Company believes that the prospectus contained in the Registration Statement, as then amended or supplemented, is available for immediate use, whereupon the Company shall so notify the Holder(s) and the Holder(s) will have a period of five (5) days following such notification in which to sell its Registrable Securities or (ii) the Company believes that it is necessary or appropriate to file a supplement or file a post-effective amendment to the registration statement or the prospectus or any document incorporated therein by reference or file any other report or document so that, as thereafter delivered to the purchasers of the Registrable Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading (a "Prospectus Update"). If the Company notifies the Holder(s) that it believes it may be necessary or appropriate to effectuate a Prospectus Update and the Company is not exercising any right it may have under Section 1.2(e) to delay a request shall be exercised postpone the Prospectus Update, the Company will thereupon use all reasonable efforts to effectuate such Prospectus Update as soon as reasonably possible, and not later than three (3) business days after the Notice of Sale is received by the Company, except that the Company will have up to an additional two (2) business days to effectuate such Prospectus Update if, because of the particular circumstances involved, the Company could not more effectuate the Prospectus Update earlier, despite all reasonable diligence. As soon as the Prospectus Update has been effectuated, the Company will notify each Holder who has submitted a Notice of Sale that the prospectus is available for use, whereupon each such Holder will have a period of five (5) days in which to sell its Registrable Securities. (e) The Company will be entitled to postpone, for the minimum period provided below, the filing of any Prospectus Update otherwise required to be prepared and filed by it pursuant hereto if, at the time it receives a Notice of Sale, the Company determines in its reasonable judgment, after consultation with counsel, that (i) the Company would be required to prepare and file any financial statements (other than once those it customarily prepares or before it customarily files such financial statements), (ii) the Company would be required to file an amendment to the registration statement to describe facts or events which individually or in the aggregate represent a fundamental change in the information contained in the registration statement within the meaning of Item 512 of Regulation S-K promulgated under the Securities Act, or (iii) the filing would require the premature announcement of any twelve financing, acquisition, corporate reorganization, contract or other material corporate transaction or development involving the Company such as the Company reasonably determines would be materially detrimental to the interests of the Company and its Stockholders. The postponement will be for the minimum period reasonably required for the Company to prepare and file the necessary documents, in the case of a postponement pursuant to (12i) month periodor (ii) above, or the minimum period reasonably required to avoid such premature disclosure, in the case of (iii) above, and which period will not be in excess of thirty (30) days unless, because of the unusual nature of the particular circumstances, it is necessary that the period extend beyond thirty (30) days. The Company will promptly give each Holder who has submitted a Notice of Sale notice of any postponement exercised pursuant to this Section 1.2(e). As soon as the Prospectus Update has been effectuated following a postponement effected pursuant to this Section 1.2(e), the Company will notify each Holder who has submitted a Notice of Sale that the prospectus is available for use, whereupon each such Holder will have a period of five (5) days in which to sell its Registrable Securities. (f) The Holder(s) may not sell shares of Registrable Securities under this Section 1.2 without first (i) complying with the Notice of Sale requirements of Section 1.2(d) and (ii) allowing the Company to prepare Prospectus Updates (including any permitted postponements thereof) as set forth in Sections 1.2(d) and (e). A Holder will submit a Notice of Sale only if in good faith it actually intends to sell the Registrable Securities within such five (5) day period and with the understanding that a Notice of Sale is to be made only on the occasion that the sale of Registrable Securities is actually contemplated and not on a continual basis. A Holder will notify the Company by facsimile transmission promptly after it has completed or otherwise ceased sales following submission of a Notice of Sale. The Holder(s) will provide to the Company all information in the Holder(s)' possession or control, and will take all actions, as may be required in order to permit the Company to comply with all applicable requirements of the Securities Act and any applicable state securities laws. (g) Under no circumstances shall the Company be required to keep a registration statement effective and available pursuant to this Section 1.2 for greater than one (1) year (which period includes any periods of delay permitted under Sections 1.2(d) and (e) above).

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the any Holder or Holders 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.2: 1.9: (ai) if Form S-3 is not available for such offering by the Holder; Holders; (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars ($1,000,000); or ; (ciii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty one hundred twenty (60120) days after receipt of the request of the Holder or Holders under this Section 8.21.9; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period; (iv) if the Company has, within the six (6) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 1.9; 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 Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.9 (other than underwriting discounts and commissions and fees and disbursements of counsel for the Holders), including (without limitation) all registration, filing, qualification, printer's and accounting fees and counsel for the Company, shall be borne by the Company. Registrations effected pursuant to this Section 1.9 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive --------------------- from the Holder Holders 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany shall: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, willto all other Holders; and (b) use all reasonable efforts to effect, as soon as practicable, but no later than sixty (60) days following receipt of such request, file such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the Holder’s Warrant Shares such 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 within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.2: 1.4: (ai) if Form S-3 is not available for such offering by the Holder; Holders; (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars ($1,000,000); or ; (ciii) if the Company shall furnish to the Holder Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty one hundred twenty (60120) days after receipt of the request of the Holder or Holders under this Section 8.21.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve month period; (iv) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected one registration on Form S-3 for the Holders pursuant to this Section 1.4; 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 1.4 shall not be counted as requests for registration effected pursuant to Sections 1.2.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the any Holder or Holders 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares =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 twenty (20) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.12: (a1) if Form S-3 is not available for such offering by the HolderHolders; (b2) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters= discounts or commissions) of less than one million dollars ($1,000,000); or (c3) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be 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 sixty (60) 150 days after receipt of the request of the Holder or Holders under this Section 8.21.12; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period; (4) if the Company 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 1.12; 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. The Company shall bear and pay 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, fees and disbursements of counsel for the Company (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holder or Holders hereunder, if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements of one counsel for the selling Holder or Holders) but excluding underwriting discounts and commissions relating to Registrable Securities; provided, however, that the Company shall not be obligated to pay registration expenses under this paragraph if the Company has already effected two registrations on Form S-3 pursuant to this Section 1.12. Registrations effected pursuant to this Section 1.12 shall not be counted as registrations effected pursuant to Section 1.2 or 1.3.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from any Holder or Holders of the Holder Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 for a public offering the aggregate offering price of which would exceed $1,000,000, the Company will: (or any successor to Form S-3a) or any similar short-form registration statement promptly give written notice of the proposed registration, and any related qualification or compliance with respect compliance, to all or a part of the Warrant Shares owned by the Holder, the Company, at it sole cost and expense, will, other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.28.10: (ai) if Form S-3 is not available for such offering by the HolderHolders; (b) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes to sell Warrant Shares and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or (cii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 8.28.10; provided, that such right to delay a request shall be exercised by (iii) if the Company not more than once in any has, within the twelve (12) month periodperiod preceding the date of such request, already effected two registrations for the Holders pursuant to Section 8.2, 8.3 or this Section 8.10; 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 practicable after receipt of the request or requests of the Holders.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the any Holder or Holders a written request or requests that the Company effect a registration on Form S-3 (or any a 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 Warrant Shares Registrable Securities owned by such Holder or Holders, then the Company shall: (a) promptly give written notice of the proposed registration and the Holder’s or Holders’ request therefor, the Companyand any related qualification or compliance, at it sole cost and expense, will, to all other Holders of Registrable Securities; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file such registration statement and use its commercially reasonable best efforts to have effect such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares or 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 fifteen (15) days after the S-3 Notice is given; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance registration pursuant to this Section 8.2: 2.3: (ai) if Form S-3 is not then available for such offering by the Holder; Holders; (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to and requesting inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or ; (ciii) if the Company shall furnish furnishes to the Holder Holders a certificate signed by the Chairman of the Board of Directors President or Chief Executive Officer of the Company stating that that, in the good good-faith and reasonable judgment of the Board of Directors of the Company, it would be seriously 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 sixty ninety (6090) days after receipt of the request of the Holder Holders under this Section 8.22.3; provided, however, that such right to delay a request shall be exercised by the Company shall not invoke this right more than once twice in any twelve (12) month period; provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the issuance of securities by the Company pursuant to a stock option, stock purchase or similar benefit plan or an SEC Rule 145 transaction, or a registration in which the only stock being registered is 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 receipt 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) days after the closing date of a registration effected under Section 2.2 hereof. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.1. (d) If the registration is for an underwritten offering, the provisions of Section 2.1(b) hereof shall apply to such registration.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the a Holder 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) Promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, as to all other Holders; and (b) As soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.22.11: (a1) if Form S-3 is not then available for such offering by the HolderHolders; (b2) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than one million dollars ($1,000,000); or (c3) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the CompanyBoard, it would be seriously 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 sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 8.22.11; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right (or any similar right granted to the Company pursuant to Section 2.1(d)) more than once twice in any twelve month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (1290) month periodday period (other than a registration relating solely to 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 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); (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; or (5) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.2 hereof. (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 2.11, 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 2.11 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1. (d) 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 part of their request made pursuant to this Section 2.11 and the Company shall include such information in the written notice referred to in Section 2.11(a). The provisions of Section 2.1(b) shall be applicable to such request (with the substitution of Section 2.11 for references to Section 2.1).

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the Holder Stockholders 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 Warrant Shares Registrable Securities owned by the HolderStockholders, the Company, at it sole cost and expense, Company will, : (a) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the Holder’s Warrant Shares Stockholders’ Registrable Securities as are specified in such request, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 8.2: 2.4: (ai) if Form S-3 is not available for such offering by the Holder; Stockholders; (bii) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes Stockholders propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars Five Million Dollars ($1,000,0005,000,000); (iii) if within thirty (30) days of receipt of a written request from the Stockholders pursuant to this Section 2.4, the Company gives notice to the Stockholders 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; provided, however, except in the case of a DI/Longitude Transfer to a Permitted Transferee in which case the following proviso shall not apply, this clause (iii) shall not apply or have any effect in the period prior to December 23, 2018, or upon an Event of Default for so long as such Event of Default is continuing; (civ) if the Company shall furnish to the Holder Stockholders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental 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 sixty (60) days after receipt of the request of the Holder Stockholders under this Section 8.22.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period; provided, further, however, that in the event of the suspension of effectiveness of any registration statement pursuant to this 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; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Stockholders pursuant to this Section 2.4 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. (b) Subject to the foregoing, the Company shall file a Form S-3 covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of the Stockholders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2 or 2.3, respectively.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the --------------------- any Holder or Holders 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.4: (ai) if Form S-3 is not available for such offering by the Holder; Holders, (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars Five Million Dollars ($1,000,0005,000,000); or , (ciii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the CompanyDirectors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty one hundred twenty (60120) days after receipt of the request of the Holder or Holders under this Section 8.21.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve month period, (iv) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected a registration on Form S-3 for the Holders pursuant to this Section 1.4, (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 one hundred eighty (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2.

Form S-3 Registration. If, on or after June 11, 2012, If the Company shall receive receives from the a Holder a written request or requests that the Company effect file a registration statement 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 Warrant Shares Registrable Securities owned by such Holder or Holders such that the Holderaggregate offering price of the Registrable Securities requested to be registered, net of underwriting discounts and commissions, is at least $1,000,000, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, willto all other Holders; and (b) use its best efforts to effect, as soon as practicable, but no later than sixty (60) days following receipt of such request, file such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 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 20 days after receipt of such written notice from the Company; provided, however, that the Company shall will not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.2: 1.5: (ai) if Form S-3 is not available for such offering by the Holder; Holders; (b) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes to sell Warrant Shares and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or (cii) if the Company shall furnish furnishes to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such registration on 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 sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 8.21.5; provided, however, that such right to delay a request shall be exercised by the Company will not exercise this deferral right more than once in any twelve (12) -month period; and provided further, that the Company will not register any other of its shares of capital stock during such 90-day period; (iii) if the Company has, within the 12 months period preceding the date of such request, already effected one registration on Form S-3 for the Holders pursuant to this Section 1.5; 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 will file a registration statement on Form S-3 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 Registration Expenses incurred in connection with a registration pursuant to this Section 1.5 will be borne by the Company; provided, however, that the Company will not be obligated to bear such expenses in connection with more than one such registration on Form S-3 within any 12-month period. Registrations effected pursuant to this Section 1.5 will not be counted as demands for registration or registrations effected pursuant to Section 1.3. Unless otherwise stated, all Selling Expenses relating to securities registered on behalf of the Holders and all other registration expenses will be borne by the Holders of such securities pro rata on the basis of the number of shares so registered or proposed to be registered.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the Holder Holders of a majority 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.2section 1.12: (a1) if Form S-3 is not available for such offering by the HolderHolders; (b2) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars ($1,000,000); or (c3) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty one hundred twenty (60120) days after receipt of the request of the Holder or Holders under this Section 8.21.12; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period; 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. (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 a majority of the Holders. All expenses other than underwriting discounts and commissions 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 one counsel for the selling Holder or Holders and counsel for the Company shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 1.12 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). Registrations effected pursuant to this Section 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the any Holder or Holders 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, willto all other Holders; and (b) use commercially reasonable efforts, as soon as practicable, but no later than sixty (60) days following receipt of such request, file to effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.4: (ai) if Form S-3 is not available for such offering by the HolderHolders; (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than one million dollars $500,000; ($1,000,000); or (ciii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Holder or Holders under this Section 8.21.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) -month period; (iv) if the Company has, within the 12-month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4; (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from any Holder or Holders holding at least five percent (5%) of the Holder Registrable Shares, 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 compliance, with respect to all or a part of the Warrant Shares owned by the HolderRegistrable Shares, the Company, at it sole cost and expense, Company will, as soon as practicable, but no later than sixty within twenty (6020) days following after receipt of any such request, file give written notice of the proposed registration, and any related qualification or compliance, to all other Holders, and include in such registration statement and use its commercially reasonable efforts all Registrable Shares held by all such Holders who wish to have participate in such registration statement declared effective and obtain who have provided the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company’s notice. Thereupon, the Company shall 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 the such Holder’s Warrant Shares or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.2: 3.4, (ai) if Form S-3 is not available for such offering by the HolderHolders; (bii) if such registration, qualification or compliance would require the Company to be qualified to do business in a jurisdiction in which it is not qualified to do business, or to execute a general consent to service of process in a jurisdiction where it has not previously granted general consent to service of process; (iii) after it has effected six (6) registrations under this Section 3.4; or (iv) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes to sell Warrant Shares and such other securities (if any) at an aggregate price to the public of the shares to be registered is less than one million dollars $500,000 ($1,000,000five hundred thousand U.S. dollars); or (c) if the Company shall furnish to the Holder a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder under this Section 8.2; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period.

Form S-3 Registration. If, on or (a) Beginning 90 days after June 11, 2012, the Company is eligible to register Registrable Securities on Form S-3, each Holder shall receive from have the Holder a written request that right to demand 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 Warrant Shares owned by the Holderits Registrable Securities on Form S-3 and any related qualification or compliance. Upon receipt of written request, the Company, at it sole cost and expense, willCompany shall, as soon as practicable, but no later than sixty (60i) days following receipt give written notice of such requestthe proposed registration to all other Holders, file and any related qualification and compliance, and (ii) effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 's Registrable Securities as are specified in such request, request and any other Holders who notify the Company in writing within 10 business days after receipt of such notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 8.2: 3: (ai) if Form S-3 is not available for such offering by the Holder; ; (bii) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars Five Million Dollars ($1,000,0005,000,000); or ; (ciii) if the Company shall furnish to the Holder a certificate signed by the Chairman of the Board of Directors President or Chief Executive Officer of the Company stating that that, in the good faith and reasonable judgment of the Board of Directors of the Company, it would be 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 no more than once during any twelve (12) month period for a period of not more than sixty one hundred eighty (60180) days after following receipt of the request of the Holder under this Section 8.23; (iv) if the Company has, within the 12 month period preceding the date of such request, already effected one (1) registration on Form S-3 per year pursuant to this Section 3 in which the Holder's Registrable Securities were included; provided, that such however, if all of Holder's Registrable Securities were not included in the prior registration as a result of cutback provisions imposed by a managing underwriter pursuant to Section 2(d) above, then Holder shall have the right to delay demand one (1) additional registration on Form S-3; (v) if the Company has already effected two (2) registrations on Form S-3 pursuant to this Section 3; provided, however, if all of the Holders' Registrable Securities that were requested to be included in a request prior registration pursuant to this Section 3 were not included in the prior registration as a result of cutback provisions imposed by a managing underwriter pursuant to Section 2(d) above, the Company shall be exercised by obligated to effect one (1) additional registration on Form S-3; (vi) in any particular jurisdiction in which the Company not more than once would be required to qualify to do business or to execute a general consent to service of process in any twelve (12) month periodeffecting such registration, qualification or compliance.

Form S-3 Registration. If, on or after June 11, 2012, (a) If the Company shall receive from the Holder any holder or holders of Restricted Stock, 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 Restricted Stock owned by such holder or a part holders, the reasonably anticipated aggregate price to the public of which would exceed $2,000,000, the Company will: (i) promptly give written notice of the Warrant Shares owned by the Holderproposed registration, the Companyand any related qualification or compliance, at it sole cost and expense, will, to all other holders of Restricted Stock; and (ii) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and use its commercially reasonable efforts to have such registration statement declared effective appropriate compliance with applicable regulations issued under the Securities Act and obtain all such qualifications and compliances any other government requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Holder’s Warrant Shares such holder's or holders' Restricted Stock as are specified in such request, providedtogether with all or such portion of the Restricted Stock of any holder or holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company, however, provided that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 8.2: 6 (aA) if Form S-3 is not available for such offering by the Holder; (b) if the Holdermore than once in any 180-day period, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes to sell Warrant Shares and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or (cB) if the Company shall furnish is not entitled to use Form S-3. Subject to the Holder a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Companyforegoing, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 file a registration statement for a period of not more than sixty (60) days covering the Restricted Stock so requested to be registered as soon as practicable after receipt of the request or requests of the Holder under holders of the Restricted Stock. (b) Registrations effected pursuant to this Section 8.2; provided6 shall not be counted as requests for registration effected pursuant to Section 5. Except as provided in the foregoing paragraph (a), that such right to delay a request shall be exercised by the Company will not more than once effect any other registration of its Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from requesting holders pursuant to this Section 6 until such time as the managing underwriter shall reasonably request. In the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to this Section 6, each holder of Restricted Stock who shall not be selling its Restricted Stock to the underwriters in any twelve (12) month period.connection with such offering shall refrain from selling such Restricted Stock so registered for such

Form S-3 Registration. If, on or after June 11, 2012If at any time following the commencement of the Shelf Registration Period, the Company shall receive from the Holder Holders holding not less than a majority of the Registrable Securities then outstanding a written request 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 Warrant Shares Registrable Securities owned by the Holdersuch Holders, the CompanyCompany will: (a) within ten (10) calendar days after receipt of such notice, at it sole cost give written notice of the proposed registration, and expenseany related qualification or compliance, will, to all other Holders of Registrable Securities; and (b) as soon as reasonably practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement (a "S-3 Registration") and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the Holder’s Warrant Shares such Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) calendar days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 8.2: 5.2, (ai) if Form S-3 is not available to the Company for such offering by the Holder; offering, (bii) if the Holder, together with aggregate proceeds from the holders sale of any other securities of the Company entitled to inclusion in such registration, proposes to sell Warrant Shares and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or (c) if the Company shall furnish to the Holder a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registrable Securities proposed to be effected at such time, in which event the Company shall have the right sold pursuant to defer the filing of the a Form S-3 registration statement for a period of will not more than sixty exceed $10,000,000, (60iii) days after receipt of the request of the Holder under this Section 8.2; providedif, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period.has effected two S-3 Registrations pursuant to this

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from any Holder or Holders of not less than twenty percent (20%) of the Holder 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares '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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.12: (a1) if Form S-3 is not available for such offering by the HolderHolders; (b2) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars $500,000; ($1,000,000); or (c3) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Holder or Holders under this Section 8.21.12; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve month period; (4) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected two registrations for the Holders pursuant to this Section 1.12 or Section 1.2, collectively; 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 a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printers' 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 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from Holders of either at least thirty percent (30%) of the Holder 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: a. promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and b. as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.2section 1.12: (a1) if Form S-3 is not available for such offering by the HolderHolders; (b2) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars $250,000; ($1,000,000); or (c3) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder or Holders under this Section 8.21.12; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve month period; (4) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.12; 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 (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 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 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the Holder a written request that or requests (i) from any Holder or Holders of at least twenty percent (20%) of the Registrable Securities then outstanding (other than Vulcan Ventures Incorporated ("Vulcan")) or (ii) from Vulcan, provided Vulcan then holds Registrable Securities with an aggregate offering price of at least $40 million, that, in each case, 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.4: (ai) if Form S-3 is not available for such offering by the HolderHolders; (bii) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes Holders propose to sell Warrant Shares and such other securities (if any) Registrable Securities at an aggregate price to the public of less than one million dollars $500,000; ($1,000,000); or (ciii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Holder or Holders under this Section 8.21.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve month period; (iv) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4; (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 one hundred eighty (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. IfSubject to the terms and conditions of this Agreement, on or after June 11, 2012before the date that is six (6) months following the Closing (the "S-3 DATE"), the Company shall receive from will file with the Holder a written request that the Company effect SEC a registration statement on Form S-3 (or any successor and will use its best efforts to Form S-3) or any similar short-form effect such registration statement and any related qualification or compliance with respect to all or a part of the Warrant Shares Registrable Securities owned by the HolderHolders as soon as practicable thereafter. If the Company does not file with the SEC a registration statement on Form S-3 by the date that is 30 days after the S-3 Date (the "S-3 Filing Deadline"), the CompanyCompany agrees to pay the Purchasers, at it sole cost as liquidated damages, an amount equal to Two Hundred Fifty Thousand Dollars ($250,000) on the day immediately after the S-3 Filing Deadline, provided however, that notwithstanding the above, the Company shall not pay any such damages if the Company defers filing a registration statement on Form S-3 pursuant to subsection 1.2(b)(i) or subsection 1.2(b)(ii) below. Accordingly, the Company will: (a) promptly give written notice of the registration, and expenseany related qualification or compliance, will, to all Holders; (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain all such qualifications and compliances as may be so requested necessary and as would permit or facilitate the sale and distribution of all or such portion of the Holder’s Warrant Shares as are specified in such request, Holders' Registrable Securities; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.2: 1.2 if (ai) if Form S-3 is not available for such offering by the Holder; (b) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes to sell Warrant Shares and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or (c) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a reasonable period of time, which shall not more than sixty exceed thirty (6030) days after receipt of the request of the Holder S-3 Filing Deadline, under this Section 8.2; 1.2 or (ii) if Form S-3 is not available for such offering by the Holder(s), provided, however, that such right if Form S-3 is not available, Company shall file the Form S-3 registration statement once it is available; and (c) any and all expenses incurred in connection with a registration requested pursuant to delay a request this Section 1.2 shall be exercised borne by the Company not more than once Company, including all registration, filing, qualification, printers' and accounting fees but excluding any underwriters' discounts or commissions and any fees and disbursements of any counsel for the selling Holders (such fees or discounts, if any, to be borne pro rata by the Holders participating in any twelve (12) month periodthe registration).

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the --------------------- any Holder or Holders 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.2: 3.12, (ai) if Form S-3 is not available for such offering by the HolderHolders; (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars ($1,000,000); or (ciii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors president of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, Company it would be 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 sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 8.23.12; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period; (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 3.12; 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) 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 3.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and reasonable legal fees (including the reasonable fees and disbursements of one special counsel for the selling Holders), shall be borne by the Company. Registrations effected pursuant to this Section 3.12 shall not be counted as demands for registration or registrations effected pursuant to Section 3.2 or 3.3.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from any Holder or Holders of the Holder Registrable Securities a written request 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares '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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.12: (ai) if Form S-3 is not then available for such offering by the HolderHolders; (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an anticipated aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars $2,500,000; ($1,000,000); or (ciii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Holder or Holders under this Section 8.21.12; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve-month period; (iv) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.12; (v) if the Company has consummated, less than twelve (12) months prior to a request pursuant to this Section 1.12, its Initial Public Offering; or (vi) after the Company has effected three (3) such registrations pursuant to this Section 1.12; (vii) 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 a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printing and special accounting fees (other than those regularly incurred by the Company) and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, shall be borne by the Company.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from any Holder or Holders of the Holder Registrable Securities then Outstanding a written request or requests that the Company effect a registration on Form S-3 for a public offering the aggregate offering price of which would exceed $1,000,000, the Company will: (or any successor to Form S-3a) or any similar short-form registration statement promptly give written notice of the proposed registration, and any related qualification or compliance with respect compliance, to all or a part of the Warrant Shares owned by the Holder, the Company, at it sole cost and expense, will, other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.28.10: (ai) if Form S-3 is not available for such offering by the HolderHolders; (b) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes to sell Warrant Shares and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or (cii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 8.28.10; provided, that such right to delay a request shall be exercised by (iii) if the Company not more than once in any has, within the twelve (12) month periodperiod preceding the date of such request, already effected two registrations for the Holders pursuant to Section 8.2, 8.3 or this Section 8.10; 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 practicable after receipt of the request or requests of the Holders.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the any Holder or Holders of Registrable Securities 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders of Registrable Securities; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 8.2: 2.4: (ai) if Form S-3 (or any successor or similar form) is not available for such offering by the Holder; Holders; (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); ; (iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company's intention to make a public offering within ninety (c90) days; (iv) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 8.22.4; provided, that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) month period, or (v) 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 2.4 (unless the registration is requested by one or more of the Major Holders, in which case the Company shall not be excused from effecting such registration under this subsection unless it has, within the twelve (12) month period preceding the date of such request, already effected one (1) or more registrations requested by such Major Holder(s) under Section 2.2 or this Section 2.4), 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 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the any Holder or Holders (other than a Founder) 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the Company, at it sole cost will: (a) promptly give written notice of the proposed registration, and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.12: (a1) if Form S-3 is not available for such offering by the HolderHolders; (b2) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than one million dollars $2,000,000; ($1,000,000); or (c3) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors Chief Executive Officer of the Company stating that that, in the good faith and reasonable judgment of the Board of Directors of the Company, it would be 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 sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 8.21.12; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period; (4) 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 1.12; 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 (other than underwriting discounts and commissions, if any, applicable to shares sold by the selling Holders, which shall be borne pro rata by all selling Holders) incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to this Section 1.12, including (without limitation), all registration, filing and qualification fees, printer’s and accounting fees, and the reasonable fees and disbursements of one counsel for the selling Holders selected by Shamrock (if Shamrock is a selling Holder) or by such Holders (if Shamrock is not a selling Holder) (which fees and disbursements to counsel shall not exceed $50,000) shall be borne by the Company. Registrations effected pursuant to this Section 1.12 shall not be counted as demands for registration or registrations effected pursuant to Section 1.2 or Section 1.3

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the Holder a written request 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 Warrant Shares Registrable Securities owned by the Holder, the Company, at it sole cost and expense, Company will, : (a) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the Holder’s Warrant Shares 's Registrable Securities as are specified in such request, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.22.9: (a1) if Form S-3 is not available for such offering by the Holder; (b2) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars ($1,000,000); or (c3) if the Company shall furnish to the Holder a certificate signed by the Chairman of the Board of Directors President of the Company stating that that, in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder under this Section 8.22.9; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) twelve-month period; (4) if the Company has already effected three registrations on Form S-3 for the Holder pursuant to this Section 2 or holders of registrable securities pursuant to Section 1.12 of the Investors Rights Agreement; 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. (b) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities as soon as practicable after receipt of the request of Holder. All expenses incurred in connection with a registration requested pursuant to this Section 2.9, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of one counsel for the selling stockholders participating in such registration 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 2.9 shall not be counted as registrations effected pursuant to Section 2.1. (c) Following the effectiveness of a registration statement filed pursuant to this section 2.9, the Company may, at any time, suspend the effectiveness of such registration statement for up to 60 days, as appropriate (a "Suspension Period"), by giving notice to Holder, if the Company shall have determined that the Company may be required to disclose any material corporate development which disclosure may have a material adverse effect on the Company. Notwithstanding the foregoing, no more than one Suspension Period may occur in any 12-month period. The period of any such suspension of the registration statement shall be added to the period of time the Company agrees to keep the registration statement effective as provided in Section 2.2. Company shall use its reasonable efforts to limit the duration and number of any Suspension Periods. Holder agrees that, upon receipt of any notice from the Company of a Suspension Period, such Holder shall forthwith discontinue disposition of shares covered by such registration statement or prospectus until such Holder (i) is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) has received copies of a supplemental or amended prospectus, if applicable, and (iii) has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the Holder Holders of at least twenty percent (20%) 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares '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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.14: (a1) if Form S-3 is not available for such offering by the HolderHolders; (b2) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars $500,000; ($1,000,000); or (c3) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously 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 sixty (60) 60 days after receipt of the request of the Holder or Holders under this Section 8.21.14; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve month period; (4) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.14; 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 a registration requested pursuant to Section 1.14, 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, shall be borne pro rata by the Holder or Holders participating in the Form S-3 Registration. Registrations effected pursuant to this Section 1.14 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2, 1.3 or 1.4.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the Holder Holders of at least 50% of all 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.22.11: (a1) if Form S-3 is not then available for such offering by the HolderHolders; (b2) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than one million dollars $1 million; ($1,000,000); or (c3) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously 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 sixty one hundred twenty (60120) days after receipt of the request of the Holder or Holders under this Section 8.22.11; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating solely to 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 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); (4) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.11; 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; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.2 hereof. (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 2.11, 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 2.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.1. (d) 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 part of their request made pursuant to this Section 2.11 and the Company shall include such information in the written notice referred to in Section 2.11(a). The provisions of Section 2.1(b) shall be applicable to such request (with the substitution of Section 2.11 for references to Section 2.1).

Form S-3 Registration. If(a) Subject to the conditions of this Section 2.3, on or after June 11, 2012, if the Company shall receive from the Holder a written request from a Preferred Holder or Preferred Holders or ARIAD Holder (the “S-3 Initiating Holder(s)”), 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 Warrant Shares Registrable Securities owned by the HolderS-3 Initiating Holder(s), then the CompanyCompany shall: (i) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (ii) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the Holder’s Warrant Shares 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 within twenty (20) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification qualification, or compliance compliance, pursuant to this Section 8.22.3: (aA) if Form S-3 is not available for such offering by the Preferred Holders or ARIAD Holder; (bB) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes Holders propose to sell Warrant Shares Registrable Securities and such other securities (if any) Common Stock at an aggregate price to the public of less than one million dollars $3,000,000 ($1,000,000net of discounts and commissions); or (cC) if the Company shall furnish to the Holder such Holders a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the CompanyDirectors, it would be seriously 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 sixty ninety (6090) days after receipt of the request of the Preferred Holders or ARIAD Holder under this Section 8.2; 2.3, provided, that, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period.period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to 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); (D) 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; (E) 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

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from a Holder holding at least $1,000,000 of the Holder Registrable Securities 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany shall: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders of Registrable Securities; and (b) as soon as reasonably practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the Holder’s Warrant Shares such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.2: 1.4: (a1) if Form S-3 is not available for use by the Company with respect to such offering by the Holder; Holders; (b2) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or ; (c3) if the Company shall furnish to the Holder Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be 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 sixty one hundred twenty (60120) days after receipt of the request of the Holder or Holders under this Section 8.2; 1.4, provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period and provided, further, that the Company shall not register any securities for the account of itself or any other shareholder during such one hundred twenty (120) day period (other than a registration relating solely to 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); (4) if the Company has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4 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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 1.2. 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, on or after June 11, 2012, In case the Company shall receive from the any Holder or Holders of Registrable Securities 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders of Registrable Securities; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 8.24.3: (ai) if Form S-3 is not available for such offering by the Holder; Holders, (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); 500,000 or (ciii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be 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 sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 8.2; provided, that 4.3 (such right to delay a request shall notice may not be exercised by the Company not delivered more than once in any twelve (12) 12 month period).

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the any Holder or Holders 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders in accordance with Section 3.5 (the "S-3 Notice"); and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares '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 twenty (20) days after receipt of the S-3 Notice; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.12: (a1) if Form S-3 is not available for such offering by the HolderHolders; (b2) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars ($1,000,000); or (c3) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company and its stockholders for such Form S-3 registration to be effected at such timeCompany, 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 sixty one hundred twenty (60120) days after receipt of the request of the Holder or Holders under this Section 8.21.12; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period; (4) if the Company 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 1.12; 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. The Company shall bear and pay 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, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holder or Holders; provided, however, that such counsel shall submit reasonably detailed invoices for review by the Company's General Counsel prior to payment; but excluding underwriting discounts and commissions relating to Registrable Securities; and provided further, that the Company shall not be obligated to pay registration expenses under this paragraph if the Company has already effected two registrations on Form S-3 pursuant to this Section 1.12 after the date hereof. Registrations effected pursuant to this Section 1.12 shall not be counted as registrations effected pursuant to Section 1.2 or 1.3.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from any Holder or Holders of the Holder 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.4: (ai) if Form S-3 is not available for such offering by the HolderHolders; (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than one million dollars ($1,000,000); or (ciii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors Chief Executive Officer or President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Holder or Holders under this Section 8.21.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) 12 month period; provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 120 day period (other than a registration relating solely to 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, within the 12 month period preceding the date of such request, already effected 2 registrations on Form S-3 for the Holders pursuant to this Section 1.4; (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the any Holder or Holders 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.22.11: (ai) if Form S-3 is not available for such offering by the HolderHolders; (b) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes to sell Warrant Shares and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or (cii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the CompanyDirectors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 8.22.11; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) twelve-month period; (iii) if the participating Holders include the Investor and the aggregate price to the public of the shares to be registered on Form S-3 is less than $1,000,000 (unless all Holders of Registrable Securities are participating and selling all Registrable Securities that they hold); (iv) after the Company has effected three (3) registrations pursuant to this Section 2.11 and such registrations have been declared or ordered effective; and (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 Holders. All expenses incurred in connection with a registration requested pursuant to Section 2.11, including, without limitation, all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders and counsel for the Company not in excess of $50,000, but excluding any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 2.11 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the Holder one or more Partners 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 Warrant Shares Securities owned by such Partners, provided the Holdernumber of Securities requested to be sold would have an aggregate price to the public of at least $1,000,000, then the CompanyCompany will: (a) Promptly give written notice of the proposed registration and the Partner's request therefor, at it sole cost and expenseany related qualification or compliance, will, as to all other holders of Securities; and (b) As soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the Holder’s Warrant Shares Partner's Securities as are specified in such request, provided, howeverrequest together with all or such portion of the Securities of any Partner or Partners joining in such request as are specified in a written request received by the Company within 15 days after written notice from the Company is given under Section 13.7(a); PROVIDED, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 8.2: 13.7: (ai) if Form S-3 is not available to the Company for such offering by the Holder; thePartners; (b) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes to sell Warrant Shares and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or (cii) if the Company shall furnish to the Holder Partners a certificate signed by the Chairman of the Board of Directors President or Chief Executive Officer of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement no more than once duringany twelve-month period for a period of not more than sixty (60) 90 days after receipt of the request of the Holder holders under this Section 8.2; provided, that such right to delay a request shall be exercised by 13.7; (iii) in any particular jurisdiction in which the Company not more than once would be required to qualify to do business or to execute a general consent to service of process in any twelve effecting such registration, qualification or compliance; or (12iv) month periodif the Company has filed a registration statement on Form S-3 relating to Securities in the six months preceding the request of the Partners. Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Securities and other securities so requested to be registered pursuant to this Section 13.7 as soon as practicable after receipt of the request of the Partners for such registration.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the Holder Holders of at least 10% of all 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.22.11: (a1) if Form S-3 is not then available for such offering by the HolderHolders; (b2) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than one million dollars $1 million; ($1,000,000); or (c3) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 8.22.11; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve month period; (4) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.11; (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; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.2 hereof. (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 2.11, including (without limitation) all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders, not to exceed $25,000 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 2.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.1. (d) 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 part of their request made pursuant to this Section 2.11 and the Company shall include such information in the written notice referred to in Section 2.11 (a). The provisions of Section 2.1(b) shall be applicable to such request (with the substitution of Section 2.11 for references to Section 2.1).

Form S-3 Registration. IfNotwithstanding any other provision of this Section 3, on or after June 11, 2012, the registration rights afforded by this Section 3 shall be available solely to the Partners and their transferees and shall be administered as follows: (a) If the Company shall receive from the Holder a written request from one or more Holders 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 , then the Warrant Shares owned by Company shall, within 10 days after the Holder, the Company, at it sole cost and expense, will, as soon as practicable, but no later than sixty (60) days following receipt of such request, file give written notice of such registration statement request to all Holders and shall, subject to the limitations set forth below, use its commercially reasonable efforts to have such effect as soon as practicable the registration statement declared effective and obtain all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Act of all or Registrable Securities that the Holders request to be registered in a written request to be given within 30 days of receipt of such portion of notice by the Holder’s Warrant Shares as are specified in such requestCompany. (b) Notwithstanding the foregoing, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance registration pursuant to this Section 8.2: 3 if (ai) if Form S-3 is not available for such offering by the HolderHolders; (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (before deduction of any underwriters' discounts or commissions) of less than one million dollars $250,000; ($1,000,000); or (ciii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors Chief Executive Officer of the Company stating that that, in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Holder Holders under this Section 8.23; provided, however, that such right to delay a request shall be exercised by the Company shall not use this right more than once in any twelve (12) -month period; (iv) the Company has, within the 12-month period preceding the date of such request, already effected two such registrations on Form S-3 for the Holders pursuant to this Section 3; or (v) the Company within the 12-month period preceding the date of such request has effected a registration of securities in which the Holders of Registrable Securities requesting registration pursuant to this Section 3 were entitled to participate to the fullest extent they desired pursuant to Section 2.

Form S-3 Registration. If, on or after June 11, 2012, (a) If the Company shall receive from the Holder a written request from the Holders of 25% of the Registrable Securities then outstanding 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 Warrant Shares owned by the Holder, the Companyreasonably anticipated aggregate offering price to the public of which would equal or exceed $2,000,000,then the Company shall, at it sole cost and expense, will, as soon as practicable, but no later than sixty (60) within 10 days following after the receipt of such request, file give written notice of such registration statement request to all Holders and shall, subject to the limitations set forth below, use its commercially reasonable best efforts to have such effect as soon as practicable the registration statement declared effective and obtain all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Act of all or Registrable Securities that the Holders request to be registered in a written request to be given within 30 days of receipt of such portion of notice by the Holder’s Warrant Shares as are specified in such requestCompany. (b) Notwithstanding the foregoing, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance registration pursuant to this Section 8.2: 4 if (ai) if Form S-3 is not available for such offering by the HolderHolders; (bii) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes to sell Warrant Shares and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or (c) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that that, in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Holder Holders under this Section 8.24; provided, however, that such right to delay a request shall be exercised by the Company shall not use this right more than once in any twelve (12) -month period; or (iii) if the Company has, within the 12-month period preceding the date of such request, already effected one such registrations on Form S-3 for the Holders pursuant to this Section 4.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the any Holder or Holders 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.2: 1.9: (ai) if Form S-3 is not available for such offering by the Holder; Holders; (bii) if the HolderHolders, together with the holders of any other securities securi- ties of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars ($1,000,000); or , (ciii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty one hundred twenty (60120) days after receipt of the request of the Holder or Holders under this Section 8.21.9; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period; (iv) if the Company has, within the six (6) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 1.9; 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 Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.9 (other than underwriting discounts and commissions and fees and disbursements of counsel for the Holders), including (without limitation) all registration, filing, qualification, printer's and accounting fees and counsel for the Company, shall be borne by the Company. Registrations effected pursuant to this Section 1.9 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the any Holder or Holders 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, willto all other Holders; and (b) use reasonable best efforts to effect, as soon as practicable, but no later than sixty (60) days following receipt of such request, file such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 8.21.12: (ai) if Form S-3 is not available for such offering by the HolderHolders; (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than one million dollars $5,000,000; ($1,000,000); or (ciii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement Registration Statement for a period of not more than sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 8.21.12; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) -month period; (iv) if the Company has, within the twelve-month period preceding the date of such request, already effected a registration on Form S-3 for such Holders pursuant to this Section 1.12 and other similar provisions granting rights to registration on Form S-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. (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. The Company shall pay all expenses (other than underwriting discounts and commissions) incurred in connection with the first three registrations 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 one counsel for all selling Holders selected by the selling Holders and counsel for the Company. All expenses incurred in additional registrations pursuant to this Section 1.12 shall be borne pro rata by the Holder or Holders participating in the Form S-3 Registration. Registrations effected pursuant to this Section 1.12 shall not be counted as demands for registration effected pursuant to Section 1.2.

Form S-3 Registration. If, on or after June 11, 2012, (a) In case the Company shall receive from the any Holder or Holders, 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (i) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (ii) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares '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 twenty (20) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.12: (a1) if Form S-3 is not available for such offering by the HolderHolders; (b2) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an anticipated aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars ($1,000,000); or (c3) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be 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 sixty one hundred twenty (60120) days after receipt of the request of the Holder or Holders under this Section 8.21.12; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period; (4) if the Company has already effected one registration on Form S-3 in the six (6) month period preceding the request for the Holders pursuant to this Section 1.12; 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. (b) If the Holders initiating the registration request hereunder (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 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)(i). In such event, the right of any Holder to include his 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 Initiating 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 1.4(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 Initiating Holders. Notwithstanding any other provision of this Section 1.12, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating 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 Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the Holders shall have the first right to include all of their shares in the offering before any shares held by other selling shareholders or the Company may be included in the offering. (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 and shall remain effective until the registered shares are sold or three months have expired, whichever comes first. 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 one counsel for the selling Holders selected by them, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 1.12 shall not be counted as demands for registration or registrations effected pursuant to Section 1.2 or 1.3, respectively.

Form S-3 Registration. If(a) Subject to the conditions of Sections 2.3(a) and (b), on or after June 11Caterpillar may request, 2012under a Registration Request, the Company shall receive from the Holder a written request that the Company ASV effect a registration on Form S-3 (or any successor to Form S-3) and all such qualifications and compliances as may be requested or any similar short-form registration statement and any related qualification or compliance with respect required in connection therewith (a “Form S-3 Registration”). Subject to all or a part of the Warrant Shares owned by the HolderSection 2.3(b), the Company, at it sole cost and expense, will, as soon as practicable, but no later than sixty (60) within 30 days following receipt of such request, file such registration statement ASV shall effect a Form S-3 Registration and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the HolderCaterpillar’s Warrant Shares Registrable Securities as are specified in such request. (b) ASV shall have the right to delay a Form S-3 Registration if ASV shall furnish to Caterpillar a certificate signed by the Chief Executive Officer of ASV stating that in the good faith judgment of the Board it would be materially detrimental to ASV or its shareholders for a registration statement to be filed in the near future, providedin which case ASV’s obligation to register Shares under this Section 2.3(b) shall be deferred for a period not to exceed 30 days from the date of receipt of the Registration Request from Caterpillar, howeverprovided that ASV may not exercise this deferral right more than once per 12-month period Further, that the Company notwithstanding Section 2.3(a), ASV shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 8.2: a Form S-3 Registration: (a1) if Form S-3 is not available for such offering requested by the HolderCaterpillar; or (b2) if ASV has, within the Holder12-month period preceding the date of such request, together with the holders of any other securities of the Company entitled already effected two (2) Form S-3 Registrations for Caterpillar pursuant to inclusion in such registration, proposes to sell Warrant Shares and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or this Section 2.3. (c) if the Company shall furnish to the Holder a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registrations shall not be counted as requests for 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 sixty (60) days after receipt of the request of the Holder under this Section 8.2; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month periodSections 2.1 or 2.2.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the Holder a written request that or requests (i) from any Holder or Holders of at least twenty percent (20%) of the Register able Securities then outstanding holds Register able Securities with an aggregate offering price of at least $1,000,000 (five Million), that, in each case, 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 Warrant Shares Register able Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain all such qualifications and compliances compliance as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the such Holder’s Warrant Shares 's or Holders' Register able Securities as are specified in such request, together with all or such portion of the Register able Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.4: (ai) if Form S-3 is not available for such offering by the HolderHolders; (bii) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes Holders propose to sell Warrant Shares and such other securities (if any) Register able Securities at an aggregate price to the public of less than one million dollars $500,000; ($1,000,000); or (ciii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Holder or Holders under this Section 8.21.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve month period; (iv) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4; (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 one hundred eighty (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 Register able 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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If(a) At any time following the one year anniversary of a Qualified Public Offering and when the Company is eligible to register securities on Form S-3, on or after June 11, 2012, if the Company shall receive from any Holder and Holders of 5% or more of the Holder Registrable Securities 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 Warrant Shares Registrable Securities owned by such Holder or Holders the HolderCompany will: (i) promptly give written notice of the proposed registration, the Companyand any related qualification or compliance, at it sole cost and expense, will, to all other Holders; (ii) as soon as practicable, but no later than sixty (60) days following receipt of such request, file practicable effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain all such qualifications qualification and compliances compliance as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the such Holder’s Warrant Shares '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 written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.2: 5.03 (aA) if Form S-3 is not available for such offering by the HolderHolders; (bB) more than two times in any twelve-month period; (C) if the Holder, together with the holders anticipated aggregate price of any other securities of the Company entitled all shares requested to inclusion be included in such registration, proposes to sell Warrant Shares and such other securities (if any) registration is not at an aggregate price to the public of less than one million dollars (least $1,000,000)500,000; or (cD) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors Chief Executive Officer of the Company stating that to the effect that, in the good faith and reasonable judgment of the Board of Directors Directors, the filing, the offering or the disclosure required thereby would adversely affect a pending or contemplated acquisition, financing or other material transaction of the Company, it would be seriously detrimental to the Company and its stockholders for it is therefore in the best interests of the Company to defer the filing of such Form S-3 registration to be effected at such timestatement, in which event then the Company shall have the right to defer such filing or to block the filing sale of the Form S-3 registration statement shares thereunder for a period of not more than sixty 90 days after the date of furnishing such certificate; provided, however, that the Company may not exercise such right more than once in any twelve-month period; and (60iii) days 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 Holder under Holders. No registration effected pursuant to this Section 8.2; provided, that such right to delay a request 5.03 shall be exercised by relieve the Company not more than once from its obligation to effect any registration pursuant to Section 5.01 or 5.02. (b) If a requested registration pursuant to this Section 5.03 involves an underwritten offering, and the managing underwriter shall advise the Company in any twelve writing (12with a copy to each holder of Registrable Securities requesting registration) month period.that in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the any Holder or Holders 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 's 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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.22.11: (ai) if Form S-3 is not available for such offering by the HolderHolders; (b) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes to sell Warrant Shares and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or (cii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the CompanyDirectors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 8.22.11; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) twelve-month period; (iii) if the participating Holders include the Investor and the aggregate price to the public of the shares to be registered on Form S-3 is less than $1,000,000 (unless all Holders of Registrable Securities are participating and selling all Registrable Securities that they hold); (iv) after the Company has effected three (3) registrations pursuant to this Section 2.11 and such registrations have been declared or ordered effective; and (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 Holders. All expenses incurred in connection with a registration requested pursuant to Section 2.11, including, without limitation, all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders and counsel for the Company not in excess of $50,000, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 2.11 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1.

Form S-3 Registration. If, on or after June 11, 2012, 2.4.1 If the Company shall receive from the Holder Holders of at least 30% of the Registrable Securities a written request 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will (a) promptly give notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders of Registrable Securities and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the Holder’s Warrant Shares as are Registrable Securities specified in such request, together with the Registrable Securities of any other Holder or Holders joining in such request by notice to the Company given within 15 days after receipt of such notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 8.2: (a) 2.4: 2.4.1.1 if Form S-3 (or any successor or similar form) is not available for such offering by the Holder; (b) Holders; 2.4.1.2 if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes Holders propose to sell Warrant Shares and such other securities (if any) Registrable Securities at an aggregate price to the public of less than one million dollars ($1,000,000); or (c) ; 2.4.1.3 if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the CompanyDirectors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 8.22.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period; 2.4.1.4 if the Company has, within the twelve month period preceding the date of such request, already effected a registration on Form S-3 for the Holders pursuant to this Section 2.4; or 2.4.1.5 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. 2.4.2 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 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively. If the initiating Holders intend to distribute Registrable Shares pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.2.1.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the any Holder or Holders of Registrable Securities 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders of Registrable Securities; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 8.2: 2.4: (ai) if Form S-3 (or any successor or similar form) is not available for such offering by the Holder; Holders, or (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or , or (ciii) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; (iv) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 8.22.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or (v) 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 2.4, 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 2.4 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 2.4 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, on or after June 11, 2012, In case the Company shall receive from the any Holder or Holders of Registrable Securities 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (i) promptly, at it sole cost but in any event within fifteen (15) days, give written notice of the proposed registration, and expenseany related qualification or compliance, will, to all other Holders of Registrable Securities; and (ii) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain all such qualifications and compliances requirements for compliance with applicable laws or regulations as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the such Holder’s Warrant Shares 's or Holders' Registrable Securities as are specified in such request, providedtogether with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; PROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 8.23.4: (a) if the Company is not eligible to use Form S-3 is not available for such offering by the Holder; Holders, (b) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or 3,000,000, (c) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 8.2; provided3.4, that such right to delay a request shall be exercised by (d) if the Company not more than once in any has, within the twelve (12) month periodperiod preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 3.4, or (e) 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. (iii) 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. The Company shall pay all expenses incurred in connection with the first three registrations requested pursuant to this Section 3.4 (excluding underwriters' discounts and commissions, which shall be paid by the selling Holders pro rata), including without limitation all registration, filing, qualification, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of a single counsel for the selling Holder or Holders to be appointed by the Holders of a majority of the Registrable Securities requesting registration.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the Holder Investor 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 Warrant Shares Registrable Securities owned by the HolderInvestor, the Company, at it sole cost and expense, Company will, : (a) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the Holder’s Warrant Shares Investor's Registrable Securities as are specified in such request, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 8.2: 2.2: (ai) prior to the first anniversary of the date of this Agreement, or (ii) if Form S-3 (or any successor or similar form) is not available for such offering by the Holder; Investor, or (biii) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, Investor proposes to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or , or (civ) if the Company shall furnish to the Holder Investor a certificate signed by the President or Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty forty five (6045) days after receipt of the request of the Holder Investor under this Section 8.22.2; provided, that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) month period, or (v) 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 Investor pursuant to this Section 2.2, or (vi) if the Company has already effected four (4) registrations on Form S-3 for the Investor pursuant to this Section 2.2, or (vii) 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. (b) 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 Investor.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from Holders of the Holder 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares '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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.4: (ai) if Form S-3 is not available for such offering by the HolderHolders; (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars $500,000; ($1,000,000); or (ciii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 8.21.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve month period; (iv) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected one registration on Form S-3 for the Holders pursuant to this Section 1.4 or within six (6) months of the effective date of another registration; (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 one hundred eighty (180) days after the effective date of a registration statement subject to Section 1.2 or 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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively. (d) All Holders proposing to distribute their securities through an underwriting under this Section 1.4 shall (together with the Company as provided in subsection 1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting, provided, however, that (A) no Holder shall be required to make any representations or warranties to, or agreements with, the Company or any underwriter other than representations, warranties or agreements regarding the identity of such Holder, the title to the Registrable Securities being sold by such Holder, the power and authority of such Holder to enter into the underwriting agreement, the amount and ownership of the securities of the Company held by such Holder, such Holder's intended method of distribution and any other customary representations and warranties concerning the Holder and its Registrable Securities reasonably requested by the Company or the underwriters and (B) no Holder shall be required to make any representations or warranties concerning the Company or its business, properties, prospects, financial condition or related matters.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from any Holder or Holders of at least 20% in the Holder aggregate of Registrable Securities 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares '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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.2section 1.12: (a1) if Form S-3 is not available for such offering by the HolderHolders; (b2) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars $250,000; ($1,000,000); or (c3) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 60 days after receipt of the request of the Holder or Holders under this Section 8.21.12; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period; 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. (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, unless the Company has within the 12 month period preceding the date of such request paid the expenses incurred in connection with a registration pursuant to Section 1.12, in which case the expenses shall be borne pro rata by the Holder or Holders participating in the Form S-3 registration. Registrations effected pursuant to this Section 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the any Holder or Holders 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 Warrant Shares Registrable Securities owned by such Holder or Holders, but in no event earlier than six (6) months prior to the Holderexpiration of the Restricted Period, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares '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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.12: (ai) if Form S-3 is not available for such offering by the HolderHolders; (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate gross offering price to the public of less than one million dollars $50,000,000; ($1,000,000); or (ciii) if the Company shall furnish to the Holder a Holders the certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such timeeffect described in Section 1.2(c), in which event the Company shall have the right to defer the filing of the Form S-3 registration statement or the use of the related prospectus for a period of not more than sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 8.2; 1.12 (provided, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12twelve-(12) month period); (iv) if the Company has, within the ninety (90) day period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 1.12; (v) after the Company has effected a total of six (6) registrations pursuant to this Section 1.12 or Section 1.2 and such registrations have been declared or ordered 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. Any such Registrable Securities shall remain subject, to the extent applicable, to the standstill restrictions of Section 5. (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. If a majority in interest of the Holder or Holders requesting registration so elect, the Company shall cause such registration statement to be filed as a shelf registration pursuant to SEC Rule 415 (or any applicable successor rule) and keep such shelf registration effective for six (6) months. All expenses incurred in connection with any registrations requested pursuant to Section 1.12, including all registration, filing, qualification, printer's and accounting fees, and the fees and disbursements of counsel for the selling Holder or Holders (in an amount not to exceed $25,000) and counsel for the Company, but excluding any underwriters' discounts or commissions arising from the sale of the Registrable Securities thereunder, shall be borne by the Company. Registrations effected pursuant to this Section 1.12 shall be counted as demands or requests for registration or registrations effected pursuant to Section 1.2.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the Holder a written request 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 Warrant Shares Registrable Securities owned by the Holder, the Company, at it sole cost and expense, Company will, : (a) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the Holder’s Warrant Shares 's Registrable Securities as are specified in such request, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 8.22.2: (ai) if Form S-3 is not available for such offering by the Holder; (b) provided, however, if the Holder's request is received on a date more than one year following the Company's initial public offering and Form S-3 is not available to the Company, together with the holders of any other securities of the Company entitled shall as soon as practicable effect such registration on Form S-1 under the Securities Act (or any successor to inclusion in such registration, proposes to sell Warrant Shares and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000form S-1); or (cii) if the Company shall furnish to the Holder a certificate signed by the Chairman President or Chairperson of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration or Form S-1 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 or Form S-1 registration statement for a period of not more than sixty thirty (6030) days after receipt of the request of the Holder under this Section 8.22.2; provided, provided that such right to delay a request shall be exercised by the Company not no more than once in any twelve one-year period; (12iii) month period.if the Company has already effected two registrations for the Holder pursuant to this Section 2.2; (iv) if the date of such request is earlier than 365 days from closing of the Company's initial public offering; or (v) in any particular jurisdiction in which the Company would be required to qualify to do

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the any Holder or Holders 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: 1.12.1 Promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, as to all other Holders; and 1.12.2 As soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares '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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.12: (a1) if Form S-3 is not available for such offering by the HolderHolders; (b2) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars $250,000; ($1,000,000); or (c3) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be 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 sixty (60) 60 days after receipt of the request of the Holder or Holders under this Section 8.21.12; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve month period; (4) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.12; 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. 1.12.3 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 pro rata by the Holder or Holders participating in the Form S-3 Registration. Registrations effected pursuant to this Section 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the --------------------- any Holder or Holders 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.12: (ai) if Form S-3 is not available for such offering by the HolderHolders; (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars $4,000,000; ($1,000,000); or (ciii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Holder or Holders under this Section 8.21.12; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected (A) one (1) registration on Form S-3 for the requesting Holder or Holders or (B) two (2) registrations on Form S-3 pursuant to this Section 1.12; (v) if the Company has already effected four (4) registrations on Form S-3 pursuant to this Section 1.12; 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 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 (not to exceed $10,000) 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 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If, on or after June 11, 2012, (1) If the Company shall receive from the Holder a written request from the Holders of 25% of the Registrable Securities then outstanding 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 Warrant Shares owned by the Holder, the Companyreasonably anticipated aggregate offering price to the public of which would equal or exceed $2,000,000,then the Company shall, at it sole cost and expense, will, as soon as practicable, but no later than sixty (60) within 10 days following after the receipt of such request, file give written notice of such registration statement request to all Holders and shall, subject to the limitations set forth below, use its commercially reasonable best efforts to have such effect as soon as practicable the registration statement declared effective and obtain all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Act of all or Registrable Securities that the Holders request to be registered in a written request to be given within 30 days of receipt of such portion of notice by the Holder’s Warrant Shares as are specified in such requestCompany. (2) Notwithstanding the foregoing, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance registration pursuant to this Section 8.2: 4 if (ai) if Form S-3 is not available for such offering by the HolderHolders; (bii) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes to sell Warrant Shares and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or (c) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that that, in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of the Holder Holders under this Section 8.24; provided, however, that such right to delay a request shall be exercised by the Company shall not use this right more than once in any twelve (12) -month period; or (iii) if the Company has, within the 12-month period preceding the date of such request, already effected one such registrations on Form S-3 for the Holders pursuant to this Section 4.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive --------------------- from the any Holder or Holders 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 an underwritten offering of all or a part of the Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.12: (a1) if Form S-3 is not available for such offering by the HolderHolders; (b2) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars ($1,000,000); or (c3) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder or Holders under this Section 8.21.12; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period; 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 or to submit to the taxing authority of such jurisdiction, in effecting such registration, qualification or compliance. (c) 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 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 Company (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder and if Company counsel does not make itself available for this purpose, then the Company will pay the reasonable fees and disbursements of one counsel for the selling Holders), but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the a --------------------- Holder or Holders a written request 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 an amount of the Warrant Shares Registrable Securities owned by such Holder or Holders for which the Holderanticipated aggregate offering price would be at least $1,000,000, the CompanyCompany shall: (a) promptly give written notice of the proposed registration, at it sole cost and expense, will, any related qualification or compliance to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares '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; provided, however, that the Company shall not be obligated to effect any such registration, qualification qualification, or compliance pursuant to this Section 8.22.4: (a1) if Form S-3 is not available for such offering by the HolderHolders; (b) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes to sell Warrant Shares and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or (c2) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors president of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the CompanyBoard, it would be 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 sixty (60) 120 days after receipt of the initiating request of the Holder or Holders under this Section 8.22.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve month period; (123) if the Company has, within the six (6) month periodperiod preceding the date of such request, already effected a registration on Form S-3 for the Holders pursuant to this Section 2.4; or (4) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive a --------------------- written request from the Holder a written request Holders of twenty-five percent (25%) of the Registrable Securities then outstanding 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares 's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.2section 1.12: (a1) if Form S-3 is not available for such offering by the HolderHolders; (b2) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars $500,000; ($1,000,000); or (c3) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 8.21.12; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period; (4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 1.12, or if the Company has already effected a total of three (3) registrations on Form S-3 for the Holders pursuant to this Section 1.12; 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 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 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from Holders of the Holder Registrable Securities 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders of Registrable Securities; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 8.2: 2.4: (ai) if Form S-3 (or any successor or similar form) is not available for such offering by the Holder; Holders, or (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000); or , or (ciii) if the Company shall have, 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 2.4, or (iv) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of the Holder or Holders under this Section 8.2; 2.4: provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) 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. (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. ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. Investors’ Rights Agreement (d) Not Demand Registration. Form S-3 registrations will not be deemed to be demand registrations for purposes of Section 2.2 above.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the any Holder or Holders of 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares '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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.4: (ai) if Form S-3 is not available for such offering by the HolderHolders; (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars ($1,000,000); or (ciii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President or Chief Executive Officer of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the request of the Holder or Holders under this Section 8.21.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period; or (iv) if the Company has already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4 during the six months prior to such request. (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

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the Holder any Investor 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares '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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.4: (ai) if Form S-3 is not available for such offering by the HolderHolders; (bii) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars $500,000; ($1,000,000); or (ciii) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be 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 sixty (60) 120 days after receipt of the request of the Holder or Holders under this Section 8.21.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve month period; (iv) if the Company has, within the twelve (12) month periodperiod preceding the date of such 7 request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4; (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 one hundred eighty (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 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If(a) Notwithstanding Section 1.2(c) hereof, on or after June 11, 2012, in case the Company shall receive from the any Holder or Holders a written request or requests that the Company effect a registration on Form S-3 (or on any successor form to Form S-3S-3 regardless of its designation) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (i) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, willto all other Holders and (ii) use its best efforts to effect, as soon as practicable, but no later than sixty (60) days following receipt of such request, file such registration statement (and use its commercially reasonable efforts to have keep such registration statement declared effective and obtain all such qualifications and compliances for up to 180 days), qualification or compliance as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the such Holder’s Warrant Shares 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 20 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 8.21.11 if: (a1) if Form S-3 (or any successor form to Form S-3 regardless of its designation) is not available for such offering by the HolderHolders; (2) the aggregate gross proceeds (before deduction of underwriting discounts and commissions) of the Registrable Securities specified in such request is not at least $1,000,000. (b) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes to sell Warrant Shares and such other securities (if any) at an aggregate price Subject to the public provisions of less than one million dollars ($1,000,000); or (cSection 1.11(a)(ii) if above, the Company shall furnish to the Holder a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company Holders shall have the right to defer request registration of their Registrable Securities on an unlimited number of occasions following the filing of date upon which the Company shall first become eligible to register the holders’ Registrable Securities on Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder under this Section 8.2S-3; provided, however, that such right to delay a request shall be exercised by the Company shall not be required to effect more than once one registration pursuant to this Section 1.11 in any twelve (12) 12 month period.

Form S-3 Registration. If, on or after June 11, 2012, 7.1 In case the Company shall receive from the any Holder or Holders that have been accorded rights under this Section 7 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 Warrant Shares Registrable Securities owned by such Holder or Holders accorded such rights, and at such time the HolderCompany is eligible to use such Form, the CompanyCompany shall: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders that have been accorded rights under this Section 7; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file and effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares '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; provided, however, that in connection with any proposed shelf registration, the Company shall in no event be obligated to cause any such registration to remain effective for more than ninety (90) days; and provided further, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.27: (a1) if Form S-3 is not available for such offering by the HolderHolders; (b2) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars $250,000; ($1,000,000); or (c3) if the Company shall furnish to the Holder a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders (e.g., interfere with any financing, acquisition, corporate reorganization or other material corporate transaction or development involving the Company) 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 sixty (60) 60 days after receipt of the request of the Holder or Holders under this Section 8.27; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve month period for any one Holder; (4) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 7; 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. 7.2 A registration statement filed pursuant to the request of the Holders under this Section 7 may include other securities of the Company which are held by officers or directors of the Company or are to be issued by the Company. In such event, participation by such officers and directors and the Company shall be on the basis set forth in Section 4.2 herein. 7.3 Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities 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 7, including (without limitation) all registration, filing, qualification, printer's and accounting fees, the reasonable fees and disbursements of one counsel for the selling Holder or Holders and of counsel for the Company, and any underwriters' discounts or commissions associated with Registrable Securities and other securities to be registered, shall be borne pro rata by the Holder or Holders participating in the Form S-3 Registration, the officers and directors of the Company participating in the Form S-3 Registration, and, if the Company participates in the Form S-3 Registration, the Company (on the basis of the number of shares of each of them included in such registration). Registrations effected pursuant to this Section 7 shall not be counted as demands for registrations effected pursuant to Sections 4 or 5, respectively. 7.4 In the event that the Company believes that it may be necessary or appropriate to file a supplement or a post-effective amendment to any registration statement filed pursuant to the request of the Holders under this Section 7 or under Sections 3.1 or 3.3, the prospectus contained in such registration statement, or any document incorporated therein by reference, or to file any other required document so that, as thereafter delivered to the purchasers of shares registered under such registration statement ("Registered Shares"), the prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading (a "Prospectus Update"), the Company shall notify the Holders of all Registered Shares accorded rights under this Section 7 or under Sections 3.1 or 3.3, as applicable, of its determination that it is necessary or appropriate to prepare, file and cause to be declared effective a Prospectus Update. After receipt of such notice no Holder of Registered Shares shall sell such Registered Shares unless and until a Prospectus Update has been effectuated. The Company shall use all reasonable efforts to prepare, file and effectuate such Prospects Update as soon as practicable, but in any event such Prospectus Update shall be filed with the SEC within six (6) months after the date the Company's notice of determination described above in this Section 7.4. As soon as the Prospectus Update has been effectuated, the Company shall notify the Holders of Registered Shares that the Prospectus is available for use. 7.5 In the event that a registration proceeding is begun pursuant to this Section 7 and the registration request is subsequently withdrawn or if any Holder fails to sell shares registered under a registration statement effectuated pursuant to this Section 7, such Holder shall forfeit, as to the shares so registered or to be registered, its right to request that the Company effect a subsequent registration on Form S-3, unless such registration request was withdrawn (a) at the request of the Company due to the fact that it would be seriously detrimental to the Company and its shareholders for such registration to be effected at such time or (b) after such Holder has learned of a material adverse change in the condition, business or prospects of the Company not known to such Holder at the time of such Holder's request for registration.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the Holder a written request 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 Warrant Shares Registrable Securities owned by the Holder, the Company, at it sole cost and expense, will, as soon as practicable, but no later than sixty (60) days following receipt of such request, file such registration statement and Company shall use its commercially all reasonable efforts to have effect, within forty-five days of the initial request for registration pursuant to Section 4.04, such registration statement declared effective and obtain 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 the Holder’s Warrant Shares 's Registrable Securities as are specified in such request, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.2: 4.04: (a1) if Form S-3 is not available for use by the Company with respect to such offering by the Holder; ; (b2) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars $500,000; ($1,000,000); or (c3) if the Company shall furnish to the Holder a certificate signed by the Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be 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 sixty (60) one hundred twenty days after receipt of the request of the Holder under this Section 8.24.04; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period; (4) if the Company has already effected one (1) registration on Form S-3 for the Holder pursuant to this Section 4.04; 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.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from the any Holder or Holders 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 Warrant Shares Registrable Securities owned by such Holder or Holders, and the HolderCompany is then eligible to register the Common Stock on Form S-3, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares '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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.11: (a1) if Form S-3 is not available for such offering by the HolderHolders; (b2) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars $500,000; ($1,000,000); or (c3) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder or Holders under this Section 8.21.11; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve month period; (4) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.11; 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. (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 and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, shall be borne by the Company. Registrations effected pursuant to this Section 1.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. If, on or after June 11, 2012, In case the Company shall receive from at any time after the Holder completion of the first registration statement for a public offering of securities of the Company (other than a registration statement relating solely to the sale of securities to current or former employees, officers, advisors, consultants or directors of the Company or any subsidiary of the Company pursuant to a stock purchase plan or stock option or restricted stock awards approved by the Board of Directors of the Company or a registration statement on Form S-4 or a similar successor form), a written request from a Holder or Holders of Registrable Securities 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares '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 twenty (20) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.12: (a1) if Form S-3 is not available for such offering by the HolderHolders; (b2) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes Holders propose to sell Warrant Shares and such other securities (if any) Registrable Securities at an aggregate price to the public (net of any underwriting discounts or commissions) of less than one million dollars ($1,000,000); or (c3) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that that, in the good faith and reasonable judgment of the Board of Directors of the Company, it would be 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 sixty one hundred twenty (60120) days after receipt of the request of the Holder or Holders under this Section 8.21.12; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period; (4) if the Company has already effected two (2) registrations on Form S-3, or any equivalent successor form, for the Holders pursuant to this Section 1.12 within the twelve months preceding such request; 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 a registration requested pursuant to this Section 1.12, including, without limitation, all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one (1) counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriting discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 1.12 shall not be counted as registrations effected pursuant to Sections 1.2 or 1.3. (d) The Company shall not be obligated to effect any registration pursuant to this Section 1.12 if the Company delivers to the Holders requesting registration under this Section 1.12 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, on or after June 11, 2012, In case the Company shall receive from the any Holder or Holders 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 Warrant Shares Registrable Securities owned by the Holdersuch Holder or Holders, the CompanyCompany will: (a) promptly give written notice of the proposed registration, at it sole cost and expenseany related qualification or compliance, will, to all other Holders; and (b) as soon as practicable, but no later than sixty (60) days following receipt of such request, file effect such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain 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 the such Holder’s Warrant Shares '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; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 8.21.12: (a1) if Form S-3 is not available for such offering by the HolderHolders; (b2) if the HolderHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes propose to sell Warrant Shares Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars ($1,000,000); or (c3) if the Company shall furnish to the Holder Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be 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 sixty (60) 150 days after receipt of the request of the Holder or Holders under this Section 8.21.12; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve month period, (4) if the Company has, within the twelve (12) month periodperiod preceding the date of such request, already effected one registration on Form S-3 for the Holders pursuant to this Section 1.12; 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. The Company shall bear and pay 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, fees and disbursements of counsel for the Company (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holder or Holders hereunder; if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements of one counsel for the selling Holder or Holders) but excluding underwriting discounts and commissions relating to Registrable Securities; provided, however, that the Company shall not be obligated to pay registration expenses under this paragraph if the Company has already effected two registrations on Form S-3 pursuant to this Section 1.12. Registrations effected pursuant to this Section 1.12 shall not be counted as registrations effected pursuant to Sections 1.2 or 1.3.