Common use of Form S-3 Registration Clause in Contracts

Form S-3 Registration. In case the Company shall receive from any Holder or Holders a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000), the Company will within twenty (20) days after receipt of any such request: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000(net of any underwriters’ discounts or commissions); (iii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any 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 jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 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. In case the Company shall receive from any Holder or the Holders of Registrable Securities (for purposes of this Section 1.4, the “Required Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000an “S-3 Registration Request”), the Company will within twenty (20) days after receipt of any such requestshall: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders (an “S-3 Registration Notice”); and (b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 twenty (20) days after receipt of such written notice from the CompanyS-3 Registration Notice; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4: : (i) if Form S-3 is not available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000(net (net of any underwriters’ discounts or commissions); ) of less than $5,000,000; (iii) if the Company shall furnish to the Holders requesting a Registration Statement pursuant to this Section 1.4 a certificate signed by the President Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration Statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of S-3 Registration Request, provided that such right shall be exercised by the Holder or Holders under this Section 1.4; provided, however, Company not more than once in any twelve (12)-month period and provided further that the Company shall not utilize this right more register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than once a registration relating solely to the sale of securities of participants in any 12-month period; a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (iv) if the Company has, within the twelve (12-) month period preceding the date of such request, already effected filed two registrations (2) Registration Statements on Form S-3 for the Holders pursuant to this Section 1.4, and such Registration Statements have been declared or ordered effective and have remained effective for the time period required by Section 1.5(a)(i) below; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during such jurisdiction and except as may be required under the period ending 180 days after the effective date of a registration statement subject to Section 1.3Act. (c) If the Required Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2). (d) Subject to the foregoing, the Company shall file a registration statement Registration Statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Required Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively1.2.

Form S-3 Registration. In case the Company shall receive from 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 Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)Holders, the Company will within twenty (20) days after receipt of any such requestshall: (a) promptly (and in any event within fifteen (15) days after such written request is delivered) give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) use all commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 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 1.4: 2.3: (i) if Form S-3 is not available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($5,000,000(net of any underwriters’ discounts or commissions1,000,000); ; (iii) if within fifteen (15) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.3, the Company shall furnish gives notice to the such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental ’s intention 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 make a period of not more than 120 public offering within ninety (90) days after receipt of the such written request of the from such Holder or Holders under this Section 1.4Holders, other than pursuant to a Special Registration Statement; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective during such period; provided, howeverfurther, that such Holders were permitted to register such shares as requested to be registered pursuant to Section 2.2 hereof without reduction by the Company shall not utilize this right more than once in any 12-month period; underwriter thereof; (iv) if the Company has, within the twelve (12-) month period preceding the date of such written request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.42.3; 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 unless the Company is already qualified to do business or subject to service of process process, as applicable, in that jurisdiction; or (vi) during such jurisdiction and except as may be required by the period ending 180 days after the effective date of a registration statement subject to Section 1.3Securities Act. (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 1.4 2.3 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 Section 2.1. (d) Notwithstanding the foregoing obligations, if the Company furnishes to the Holder or 1.3Holders requesting a registration pursuant to this Section 2.3 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Board it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, respectivelybecause such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the request for registration on Form S-3 referred to in Section 2.3 is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a Special Registration Statement.

Form S-3 Registration. In case If the Company shall receive from any Holder or Holders receives a written request or requests from the Holders of at least 20% of the Registrable Securities (the “Initiating S-3 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 the Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)Holders, the Company will within twenty (20) days after receipt of any such requestwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) use all commercially reasonable efforts to effect, as soon as practicable, and in any event within sixty (60) days after the date such request is given, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 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 1.4: 2.4: (i) if Form S-3 is not available for such offering by the Holders; , or (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000(net of any underwriters’ discounts or commissions); 1,000,000, or (iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company shall furnish gives notice to the such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company’s intention to make a public offering within 90 days, it would be seriously detrimental other than pursuant to the Company and its stockholders for such Form S-3 a Special Registration to be effected at such timeStatement, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, provided that the Company shall not utilize this right more than once is actively employing in any 12-month period; good faith commercially reasonable efforts to cause such registration statement to become effective; (iv) if the Company has, within the 12-12 month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.42.4, provided that a registration shall not be deemed effected until it has been declared as such by the SEC; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3compliance. (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 1.4 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectivelySection 2.2.

Form S-3 Registration. In case the Company shall receive from any Holder or Holders VS Investor a written request or requests that the Company effect a registration on Form S-3 and (or any related qualification successor to Form S-3) or compliance any similar short-form registration statement with respect to all or a part of the Registrable Securities owned by such Holder Investor or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars Investors ($500,000a "Form S-3 Registration"), the Company will within twenty (20) days after receipt of any such requestwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other HoldersInvestors of Registrable Securities; and (b) use all commercially reasonable efforts to effect, as soon as practicable, prepare and file and use its reasonable best efforts to cause to become effective such registration and all such qualifications and compliances as may be so requested and statement as would permit or facilitate the sale and distribution from time to time, of all or such portion of such Holder’s Investor's or Holders’ Investors' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Investor or Holders Investors joining in such request as are specified in a written request given within 15 fifteen (15) days after receipt of such written notice from the Company, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (subject to any S-3 Suspension Period(s) referred to below); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, registrations pursuant to this Section 1.4: 5: (i) if Form S-3 is not available for such offering by the Holders; Investors; (ii) if the HoldersInvestors, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than two million dollars ($5,000,000(net of any underwriters’ discounts or commissions2,000,000); ; (iii) if within thirty (30) days of receipt of a written request from any Investor or Investors pursuant to this Section 5, the Company gives notice to such Investor or Investors of the Company's intention to make a public offering within ninety (90) days, other than pursuant to a registration statement on Forms S-4, S-8 or another form not available for registering the Registrable ▇▇▇▇▇▇▇ies for sale to the public; (iv) if the Company shall furnish to the Holders Investors a certificate signed by the President Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder Investor or Holders Investors under this Section 1.45; 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 (ivv) if the Company has, within the 12-month period preceding the date of such request, has already effected two (2) registrations on Form S-3 for the Holders Investors pursuant to this Section 1.4; (v) in any jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.35. (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 HoldersInvestors. Registrations effected pursuant to this Section 1.4 5 shall not be counted as demands a demand for registration or registrations effected pursuant to Sections 1.2 Section 2. Each Form S-3 Registration Statement shall specify the intended methods of distribution of the subject Registrable Securities, which in no event shall include underwritten offerings, whether on a firm commitment or 1.3best efforts basis. The Company use its reasonable efforts to cause the resale prospectus in such Form S-3 Registration to be supplemented by any required prospectus supplement (subject to any S-3 Suspension Period(s) referred to below) during the 180 day period following initial effectiveness; provided, respectivelyhowever, that with respect to Registrable Securities registered pursuant to such Form S-3 Registration Statement, each VS Investor agrees that it will not enter into any transaction for the sale of any Registrable Securities pursuant to such registration statement during the time after the furnishing of the Company's notice that the Company is preparing a supplement to such resale prospectus or Form S-3 Registration Statement and until the filing and effectiveness thereof. (d) The Company may, by notice in writing to each Investor, require Investors to suspend use of any resale prospectus included in a Form S-3 Registration for a reasonable time period (each such period, an "S-3 Suspension Period"), provided that all such suspensions shall not exceed one hundred twenty (120) days in the aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such continued use would require disclosure of a material financing, acquisition or other corporate transaction or development, and the Board of Directors of the Company determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Board of Directors of the Company determines in good faith that there is a valid business purpose or reason for suspending such continued use. In the event of each Suspension Period, the period of the Company's obligation to maintain the effectiveness of such Form S-3 Registration shall be extended for a period equal to the number of days elapsed during such S-3 Suspension Period. (e) Each Investor agrees that, upon receipt of notice from the Company of the commencement of an S-3 Suspension Period (an "S-3 Suspension Notice"), such Investor will forthwith discontinue any disposition of Registrable Securities pursuant to the Form S-3 Registration Statement or any public sale or distribution, including pursuant to Rule 144, until the earlier of (i) the expiration of the S-3 Suspension Period and (ii) such Investor's receipt of a notice from the Company to the effect that such suspension has terminated. If so directed by the Company, such Investor will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Investor's possession, of the most recent resale prospectus covering such Registrable Securities at the time of receipt of such S-3

Form S-3 Registration. In At any time from and after the first anniversary of the effective date of the registration statement for the Initial Offering, in case the Company shall receive from 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 Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)Holders, the Company will within twenty (20) days after receipt of any such requestwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) use all commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 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 1.4: 2.4: (i) if Form S-3 is not available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000(net of any underwriters’ discounts or commissions); 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 (90) days, other than pursuant to a Special Registration Statement; (iv) if the Company shall furnish to the Holders a certificate signed by the President Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 sixty (60) days after receipt of the request of the Holder or Holders under this Section 1.42.4; 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; ; (ivv) if the Company has, within the twelve (12-) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.42.4; or (vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3compliance. (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 1.4 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectivelySection 2.2. All 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 to be sold by each such Holder in any such registration.

Form S-3 Registration. In case the Company shall receive from any Holder or Holders of at least 100,000 shares 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 Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)Holders, the Company will within twenty (20) days after receipt of any such requestwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) use all commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s '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 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 1.4: 2.4: (i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders; , or (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000(net of any underwriters’ discounts or commissions); 3,000,000, or (iii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any 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 1.4; 2.4, or (viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3compliance. (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 All such Registration Expenses incurred in connection with registrations requested pursuant to this Section 1.4 2.4 after the first four (4) registrations shall not be counted as demands for registration or registrations effected pursuant paid by the selling Holders pro rata in proportion to Sections 1.2 or 1.3, respectivelythe number of shares sold by each.

Form S-3 Registration. In case the Company shall receive from any Holder or 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 Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)Holders, the Company will within twenty (20) days after receipt of any such requestwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) use all commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s '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 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 1.4: 2.4: (i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders; , or (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than seven hundred fifty thousand dollars ($5,000,000(net of any underwriters’ discounts or commissions750,000); , or (iii) 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 firm commitment underwritten public offering of its Common Stock within ninety (90) days; (iv) if the Company shall furnish to the Holders a certificate signed by the President Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.42.4; 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 (ivv) if the Company has, within the twelve (12-) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4; 2.4, or (vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3compliance. (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 1.4 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 2.2 or 1.32.3, respectively. All such Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 shall be paid by the Company.

Form S-3 Registration. In case the Company shall receive from any (a) Any Holder or Holders a written of not less than 10% of the Registrable Securities then outstanding (the “Form S-3 Initiating Holder(s)”) may request or requests in writing that the Company effect a registration on Form S-3 and any related qualification or compliance (“Form S-3 Registration Statement”) with respect to all or a part of the Registrable Securities owned by such Holder or Holders where (“Form S-3 Request”). The Form S-3 Request shall set forth the aggregate net proceeds from number of Registrable Securities owned by the sale of Form S-3 Initiating Holders to be included in the Form S-3 Registration Statement. In such Registrable Shares equals to at least five hundred United States dollars ($500,000)event, the Company will within twenty (20) days after receipt of any such requestwill: (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, registration (the “Form S-3 Notice”) to all other HoldersHolders of Registrable Securities; and (bii) as soon as reasonably practicable, file, and use all its commercially reasonable efforts to effectcause to be declared effective, as soon as practicable, such a registration and all such qualifications and compliances as may be so requested and as would permit or facilitate statement covering the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified by the Form S-3 Initiating Holder(s) in such requestthe Form S-3 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 received by the Company within 15 days after receipt of such written notice from the Company; provided, however, that Company has given the Form S-3 Notice. (b) The Company shall not be obligated to effect any such registration, qualification or compliance, registration pursuant to this Section 1.4: 2.4(a): (i) if Form S-3 is not available for such offering by the Holder or Holders; ; (ii) if the Holder or Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000(net of any underwriters’ discounts or commissions); 10,000,000; (iii) if the Company shall furnish to the Holders Form S-3 Initiating Holder(s) a certificate signed by the President Chief Executive Officer of the Company that it intends to engage in a registered public offering pursuant to Section 2.3 within 90 days following receipt of the Form S-3 Request; provided that the Company is actively employing in good faith all reasonable efforts to file and cause such registration statement to become effective; or (iv) if the Company shall furnish to the Form S-3 Initiating Holder(s) a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after following receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any 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 1.4Request; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3. (c) Subject If the Form S-3 Initiating Holder(s) intend to distribute the Registrable Securities covered by the Form S-3 Request by means of an underwritten offering, they shall so advise the Company in the Form S-3 Request, and the Company shall include such information in the Form S-3 Notice. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering to the extent provided herein. All Holders proposing to distribute their securities by means of such underwritten offering shall enter into an underwriting agreement in customary form with an underwriter or underwriters selected for such underwriting by the Form S-3 Initiating Holder(s) and acceptable to the Company. Notwithstanding any other provision of this Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of securities that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders; provided, however, that the number of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company and stockholders other than the Holders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (d) Notwithstanding the foregoing, the Company shall have the right, upon giving written notice to the Holders of the exercise of such right (“Black-Out Notice”) to suspend the effectiveness of a Form S-3 Registration Statement and to require each Holder not to sell any Registrable Securities pursuant to such Form S-3 Registration Statement for a reasonable period (as determined in good faith by the Company) from the date on which such Black-Out Notice is given (a “Black-Out Period”), if (i)(A) the Company is engaged in or proposes to engage in discussions or negotiations with respect to, or has proposed or taken a substantial step to commence, or there otherwise is pending, any merger, acquisition, other form of business combination, divestiture, tender offer, financing or other transaction, or there is an event or state of facts relating to the Company, in each case which is material to the Company (any such negotiation, step, event or state of facts being herein called a “Material Activity”), (B) in the good faith judgment of the Company, disclosure of such Material Activity would be necessary under applicable securities laws, and (C) such disclosure would, in the good faith judgment of the Company, be adverse to the interests of the Company, or (ii) the Company, in its good faith judgment, deems it necessary to file a registration statement covering post-effective amendment to the Registrable Securities and other securities so requested Form S-3 Registration Statement or to be registered as soon as practicable after receipt prepare a supplement to, or otherwise amend, the form of the request or requests of the Holdersprospectus contained therein. Registrations effected pursuant to this Section 1.4 The Black-Out Notice shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3contain any material, respectivelynonpublic information.

Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities holding at least thirty percent (30%) 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 Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)Holders, the Company will within twenty (20) days after receipt of any such requestwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) use all commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 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 1.4: 2.4: (i) if Form S-3 is not available for such offering by the Holders; , or (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an anticipated aggregate price to the public of less than ten million dollars ($5,000,000(net of any underwriters’ discounts or commissions10,000,000); ; (iii) if the Company shall furnish to the Holders a certificate signed by the President Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration registration to be effected at such time, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 120 sixty (60) days after receipt of the request of the Holder or Holders under this Section 1.4Initiating Holders; provided, however, that the Company shall may not utilize invoke this right more than once twice in any twelve (12-) month period for an aggregate of sixty (60) days for all such deferrals; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such sixty (60) day period; , other than pursuant to a Special Registration Statement, or (iv) if the Company has, within the twelve (12-) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4; 2.4 that have remained effective as provided hereunder, or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3compliance. (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 1.4 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectivelySection 2.2.

Form S-3 Registration. In case If the Company shall receive receives from any Holder New SAC, Silver Lake, TPG or Holders August a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder Shareholder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)Shareholders, the Company will within twenty (20) days after receipt of any such requestwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all the other HoldersRegistration Rights Holders who hold Registrable Securities; and (b) use all commercially reasonable efforts to effectas expeditiously as possible, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registration Rights Holder’s or Registration Rights Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Registration Rights Holder or Registration Rights Holders joining in such request as are specified in a written request given within 15 fourteen (14) 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 1.4: 3.3: (i) if Form S-3 (or any successor form) is not available for such offering by the Registration Rights Holders; or (ii) if the Registration Rights Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000(net of any underwriters’ discounts or commissions)500,000; or (iii) if the Company shall furnish to the Registration Rights Holders a certificate signed by the President chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be seriously detrimental to in the best interests of the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Registration Rights Holder or Registration Rights Holders under this Section 1.43.3; 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; or (iv) if the Company has, within the twelve (12-) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Registration Rights Holders pursuant to this Section 1.43.3; 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 unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during such jurisdiction and except as may be required by the period ending 180 days after the effective date of a registration statement subject to Section 1.3Securities Act. (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 expeditiously as practicable possible after receipt of the request or requests of the Registration Rights Holders. Registrations effected pursuant to this Section 1.4 3.3 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectivelySection 3.2. (d) The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.3.

Form S-3 Registration. In case After the Company has qualified for use of Form S-3, if the Company shall receive a written request from any Holder or Holders a written request or requests of more than 10% of the Registrable Securities then outstanding (the “S-3 Initiating Holders”) that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such S-3 Initiating Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)Holders, the Company will within twenty (20) days after receipt of any such requestwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) use all commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or S-3 Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 20 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.4: 2.4: (i) if Form S-3 is not available for such offering by the S-3 Initiating Holders; ; (ii) if the S-3 Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000(net of any underwriters’ discounts or commissions); 1,500,000; (iii) if within 30 days of receipt of a written request from any S-3 Initiating Holders pursuant to this Section 2.4, the Company gives notice to such S-3 Initiating Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to be filed and become effective; (iv) if the Company shall furnish to the S-3 Initiating Holders requesting a registration statement pursuant to this Section 2.4 a certificate signed by the Chairman of the Board (or if none, the President of the Company Company) stating that in the good faith 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 such filing of the Form S-3 registration statement for a period of not more than 120 90 days after receipt of the written request of the Holder or Holders under this Section 1.4Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any 12-12 month period; and provided, further, that the Company may not register any shares for its own account or for the account of others during such 90 day period; (ivv) if the Company has, within the 12-12 month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.42.4; (v) in any jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.or

Form S-3 Registration. In case the Company shall receive from any Holder or the Holders of Registrable Securities representing at least thirty percent (30%) of the voting power of the then outstanding Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)Holders, the Company will within twenty (20) days after receipt of any such requestshall: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 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 1.4: : (i) if Form S-3 is not available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000(net (net of any underwriters’ discounts or commissions); ) of less than $15,000,000; (iii) if the Company shall furnish to the all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the President Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.4; providedS-3 Initiating Holders, however, provided that such right 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 two (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 unless compliance; (vi) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145 of the Act), provided that the Company is already qualified actively employing in good faith all commercially reasonable efforts to do business or subject cause such registration statement to service of process in that jurisdictionbecome effective; or or (vivii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending 180 on a date ninety (90) days after following the effective date of a Company-initiated registration statement subject to Section 1.31.3 above, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective. (c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2). (d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectivelySection 1.2.

Form S-3 Registration. In case the Company shall receive from any Holder or Holders a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000), the Company will within twenty (20) days after receipt of any such request: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000(net of any underwriters’ ' discounts or commissions); (iii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any 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 jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 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. In case the Company shall receive from any Holder or the Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)Holders, the Company will within twenty (20) days after receipt of any such requestshall: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders including the Key Holders; and (b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders and/or Key Holders joining in such request as are specified in a written request given within 15 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 1.4: : (i) if Form S-3 is not available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000(net (net of any underwriters’ discounts or commissions); ) of less than $10,000,000; (iii) if the Company shall furnish to the all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the President Company’s Chief Executive Officer or Chairman of the Company Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.4; providedS-3 Initiating Holders, however, provided that such right shall be exercised by the Company not more than once in any twelve (12) month period and provided further that the Company shall not utilize this right more register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than once 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 12-month period; 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 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 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 unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3compliance. (c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2). (d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectivelySection 1.2.

Form S-3 Registration. In case the Company shall at any time after one year after the earlier to occur of the Initial Milestone Closing Date, the U.S. Milestone Closing Date or the EU Milestone Closing Date hereunder, receive from any Holder or Holders a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)Holders, the Company will within twenty (20) days after receipt of any such requestshall: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use all commercially reasonable efforts to effect, as soon as practicable, file a registration statement and effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s '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 specified, in a written request given within 15 business 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 1.46.6: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than Five Hundred Thousand Dollars ($5,000,000(net of any underwriters’ discounts or commissions500,000); (iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement Registration Statement for a period of not more than 120 60 days after receipt of the request of the Holder or Holders under this Section 1.46.6; provided, however, that the Company shall not utilize this right more than once in any 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 1.46.6; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 6.6 shall not be counted as demands for registration or purposes of the number of registrations effected pursuant to Sections 1.2 or 1.3, respectivelySection 6.2.

Form S-3 Registration. In case the Company shall receive from 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 Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)Holders, the Company will within twenty (20) days after receipt of any such requestwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) use all commercially reasonable efforts to effect, as soon as practicablepracticable (and in any event within 45 days after the date such request is given by the initiating Holders), effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 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 1.4: 2.4: (i) if Form S-3 is not available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million five hundred thousand dollars ($5,000,000(net of any underwriters’ discounts or commissions1,500,000); ; (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 (90) days, other than pursuant to a Special Registration Statement; (iv) if the Company shall furnish to the Holders a certificate signed by the President Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.42.4; provided, howeverthat such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period; provided, further, that the Company shall not utilize this right more register any securities for its own account or that of any other stockholder during such 120 day period, other than once in any 12-month period; a Special Registration Statement; (ivv) if the Company has, within the twelve (12-) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.42.4; or (vvi) 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 compliance, unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during such jurisdiction and except as may be required under the period ending 180 days after the effective date of a registration statement subject to Section 1.3Securities Act. (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 (and in any event within 45 days after the date such request is given by the initiating Holders). Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectivelySection 2.2.

Form S-3 Registration. In case the Company shall receive from any Holder or Holders of not less than 25% of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders where (or a lesser percent if the anticipated aggregate offering price, net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars (underwriting commissions and discounts, would exceed $500,00010,000,000), the Company will within twenty (20) days after receipt of any such requestwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use all commercially reasonable best efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000(net of any underwriters’ discounts or commissions)2,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration registration statement to be effected at such timefiled, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 120 90 days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right or the similar right set forth in Section 1.2(c) more than once in any 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 jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 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. In case (a) If the Company shall receive from any Holder or Holders a written request or requests that the Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)Holders, the Company will within twenty (20) days after receipt of any such requestwill: (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (bii) use all commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ the Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request by notice to the Company given within 15 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 1.4: 2.4: (i1) if Form S-3 is not available for such offering by the Holders; , or (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an anticipated aggregate price to the public of less than $5,000,000(net of any underwriters’ discounts or commissions); 1,000,000, or (iii3) if the Company shall furnish to the Holders a certificate signed by the President Chairman of the Company Board stating that in the good faith 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 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.42.4; 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 (iv4) if the Company has, within the twelve (12-) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4; (v) in any jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.32.4. (cb) 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 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3Section 2.2. If the initiating Holders intend to distribute Registrable Securities pursuant to an underwriting, respectivelythey shall so advise the Company in the demand pursuant to Section 2.2(b). (c) After the Company’s Initial Public Offering, the Company will use commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.

Form S-3 Registration. In case If the Company shall receive receives from any Holder New SAC, Silver Lake, TPG or Holders August a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder Stockholder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)Stockholders, the Company will within twenty (20) days after receipt of any such requestwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all the other HoldersRegistration Rights Holders who hold Registrable Securities; and (b) use all commercially reasonable efforts to effectas expeditiously as possible, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registration Rights Holder’s 's or Registration Rights Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Registration Rights Holder or Registration Rights Holders joining in such request as are specified in a written request given within 15 fourteen (14) 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 1.4: 3.3: (i) if Form S-3 (or any successor form) is not available for such offering by the Registration Rights Holders; or (ii) if the Registration Rights Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000(net of any underwriters’ discounts or commissions)500,000; or (iii) if the Company shall furnish to the Registration Rights Holders a certificate signed by the President chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be seriously detrimental to in the best interests of the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Registration Rights Holder or Registration Rights Holders under this Section 1.43.3; 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; or (iv) if the Company has, within the twelve (12-) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Registration Rights Holders pursuant to this Section 1.43.3; 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 unless the Company is already qualified to do business or subject to service of process in that jurisdictionsuch jurisdiction and except as may be required by the Securities Act; or or (vi) during if with respect thereto the period ending 180 days after managing underwriter, the effective date SEC, the Securities Act, or the form on which the registration statement is to be filed, would require the conduct of a Special Audit, in which case the Company shall have the right to defer the filing of the Form S-3 registration statement subject until the completion of such Special Audit (and the Company shall, upon the request of New SAC, TPG, Silver Lake or August, as the case may be, use its reasonable best efforts to Section 1.3cause such Special Audit to be completed expeditiously and without unreasonable delay). (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 expeditiously as practicable possible after receipt of the request or requests of the Registration Rights Holders. Registrations effected pursuant to this Section 1.4 3.3 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectivelySection 3.2. (d) The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.3.

Form S-3 Registration. In case the Company shall receive from any Holder or Holders proposing to sell Registrable Securities and such other securities (if any) a written request or requests that the Company effect a any registration on Form S-3 and or any related qualification or compliance similar short form registration statement with respect to all or a part of the Registrable Securities owned (such request shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000Holders), the Company will within twenty (20) days after receipt of any such requestwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000(net of any underwriters’ discounts or commissions)1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration registration statement to be effected at such timefiled, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 120 100 days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right or the similar right set forth in Section 1.2(c) more than once in any 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 jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 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. In case the Company Borrower shall receive from any Holder or Warrant Holders constituting a Specified Percentage thereof a written request or requests that the Company Borrower effect a registration on Form S-3 (or any similar successor form) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)holders, the Company will within twenty (20) days after receipt of any such requestBorrower will: (a1) promptly Promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b2) use all commercially reasonable efforts to effect, as As soon as practicable, use its best efforts to effect such registration and all such qualifications and compliances as may be so requested requetested and as would permit or facilitate faciliatate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Warrant Holders joining in such request as are specified in a written request given within 15 fifteen (15) days after receipt of such written notice from the CompanyBorrower; provided, however, that the Company Borrower shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4: 16.10(b): (i) if the Borrower is not qualified as a registrant entitled to use Form S-3 is not available for such offering by (or the Holdersapplicable successor form); (ii) if the Holders, together with the holders holder of any other securities of the Company Borrower entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than One Million Dollars ($5,000,000(net of any underwriters’ discounts or commissions1,000,000); (iii) if the Company Borrower shall furnish to the Holders Holder a certificate signed by the President of the Company Borrower stating that in the good faith judgment judgement of the Board board of Directors of the CompanyBorrower, it would be seriously detrimental to the Company Borrower and its stockholders shareholders for such Form S-3 Registration registration to be effected at such time, in which event the Company Borrower shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.416.10(b); provided, however, that the Company Borrower shall not utilize this right more than once in any 12twelve-month period; (iv) if the Company Borrower has, within the 12six-month period preceding the date of such request, already effected two registrations one (1) registration on Form S-3 for (or applicable successor form) at the Holders pursuant to this Section 1.4request of the Holders, which registration has been declared effective; or (v) in any particular jurisdiction in which the Company Borrower would be required to qualify to do business or to execute a general consent to service of process in effecting effect in such registration, qualification or compliance unless the Company is already qualified compliance. The Borrower shall not be required to do business or subject to service of process in that jurisdiction; or effect more than two (vi2) during the period ending 180 days after the effective date of a registration statement subject to registrations under this Section 1.316.10(b). (c3) Subject to the foregoing, the Company Borrower shall file and use its best efforts to bring effective 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 The Warrant Holders rights under this Section 16.10 shall terminate when their shares can be sold under Rule 144. (4) The provisions of subparagraphs (3), (4), (5), (6), (7), (8) and (9) of paragraph (a) of this Section 16.10 shall likewise be applicable to 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, respectivelyparagraph (b).

Form S-3 Registration. In case the Company shall receive from any Holder or 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 Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)Holders, the Company will within twenty (20) days after receipt of any such requestwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) use all commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s '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 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 1.4: 2.4: (i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders; , or (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than seven hundred fifty thousand dollars ($5,000,000(net of any underwriters’ discounts or commissions750,000); , or (iii) 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 firm commitment underwritten public offering of its Common Stock within ninety (90) days; (iv) if the Company shall furnish to the Holders a certificate signed by the President Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.42.4; 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 (ivv) if the Company has, within the twelve (12-) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4; 2.4, or (vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3compliance. (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 1.4 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 2.2 or 1.32.3, respectively. All such Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 shall be paid by the Company.

Form S-3 Registration. In case the Company shall at any time after [REDACTED] after the earlier to occur of the Initial Milestone Closing Date, the U.S. Milestone Closing Date or the EU Milestone Closing Date hereunder, receive from any Holder or Holders a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)Holders, the Company will within twenty (20) days after receipt of any such requestshall: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use all commercially reasonable efforts to effect, as soon as practicable, file a registration statement and effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s '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 specified, in a written request given within 15 business 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 1.46.6: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than Five Hundred Thousand Dollars ($5,000,000(net of any underwriters’ discounts or commissions500,000); (iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement Registration Statement for a period of not more than 120 60 days after receipt of the request of the Holder or Holders under this Section 1.46.6; provided, C-23 95 however, that the Company shall not utilize this right more than once in any 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 1.46.6; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 6.6 shall not be counted as demands for registration or purposes of the number of registrations effected pursuant to Sections 1.2 or 1.3, respectivelySection 6.2.

Form S-3 Registration. In case the Company shall receive from 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 Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)Holders, the Company will within twenty (20) days after receipt of any such requestwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) use all commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 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 1.4: 2.4: (i) if Form S-3 is not available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($5,000,000(net of any underwriters’ discounts or commissions1,000,000); ; (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 good faith intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement provided that such Holders were permitted to register such shares as requested to be registered pursuant to Section 2.3 hereof without reduction by the underwriter thereof and provided further that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (iv) if the Company shall furnish to the Holders a certificate signed by the President Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.42.4; provided, however, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period and provided further that the Company shall not utilize this right more register securities for the account of itself or any other stockholder during such 90 day period other than once in any 12-month period; pursuant to a Special Registration Statement; (ivv) if the Company has, within the twelve (12-) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4; 2.4, or (vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3compliance. (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 1.4 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectivelySection 2.2.

Form S-3 Registration. In case the Company shall receive receive, at any time after 12 months after the closing of the IPO, from any Holder or Holders of Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)Holders, the Company will within twenty (20) days after receipt of any such requestwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use all commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request (collectively, the “Requesting Holders”) as are specified in a written request given within 15 fifteen (15) days after receipt of such written notice from by the CompanyCompany in accordance with Section 4.5; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.42.3: (i1) if Form S-3 is not then available for such offering by the Holders; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, collectively propose to sell Registrable Securities and such other securities (if any) (A) at an aggregate price to the public of less than $5,000,000(net 15,000,000 or (B) if the Requesting Holders collectively hold less than an aggregate amount of any underwriters’ discounts or commissions)$15,000,000 in Registrable Securities, at an aggregate price to the public of less than the aggregate amount of Registrable Securities then held by such Requesting Holders; (iii3) if the Company shall furnish to the Holders a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, 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 120 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.42.3; provided, however, that 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 stockholder during such one hundred twenty (120) day period (other than a registration relating to an employee benefit plan or transaction to which Rule 145 is applicable, a Registration Statement on Form ▇-month period▇, ▇-▇ or any successor form thereto or on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); or (iv4) if the Company has, within the 12-month period preceding the date of such request, has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4; 2.3 during any one (v1) in any jurisdiction in which the Company would be required to qualify to do business calendar year and such registrations have been declared or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3ordered effective. (c) Subject If the Initiating Holders intend to the foregoing, the Company shall file a registration statement covering distribute the Registrable Securities and other securities covered by their request by means of an underwriting, they shall so requested to be registered advise the Company as soon as practicable after receipt part of the their request or requests of the Holders. Registrations effected made pursuant to this Section 1.4 2.3 and the Company shall not include such information in the written notice referred to in Section 2.3(a). The underwriter will be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.selected by the mutual agreement of a majority in interest of the Initiating Holders and the

Form S-3 Registration. In case the Company shall receive from any Holder or the Holders of at least twenty percent (20%) (subject to the Regulatory Voting Restriction) of the Registrable Securities (for purposes of this Section 2.3, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)Holders, the Company will within twenty (20) days after receipt of any such requestshall: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use all its commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 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 1.4: 2.3: (i) if Form S-3 is not available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000(net (net of any underwriters’ discounts or commissions); ) of less than $1,000,000; (iii) if the Company shall furnish to the all Holders requesting a registration statement pursuant to this Section 2.3 a certificate signed by the President Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.4S-3 Initiating Holders; provided, however, provided that such right 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 1.4; 2.3; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless compliance; (vi) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within ninety (90) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is already qualified actively employing in good faith its commercially reasonable efforts to do business or subject cause such registration statement to service of process in that jurisdictionbecome effective; or or (vivii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending 180 on a date ninety (90) days after following the effective date of a Company-initiated registration statement subject to Section 1.32.2 of this Agreement, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective. (c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the written notice referred to in Section 2.3(a). The provisions of Section 2.1(b) of this Agreement shall be applicable to such request (with the substitution of Section 2.3 for references to Section 2.1). (d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.3 shall not be counted as demands requests for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectivelySection 2.1 of this Agreement.

Form S-3 Registration. In case If the Company is eligible to use Form S-3 under the Securities Act (or any similar successor form) and shall receive from any Holder or Holders a Purchaser and/or its permitted transferees (the "S-3 Initiating Holders") a written request or requests that the Company effect a registration on such Form S-3 S-3, including without limitation, pursuant to Rule 415 of the Securities Act and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by the S-3 Initiating Holders and its permitted transferees (provided, that the S-3 Initiating Holders registering Registrable Securities in such Holder or Holders where registration (together with all other holders of Registrable Securities to be included in such registration) propose to sell their Registrable Securities at an aggregate price (calculated based upon the aggregate net proceeds from Market Price of the sale Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Shares equals Securities) to at least five hundred United States dollars (the public of no less than the lesser of $500,000500,000 or the remaining Registrable Securities), the Company will within twenty shall (20) days after receipt of any such request: (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holdersholders of Registrable Securities; and and (bii) use all commercially reasonable efforts to effect, as soon as practicable, use reasonable best efforts to file and effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ the Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders holder in the group of holders joining in such request as are is specified in a written request given within 15 fifteen (15) days after the holder's receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect . No registration requested by any such registration, qualification or compliance, pursuant to this Section 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000(net of any underwriters’ discounts or commissions); (iii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any 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 Initiating Holders pursuant to this Section 1.4; (v) in any jurisdiction in which the Company would 1.3 shall be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of deemed a registration statement subject pursuant to Section 1.31.1. (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. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a the registration on Form S-3 under the Securities Act, and any related qualification or compliance with respect to to, all or a part of the Registrable Securities owned by such Holder or Holders where by the aggregate net proceeds from filing with the sale SEC of a registration statement on Form S-3 covering such Registrable Shares equals to at least five hundred United States dollars ($500,000)Securities, the Company will within twenty (20) days after receipt of any such requestwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) use all commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s '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 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 1.47.4: (i) if Form S-3 under the Securities Act is not available for such offering by the Holders; , (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000(net of any underwriters’ discounts or commissions); 500,000, (iii) if the Company shall furnish to the Holders a certificate signed by the President Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.4; provided7.4, however, that the Company shall not utilize this right more than once in any 12-month period; (iv) if the Company has, within the 12-month period preceding the date of such request, has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4; 7.4, 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 unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3compliance. (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 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. In case After its initial public offering, the Company shall use its commercially reasonable efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 2.3 and subject to the conditions set forth in this Section 2.3, if the Company shall receive from any Holder or the Holders of at least thirty percent (30%) of the Registrable Securities (for purposes of this Section 2.3, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)Holders, the Company will within twenty (20) days after receipt of any such requestshall: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use all its commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 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 1.4: 2.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000(net (net of any underwriters’ discounts or commissions); ) of less than $2,000,000; (iiiii) if the Company shall furnish to the all Holders requesting a registration statement pursuant to this Section 2.3 a certificate signed by the President Company’s Chief Executive Officer or Chairman of the Company Board of Directors stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.4S-3 Initiating Holders; provided, however, provided that such right shall be exercised by the Company not more than once in any twelve (12) month period; and provided further that the Company shall not utilize this right more register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than once 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 12-month period; 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); (iviii) 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 1.4; 2.3; (viv) 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 compliance; (v) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is already qualified actively employing in good faith its commercially reasonable efforts to do business or subject cause such registration statement to service of process in that jurisdictionbecome effective; or or (vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending 180 on a date ninety (90) days after following the effective date of a Company-initiated registration statement subject to Section 1.32.2 of this Agreement, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective. (c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the written notice referred to in Section 2.3(a). The provisions of Section 2.1(b) of this Agreement shall be applicable to such request (with the substitution of Section 2.3 for references to Section 2.1). (d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.3 shall not be counted as demands requests for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectivelySection 2.1 of this Agreement.

Form S-3 Registration. In case the Company shall receive from (a) Any Requesting Holder (an "INITIATING FORM S-3 HOLDER") may request at any Holder or Holders a written request or requests time that the Company effect file a registration Registration Statement under the Securities Act on Form S-3 and any related qualification (or compliance with respect to all similar or a part of the Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from successor form) covering the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000), the Company will within twenty (20) days after receipt of any such request: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such any portion of the Registrable Securities held by such Initiating Form S-3 Holder pursuant to Rule 415 (or any similar provision then in force) under the Securities Act ("FORM S-3 DEMAND") if (i) the reasonably anticipated aggregate gross proceeds would equal or exceed $1,000,000, (ii) the Company is a registrant qualified to use Form S-3 (or any similar or successor form) to register such Registrable Securities and (iii) the plan of any distribution of the Registrable Securities is other Holder or Holders joining in than pursuant to an underwritten public offering. If such request as conditions are specified in a written request given within 15 days after receipt of such written notice from the Company; providedmet, however, that the Company shall not be obligated use its commercially reasonable efforts to effect any such registration, qualification or compliance, pursuant to this Section 1.4: (i) if register under the Securities Act on Form S-3 (or any similar or successor form) at the earliest practicable date, for sale in accordance with the method of disposition specified in the Form S-3 Demand, the number of Registrable Securities specified in such Form S-3 Demand. In connection with a Form S-3 Demand, the Company agrees to include in the prospectus included in any Registration Statement on Form S-3, such material describing the Company and intended to facilitate the sale of securities being so registered as is not available reasonably requested for such offering inclusion therein by the Holders; (ii) if Initiating Form S-3 Holder, whether or not the Holdersrules applicable to preparation of Form S-3 require the inclusion of such information. Notwithstanding the foregoing, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000(net of any underwriters’ discounts or commissions); (iii) if the Company shall furnish to the Holders Initiating Form S-3 Holder a certificate signed by the President Chief Executive Officer and Chief Financial Officer of the Company stating that in the good faith judgment opinion 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 timea Valid Business Reason exists, in which event the Company shall have the right to delay or defer the taking action with respect to such filing of the Form S-3 registration statement for a period of not more than 120 sixty (60) days after receipt of the request of the Holder or Holders under this Section 1.4Form S-3 Demand; provided, however, that such right to delay or defer a Form S-3 Demand 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 shall only have the 12-month period preceding the date of such request, already effected two registrations on right to delay a Form S-3 for the Holders pursuant to this Section 1.4; (v) in any jurisdiction in which Demand so long as such Valid Business Reason exists, and during such time the Company would may not file a Registration Statement for securities to be required to qualify to do business issued and sold for its own account or to execute a general consent to service for that of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3any other Holders. (cb) Subject Form S-3 Demands will not be deemed to be Demand Requests as described in Section 1.2 hereof and Holders shall have the right to request five (5) Form S-3 Demands. Notwithstanding the foregoing, the Company shall not be obligated to file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected more than one (1) Registration Statement on Form S-3 pursuant to this Section 1.4 in any given three (3) month period; provided, further, that the Company shall not be counted as demands for required to effect a registration or registrations effected pursuant to Sections 1.2 this Section 1.4 if it is requested within 120 days of the effective date of the most recent registration pursuant to this Article 1 in which securities held by the requesting Holder could have been included for sale or 1.3distribution. Kimco Realty Services, respectivelyInc., its Affiliates, and its transferees and assigns shall have up to three (3) Form S-3 Demands. Third Avenue Trust, on behalf of the Third Avenue Real Estate Fund Series, its Affiliates and its transferees and assigns shall have one (1) Form S-3 Demand. Cypress Merchant Banking Partners LP, Cypress Garden LTD., their respective Affiliates and their respective transferees and assigns shall collectively have one (1) Form S-3 Demand.

Form S-3 Registration. In case the Company shall receive from 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 Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)Holders, the Company will within twenty (20) days after receipt of any such requestwill: (aA) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (bB) use all commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s '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 fifteen (15) days after receipt of such written notice from the Company; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.4: 2.3: (iI) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders; , or (iiII) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than seven hundred fifty thousand dollars ($5,000,000(net 750,000), or (III) if within thirty (30) days of receipt of a written request from any underwriters’ discounts Holder or commissions); 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 (iii90) days, or (IV) if the Company shall furnish to the Holders a certificate signed by the President Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.42.3; provided, howeverPROVIDED, 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 (ivV) if the Company has, within the 12-month period preceding the date of such request, has already effected two three (3) registrations on Form S-3 for the Holders pursuant to this Section 1.4; 2.3, or (vVI) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3compliance. (cC) 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 2.3 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 2.1 or 1.32.2, respectively.

Form S-3 Registration. In case the Company shall receive from any Holder or Holders a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000), the Company will within twenty (20) days after receipt of any such request: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000(net 5,000,000 (net of any underwriters’ discounts or commissions); (iii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any 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 jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 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. In case the Company shall receive from any Holder or Holders VS Investor a written request or requests that the Company effect a registration on Form S-3 and (or any related qualification successor to Form S-3) or compliance any similar short-form registration statement with respect to all or a part of the Registrable Securities owned by such Holder Investor or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars Investors ($500,000a "Form S-3 Registration"), the Company will within twenty (20) days after receipt of any such requestwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other HoldersInvestors of Registrable Securities; and (b) use all commercially reasonable efforts to effect, as soon as practicable, prepare and file and use its reasonable best efforts to cause to become effective such registration and all such qualifications and compliances as may be so requested and statement as would permit or facilitate the sale and distribution from time to time, of all or such portion of such Holder’s Investor's or Holders’ Investors' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Investor or Holders Investors joining in such request as are specified in a written request given within 15 fifteen (15) days after receipt of such written notice from the Company, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (subject to any S-3 Suspension Period(s) referred to below); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, registrations pursuant to this Section 1.4: 5: (i) if Form S-3 is not available for such offering by the Holders; Investors; (ii) if the HoldersInvestors, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than two million dollars ($5,000,000(net of any underwriters’ discounts or commissions2,000,000); ; (iii) if within thirty (30) days of receipt of a written request from any Investor or Investors pursuant to this Section 5, the Company gives notice to such Investor or Investors of the Company's intention to make a public offering within ninety (90) days, other than pursuant to a registration statement on Forms S-4, S-8 or another form not available for registering the Registrabl▇ ▇▇▇▇▇▇ties for sale to the public; (iv) if the Company shall furnish to the Holders Investors a certificate signed by the President Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder Investor or Holders Investors under this Section 1.45; 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 (ivv) if the Company has, within the 12-month period preceding the date of such request, has already effected two (2) registrations on Form S-3 for the Holders Investors pursuant to this Section 1.4; (v) in any jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.35. (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 HoldersInvestors. Registrations effected pursuant to this Section 1.4 5 shall not be counted as demands a demand for registration or registrations effected pursuant to Sections 1.2 Section 2. Each Form S-3 Registration Statement shall specify the intended methods of distribution of the subject Registrable Securities, which in no event shall include underwritten offerings, whether on a firm commitment or 1.3best efforts basis. The Company use its reasonable efforts to cause the resale prospectus in such Form S-3 Registration to be supplemented by any required prospectus supplement (subject to any S-3 Suspension Period(s) referred to below) during the 180 day period following initial effectiveness; provided, respectivelyhowever, that with respect to Registrable Securities registered pursuant to such Form S-3 Registration Statement, each VS Investor agrees that it will not enter into any transaction for the sale of any Registrable Securities pursuant to such registration statement during the time after the furnishing of the Company's notice that the Company is preparing a supplement to such resale prospectus or Form S-3 Registration Statement and until the filing and effectiveness thereof. (d) The Company may, by notice in writing to each Investor, require Investors to suspend use of any resale prospectus included in a Form S-3 Registration for a reasonable time period (each such period, an "S-3 Suspension Period"), provided that all such suspensions shall not exceed one hundred twenty (120) days in the aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such continued use would require disclosure of a material financing, acquisition or other corporate transaction or development, and the Board of Directors of the Company determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Board of Directors of the Company determines in good faith that there is a valid business purpose or reason for suspending such continued use. In the event of each Suspension Period, the period of the Company's obligation to maintain the effectiveness of such Form S-3 Registration shall be extended for a period equal to the number of days elapsed during such S-3 Suspension Period. (e) Each Investor agrees that, upon receipt of notice from the Company of the commencement of an S-3 Suspension Period (an "S-3 Suspension Notice"), such Investor will forthwith discontinue any disposition of Registrable Securities pursuant to the Form S-3 Registration Statement or any public sale or distribution, including pursuant to Rule 144, until the earlier of (i) the expiration of the S-3 Suspension Period and (ii) such Investor's receipt of a notice from the Company to the effect that such suspension has terminated. If so directed by the Company, such Investor will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Investor's possession, of the most recent resale prospectus covering such Registrable Securities at the time of receipt of such S-3

Form S-3 Registration. In case If the Company is eligible to use Form S-3 under the Securities Act (or any similar successor form) and shall receive from any Holder or Holders a Purchaser and its permitted transferees (the "S-3 Initiating Holders") a written request or requests that the Company effect a registration on such Form S-3 S-3, including without limitation, pursuant to Rule 415 of the Securities Act and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by the S-3 Initiating Holders and its permitted transferees (provided, that the S-3 Initiating Holders registering Registrable Securities in such Holder or Holders where registration (together with all other holders of Registrable Securities to be included in such registration) propose to sell their Registrable Securities at an aggregate price (calculated based upon the aggregate net proceeds from Market Price of the sale Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Shares equals Securities) to at least five hundred United States dollars (the public of no less than the lesser of $500,000500,000 or the remaining Registrable Securities), the Company will within twenty shall (20) days after receipt of any such request: (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holdersholders of Registrable Securities; and and (bii) use all commercially reasonable efforts to effect, as soon as practicable, use reasonable best efforts to file and effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ the Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders holder in the group of holders joining in such request as are is specified in a written request given within 15 fifteen (15) days after the holder's receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect . No registration requested by any such registration, qualification or compliance, pursuant to this Section 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000(net of any underwriters’ discounts or commissions); (iii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any 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 Initiating Holders pursuant to this Section 1.4; (v) in any jurisdiction in which the Company would 1.3 shall be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of deemed a registration statement subject pursuant to Section 1.31.1. (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. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000an “S-3 Request”), the Company will within twenty (20) days after receipt of any such requestwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) within thirty (30) days of receipt of the S-3 Request, file a registration statement and use all its commercially reasonable efforts to effect, as soon as practicable, cause such registration statement to become effective within forty-five (45) days after filing and effect all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 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 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000(net of any underwriters’ discounts or commissions)500,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the 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 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any 12-month period; (iv) if the Company has, within the 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 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 unless the Company is already qualified to do business or subject to service of process in that jurisdictioncompliance; or (vi) during the period ending 180 one hundred eighty (180) days after the effective date of a registration statement in the case of the Company’s initial public offering or ninety (90) days after the effective date of a registration in connection with any subsequent public offering (excluding registrations in connection with employee benefit plans or Rule 145 transactions), subject to Section 1.3. (c) 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. In case If the Company shall receive receives from any Holder one or more Registration Rights Holders a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Registration Rights Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)Registration Rights Holders, the Company will within twenty (20) days after receipt of any such requestwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all the other HoldersRegistration Rights Holders who hold Registrable Securities; and (b) use all commercially reasonable efforts to effectas expeditiously as possible, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registration Rights Holder’s 's or Registration Rights Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Registration Rights Holder or Registration Rights Holders joining in such request as are specified in a written request given within 15 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 1.4: 3.3: (i) if Form S-3 (or any successor form) is not available for such offering by the Registration Rights Holders; or (ii) if the Registration Rights Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000(net of any underwriters’ discounts or commissions)500,000; or (iii) if the Company shall furnish to the Registration Rights Holders a certificate signed by the President chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be seriously detrimental to in the best interests of the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Registration Rights Holder or Registration Rights Holders under this Section 1.43.3; 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; or (iv) if the Company has, within the twelve (12-) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Registration Rights Holders pursuant to this Section 1.43.3; 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 unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during such jurisdiction and except as may be required by the period ending 180 days after the effective date of a registration statement subject to Section 1.3Securities Act. (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 expeditiously as practicable possible after receipt of the request or requests of the Registration Rights Holders. Registrations effected pursuant to this Section 1.4 3.3 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectivelySection 3.2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.3.

Form S-3 Registration. In case the Company shall receive from any Holder or Holders of at least five percent (5%) of the Registrable Securities then outstanding, a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)Holders, the Company will within twenty (20) days after receipt of any such requestuse its commercially reasonable efforts to: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; andHolders of Registrable Securities; (b) use all commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 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 1.4: 2.4: (i) if Form S-3 is not available for such offering by the Holders; , or (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($5,000,000(net of any underwriters’ discounts or commissions1,000,000); , or (iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company 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 (iv) if the Company shall furnish to the Holders a certificate signed by the President Chairman of the Company Board stating that in the good faith 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 120 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.42.4; 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 jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3.and (c) Subject 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 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4, respectivelyother than underwriting discounts and commissions, shall be paid by the Company, including the expense of one (1) special counsel of the selling stockholders.

Form S-3 Registration. In case (a) Request for a Form S-3 Registration. Upon the Company becoming eligible for use of Form S-3 (or any successor form thereto) under the Securities Act in connection with a public offering of its securities, in the event that the Company shall receive from any Holder one or Holders more of the General Atlantic Stockholders (the “S-3 Initiating Holders”), a written request or requests that the Company effect a registration register, under the Securities Act on Form S-3 and (or any related qualification or compliance with respect to successor form then in effect) (an “S-3 Registration”), all or a part portion of the Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)S-3 Initiating Holders, the Company will within twenty (20) days after receipt of any such request: (a) promptly shall give written notice of such request to all of the Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) at least 10 days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed registration and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request in writing to the Company, given within 5 days after their receipt from the Company of the written notice of such registration. If requested by the S-3 Initiating Holders, such S-3 Registration shall be for an offering on a continuous basis pursuant to Rule 415 under the Securities Act. With respect to each S-3 Registration, the Company shall, subject to Section 5(b), (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and any related qualification or compliance, to all other Holders; and (bii) use all commercially its reasonable best efforts to effect, (x) cause such registration pursuant to this Section 5(a) to become and remain effective as soon as practicable, such registration but in any event not later than 45 days after it receives a request therefor and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified (y) include in such request, together with all or such portion of offering the Registrable Securities of any the Designated Holders (other Holder or than S-3 Initiating 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 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at which have requested an aggregate price to the public of less than $5,000,000(net of any underwriters’ discounts or commissions); (iii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that 5(a)) who have requested in writing to participate in such registration on the Company shall not utilize this right more than once in any 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 jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3. (c) Subject to the foregoing, the Company shall file a registration statement covering same terms and conditions as 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, respectivelyS-3 Initiating Holders included therein.

Form S-3 Registration. (a) In case case, after the first anniversary of the Effective Date, the Company shall receive from any Holder or Holders Holder(s) of Registrable Securities representing at least ten percent (10%) of the Common Stock then outstanding a written request or requests 5 6 that the Company effect a registration on Form S-3 and any related qualification qualifications or compliance with respect to any or all or a part of the such Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000Holder(s), the Company will within twenty shall (20) days after receipt of any such request: (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and Holders of Registrable Securities in the manner provided in Section 19, and (bii) use all commercially reasonable efforts to effect, as soon as practicable, and, subject to the further provisions of this Section 4, in any event within 90 days of the initial request, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ the Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given in the manner provided in Section 19 within 15 days after receipt mailing of such written notice from by the Company; provided, however, that the . (b) The Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.4: 4 if (i) if Form S-3 is not available for such offering by the Holders; requesting Holder(s) or (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (securities, if any) , at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $5,000,000(net of any underwriters’ discounts or commissions); (iii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any 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 jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.35,000,000. (c) Subject to the foregoing, the The Company shall file not be obligated to effect more than a total of two registrations pursuant to this Section 4 and shall not be obligated to effect more than one registration statement covering in any twelve-month period pursuant to this Section 4, Section 2 and Section 3 (provided, with respect to registrations under Section 3, that the Holder was able to dispose of at least 80% of the Registrable Securities and other securities so it requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations registered). (d) A registration effected pursuant to this Section 1.4 4 shall not be counted as demands for a demand registration or registrations effected pursuant to Sections 1.2 or 1.3, respectivelySection 2.

Form S-3 Registration. In case 6.1 REQUEST FOR A FORM S-3 REGISTRATION. At any time after the date hereof that the Shelf Registration Statement is not effective, in the event that the Company shall receive from any Holder one or Holders more Investors (the "S-3 INITIATING HOLDERS") a written request or requests that the Company effect a registration register, under the Securities Act on Form S-3 and (or any related qualification or compliance with respect to successor form then in effect) (an "S-3 REGISTRATION"), all or a part portion of the Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)S-3 Initiating Holders, the Company will within twenty (20) days after receipt of any such request: (a) promptly shall give written notice of such request to all of the Designated Holders (other than the S-3 Initiating Holders who have requested an S-3 Registration under this Section 6.1) as far in advance as practicable (but not less than ten (10) Business Days) before the anticipated filing date of such Form S-3, and such notice shall describe the proposed registration and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request in writing to the Company, given within ten (10) days after their receipt from the Company of the written notice of such registration. If requested by the S-3 Initiating Holders such S-3 Registration shall be for an offering on a continuous basis pursuant to Rule 415, under the Securities Act. With respect to each S-3 Registration, the Company shall, subject to Section 6.2, (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and any related qualification or compliance, the Designated Holders who have requested in writing to all other Holders; and participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein and (bii) use all commercially its reasonable best efforts to effect, cause such registration pursuant to this Section 6.1 to become and remain effective as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified but in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 event not later than forty-five (45) days after receipt of such written notice from it receives a request therefor. The Company's obligations in this Article VI with respect to each requested S-3 Registration are subject to the Company; provided, however, conditions that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an reasonably anticipated aggregate price to the public of less than $5,000,000(net of any underwriters’ discounts or commissions); (iii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that Registrable Securities requested for inclusion in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder equal or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any 12-month period; exceed $1,000,000 and (ivii) 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 jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified a registrant entitled to do business use Form S-3 or subject a successor thereto to service of process in that jurisdiction; or (vi) during register the period ending 180 days after the effective date of a registration statement subject to Section 1.3securities. (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. In case the Company shall receive from any Holder or Holders of at least 15% 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 Registrable Securities owned by such Holder or Holders where the aggregate net proceeds from the sale of such Registrable Shares equals to at least five hundred United States dollars ($500,000)Holders, the Company will within twenty (20) days after receipt of any such requestwill: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) use all commercially reasonable efforts to effect, as soon as reasonably practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 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 1.4: 2.3: (i) if Form S-3 is not available for such offering by the Holders; ; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000(net of 1,000,000 (calculated prior to any underwriters’ discounts or commissionsreduction by an underwriter pursuant to Section 2.1(b); ); (iii) if within 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 good faith intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement; provided that such Holders were permitted to register such shares as requested to be registered pursuant to Section 2.2 hereof without reduction by the underwriter thereof; (iv) if the Company shall furnish to the Holders a certificate signed by the President an executive officer of the Company stating that that, in the good faith judgment of the Board of Directors of the Company, it would be seriously 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 120 180 days after receipt of the request of the Holder or Holders under this Section 1.42.3; provided, however, provided that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any 12-month period; or (ivv) 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 1.42.3 and such registrations have been declared or ordered effective; (v) in any jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3.and (c) Subject 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 2.3 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectivelySection 2.1.