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, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 3.3: (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 $2,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board, 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 ninety (90) days after receipt of the request of the Holder or Holders under this Section 3.3; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for any Holders pursuant to this Section 3.3; (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; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.2. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.3 shall not be counted as demands for registration or registrations effected pursuant to Section 3.1.

Form S-3 Registration. In case If the Company shall receive from any Holder one or more Holders a written request or requests that the Company effect a registration on Form S-3 and any related blue sky or similar qualification or compliance with respect to all at least 25% (or a part lesser percentage if the requirements of Section 1.5(b)(i) are met) of the Registrable Securities owned by such Holder or Holders, the Company willshall: (a) promptly give written notice of the proposed registration, and any related blue sky or similar qualification or compliance, to all other Holders; and (b) cause, as soon as practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, provided that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 3.3: 1.5: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the Holders holders of any other securities of the Company entitled to 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 $2,000,000; 500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii) if the Company shall furnish to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board Company stating that in the good faith judgment of the BoardBoard 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 ninety sixty (9060) days after receipt of the request of the Holder or Holders under this Section 3.31.5; provided, however, provided that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (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 any Holders pursuant to this Section 3.3; (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; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.2. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.3 shall not be counted as demands for registration or registrations effected pursuant to Section 3.1.

Form S-3 Registration. In case If, at any time after the Registration Withdrawal Date, the Company shall receive from any Holder one or more Holders a written request or requests that the Company effect a registration on Form S-3 and any related blue sky or similar qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willshall: (a) promptly Within five days of the receipt thereof, give written notice of the proposed registration, and any related blue sky or similar qualification or compliance, to all other Holders; and (b) Cause, as soon as reasonably practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) twenty days after receipt of such written notice from the Company; provided, however, provided that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 3.3: section 2.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if If the Holders, together with the Holders holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; 1,000,000; (ii) If the Company has, within the twelve month period preceding the date of such request, already effected two registrations for the Holders pursuant to this section 2.3 or section 2.4; (iii) if If the Company shall furnish furnishes to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board Company stating that in the good faith judgment of the BoardBoard 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 ninety (90) days after receipt of the request of the Holder or Holders under this Section 3.3section 2.3; provided, however, provided that the Company shall not utilize this right, together with its right under section 2.4(c), more than once in any twelve (12) month period; provided, further, that the Company shall not register shares for its own account during such ninety day period unless the Holder can exercise its right to request the registration of Registrable Securities under section 2.2; 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 any Holders pursuant to this Section 3.3; (v) in In any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.2. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as reasonably practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.3 shall not be counted as demands for registration or registrations effected pursuant to Section 3.1.

Form S-3 Registration. In case Subject to all applicable Laws, if the Company shall receive receives from any a Demand Holder or Holders a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersDemand Holder, the Company willshall: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all the other Holdersholders of Registrable Securities; and (b) as soon expeditiously as practicablepossible, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so reasonably requested and as would to permit or facilitate the sale and distribution of all or such portion of such Demand 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 Stockholders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 3.3: 4.3: (i) if Form S-3 (or any successor form) is not available for such offering by the HoldersStockholders; or (ii) if the Holders, together with the Holders of any other securities of the Company entitled to inclusion in such registration, Stockholders propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,0001,000,000; or (iii) if the Company shall furnish to the Holders Stockholders a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board, 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 delay the filing of the Form S-3 registration statement for a period until the earlier of not more than ninety (90) the second Business Day after such conditions shall have ceased to exist and 90 days after receipt of the request of the a Demand Holder or Holders such Permitted Transferee of such Demand Holder under this Section 3.34.3; 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 any Holders such Demand Holder pursuant to this Section 3.3; (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; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.24.3. (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 3.3 4.3 shall not be counted as demands for registration or registrations effected pursuant to Section 3.14.2. (d) The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 4.3.

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, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 3.3section 2.11: (i1) if Form S-3 is not available for such offering by the Holders; (ii2) if the Holders, together with the Holders holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $2,000,0001,000,000; (iii3) if If the Company shall furnish to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety sixty (9060) days after receipt of the request of the Holder or Holders under this Section 3.3; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period2.11; (iv4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations one registration on Form S-3 for any the Holders pursuant to this Section 3.32.11; or (v5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.2. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 2.11, including (without limitation) all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne pro rata by the Holder or Holders participating in the Form S-3 Registration. Registrations effected pursuant to this Section 3.3 2.11 shall not be counted as demands for registration or registrations effected pursuant to Section 3.1Sections 2.1 or 2.2, respectively.

Form S-3 Registration. In case If the Company shall receive receives a request from any Holder or Holders a written request or requests of at least 40% of the Registrable Securities then outstanding that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Initiating Holders, then the Company willshall: (a) promptly within ten (10) days after the date such request is given, give written notice of the proposed registration, and any related qualification or compliance, registration to all Holders other Holdersthan the Initiating Holders (the “S-3 Notice”); and (b) as soon as practicable, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given to the Company within fifteen (15) days after receipt of such written notice from the CompanyS-3 Notice is given; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, registration pursuant to this Section 3.3: 2.3 (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the Holders holders of any other securities of the Company entitled to and requesting inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of Selling Expenses) of less than $2,000,000; (iii) if the Company shall furnish furnishes to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman chief executive officer of the Board Company stating that in the good good-faith judgment of the BoardBoard of Directors, 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 ninety (90) 60 days after receipt of the request of the Holder or Initiating Holders under this Section 3.32.3; provided, however, that the Company shall not utilize 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 sixty (60) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for any the Holders pursuant to this Section 3.3; (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; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.22.3. (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 3.3 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 3.12.1, provided, however, that if the Company is eligible to register the Registrable Securities on Form S-3, the Company may effect a registration pursuant to Section 2.1 on Form S-3.

Form S-3 Registration. In case the Company shall receive from any Any Holder or group of 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 holding at least ten percent (10%) of the Registrable Securities owned by such Holder or Holders, (an "INITIATING FORM S-3 HOLDER") may request at any time following the date hereof that the Company will: file a Registration Statement under the Securities Act on Form S-3 (aor similar or successor form) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate covering the sale and or other 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 under the Securities Act ("FORM S-3 DEMAND") if the Company is a registrant qualified to use Form S-3 (or any similar or successor form) to register such Registrable Securities. If such condition is met, the Company shall use its reasonable best efforts to 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 any other Holder or Holders joining disposition specified in the Form S-3 Demand, the number of Registrable Securities specified in such request 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 are specified in a written request given within fifteen (15) days after receipt is reasonably requested for inclusion therein by the Initiating Form S-3 Holders, whether or not the rules applicable to preparation of Form S-3 require the inclusion of such written notice from information. Form S-3 Demands will not be deemed to be Demand Requests as described in Section 2.1 hereof and Holders shall have the Company; providedright to request an unlimited number of Form S-3 Demands. Notwithstanding the foregoing, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, file more than four (4) Registration Statements on Form S-3 pursuant to this Section 3.3: (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 $2,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board, 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 ninety (90) days after receipt of the request of the Holder or Holders under this Section 3.3; provided, however, that the Company shall not utilize this right more than once 2.3 in any given 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 any Holders pursuant to this Section 3.3; (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; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.2. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.3 shall not be counted as demands for registration or registrations effected pursuant to Section 3.1.

Form S-3 Registration. In case If the Company shall receive receives from any Holder or Holders a written request or requests that the Company effect a registration on Form S-3 and any related blue sky or similar qualification or compliance with respect to all at least 25% (or a part lesser percentage if the requirements of Section 1.3(b)(i) are met) of the Registrable Securities owned by such Holder or HoldersHolder, the Company willshall: (a) promptly give written notice of the proposed registrationcause, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified in such jurisdictions as Holder may reasonable request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, provided that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 3.3: 1.3: (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 Holder proposes to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; 5,000,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for Holder pursuant to this Section 1.3; (iii) if the Company shall furnish to the Holders Holder a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board Company stating that in the good faith judgment of the BoardBoard 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 ninety (90) days after receipt of the request of the Holder or Holders under this Section 3.31.3; provided, however, provided that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that the Company shall not register shares for its own account during such ninety (90) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (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 any Holders pursuant to this Section 3.3; (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; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.2. (cb) 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 3.3 shall not be counted as demands for registration or registrations effected pursuant to Section 3.1Holder.

Form S-3 Registration. In case the Company shall receive from any Holder or Holders a written request or requests from the record Holder(s) of at least 10% of Registrable Securities then outstanding that the Company effect a registration on Form S-3 (or any equivalent 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, the Company will: (a) promptly give written notice of the proposed registration, registration and any related qualification or compliance, compliance to all other Holders; and; (b) as soon as practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or 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 within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 3.31.11 if: (i) if the registration to be effected does not have anticipated aggregate gross offering proceeds of at least $1,000,000, (ii) the Company has already prepared, filed and caused to become effective, at the sole expense of the Company, two (2) registration statements on Form S-3 (or similar forms promulgated after the date hereof) pursuant to requests made under this Section 1.11 in the preceding twelve (12) months, (iii) Form S-3 (or any equivalent successor form) is not available for such offering by the Holders; (iiiv) 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 $2,000,000; (iii) if the Company shall furnish to the Holders within thirty (30) days of receipt of the notice given pursuant to Section 1.11(a) a certificate signed by the Company’s President and Chief Executive Officer or Chairman of the Board Company stating that in the good faith judgment of the Board, 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 filing of the Form S-3 registration statement for a period of not more than ninety (90) 60 days after receipt of the request of the Holder or Holders under this Section 3.31.11; provided, however, that the Company shall not utilize this right to defer 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 any Holders pursuant to this Section 3.3; 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; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.2.and (c) Subject pay all expenses incurred in connection with a registration requested pursuant to this Section 1.11, including without limitation all registration, filing, qualification, printer’s and accounting fees, fees and disbursements of counsel for the foregoingCompany and up to $30,000 for one special counsel of the selling stockholders; provided, however, the Company shall file a registration statement covering will not be required to pay underwriter’s commissions or discount or transfer taxes or fees, if any, for the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the selling Holders. Registrations effected pursuant to this Section 3.3 1.11 shall not be counted as demands for registration or registrations effected pursuant to Section 3.11.2 or Section 1.3, respectively.

Form S-3 Registration. In case the Company shall receive from any Holder or Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 or a 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, then the Company willshall: (a) promptly give written notice of the proposed registrationregistration and the Holder’s or Holders’ request therefor, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) as soon as practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given to the Company within fifteen (15) days after receipt of such written notice from the CompanyS-3 Notice is given; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, registration pursuant to this Section 3.3: 2.3: (i) if Form S-3 is not then available for such offering by the Holders; ; (ii) if the Holders, together with the Holders holders of any other securities of the Company entitled to and requesting inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; ; (iii) if the Company shall furnish furnishes to the Holders a certificate signed by the Company’s President or Chief Executive Officer or Chairman of the Board Company stating that that, in the good good-faith judgment of the Board, 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 ninety one hundred twenty (90120) days after receipt of the request of the Holder or Initiating Holders under this Section 3.32.3; provided, however, that the Company shall not utilize invoke this right more than once in any twelve (12) month period; provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating solely to the issuance of securities by the Company pursuant to a stock option, stock purchase or similar benefit plan or an SEC Rule 145 transaction, or a registration in which the only stock being registered is stock issuable upon conversion of debt securities that are also being registered); (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for any the Holders pursuant to this Section 3.32.3; 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; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to effected under Section 3.22.2 hereof. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.3 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 3.12.1. (d) If the registration is for an underwritten offering, the provisions of Section 2.1(b) hereof shall apply to such registration.

Form S-3 Registration. In case If the Company shall receive from any Holder one or more Holders a written request or requests that the Company effect a registration on Form S-3 and any related blue sky or similar qualification or compliance with respect to all at least 25% (or a part lesser percentage if the requirements of Section 1.5(b)(i) are met) of the Registrable Securities owned by such Holder or Holders, the Company willshall: (a) promptly give written notice of the proposed registration, and any related blue sky or similar qualification or compliance, to all other Holders; and (b) cause, as soon as practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, provided that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 3.3: 1.5: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the Holders holders of any other securities of the Company entitled to 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 $2,000,000; 500,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; (iii) if the Company shall furnish to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board Company stating that in the good faith judgment of the BoardBoard 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 ninety sixty (9060) days after receipt of the request of the Holder or Holders under this Section 3.31.5; provided, however, provided that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (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 any Holders pursuant to this Section 3.3; (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; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.2. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.3 shall not be counted as demands for registration or registrations effected pursuant to Section 3.1.

Form S-3 Registration. (a) 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, the Company will: (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (bii) as soon as practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 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 3.31.11: (i1) if Form S-3 is not available for such offering by the Holders; (ii2) if the Holders, together with the Holders holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $2,000,000500,000; (iii3) if the Company shall furnish to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board Company stating that in the good faith judgment of the BoardBoard 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 ninety (90) 120 days after receipt of the request of the Holder or Holders under this Section 3.31.11; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; (iv4) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected two (2) registrations one registration on Form S-3 within the past six (6) months for any the Holders pursuant to this Section 3.31.11; (v5) 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; (6) if the Company, within ten (10) days of the receipt of the request of the initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, or an offering solely to employees); or (vi7) during the period starting with the date ninety (90) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. (b) If the Initiating Holders requesting such registration hereunder intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to this Section 1.11 and the Company shall include such information in the written notice referred to in Section 1.11(a)(i). In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.11, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. If any Holder or holder disapproves of the terms of any such underwriting, such Holder or holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any Registrable Securities and/or securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of a the registration statement subject to Section 3.2relating thereto, or such other shorter period of time as the underwriters may require. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.11, including all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holders selected by them, but excluding any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 3.3 1.11 shall not be counted as demands for registration or registrations effected pursuant to Section 3.11.2 or 1.3, respectively.

Form S-3 Registration. In case If, at any time after the Registration --------------------- Withdrawal Date, the Company shall receive from any Holder one or more Holders a written request or requests that the Company effect a registration on Form S-3 and any related blue sky or similar qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willshall: (a) promptly Within five days of the receipt thereof, give written notice of the proposed registration, and any related blue sky or similar qualification or compliance, to all other Holders; and (b) Cause, as soon as reasonably practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) twenty days after receipt of such written notice from the Company; provided, however, provided that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 3.3: section 2.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if If the Holders, together with the Holders holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; 1,000,000; (ii) If the Company has, within the twelve month period preceding the date of such request, already effected two registrations for the Holders pursuant to this section 2.3 or section 2.4; (iii) if If the Company shall furnish furnishes to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board Company stating that in the good faith judgment of the BoardBoard 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 ninety (90) days after receipt of the request of the Holder or Holders under this Section 3.3section 2.3; provided, however, provided that the Company shall not utilize this right, together with its right under section 2.4(c), more than once in any twelve (12) month period; provided, further, that the Company shall not register shares for its own account during such ninety day period unless the Holder can exercise its right to request the registration of Registrable Securities under section 2.2; 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 any Holders pursuant to this Section 3.3; (v) in In any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.2. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as reasonably practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.3 shall not be counted as demands for registration or registrations effected pursuant to Section 3.1.

Form S-3 Registration. In case (a) 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 Common Stock, in the event that the Company shall receive from any Holder or Holders (together with its Affiliates) (the “S-3 Initiating Holder”) 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 Common Stock owned by such Holder or HoldersS-3 Initiating Holder, the Company will: (a) promptly shall give written notice of such request to all of the other Holders (other than S-3 Initiating Holder) at least twenty (20) Business Days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed registration and offer such other Holders the opportunity to register the number of shares of Common Stock as each other Holder may request in writing to Company, given within ten (10) Business Days after their receipt from the Company of the written notice of such registration. If requested by the S-3 Initiating Holder, such S-3 Registration shall be for an offering on a continuous basis pursuant to Rule 415 under the Securities Act. The Company shall use its reasonable best efforts to (x) cause such registration pursuant to this SECTION 2.5(a) to become and any related qualification or compliance, to all other Holders; and (b) remain effective as soon as practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified but in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen event not later than forty-five (1545) days after receipt of 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 3.3: it receives a request therefor and (iy) if Form S-3 is not available for include in such offering by the Holders; (ii) if the Holders, together with the Holders of any other securities Common Stock of the Company entitled other Holders (other than S-3 Initiating Holder) (the “S-3 Non-Initiating Holders”) who have requested in writing to inclusion participate in such registration, propose to sell Registrable Securities S-3 Registration on the same terms and such other securities (if any) at an aggregate price to conditions as the public of less than $2,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman Stock of the Board stating that in the good faith judgment of the Board, 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 ninety (90) days after receipt of the request of the Holder or Holders under this Section 3.3; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for any Holders pursuant to this Section 3.3; (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; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.2Initiating Holder. (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 3.3 shall not be counted as demands for registration or registrations effected pursuant to Section 3.1.

Form S-3 Registration. In case the Company shall receive from any Holder one or more of the 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, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 3.31.4 if: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the Holders holders of any other securities of the Company entitled to 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 $2,000,0001,500,000; (iii) if the Company shall furnish to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board, 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 ninety (90) days after receipt of the request of the Holder or Holders under this Section 3.3; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for any the Holders pursuant to this Section 3.3; (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; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.2. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.3 shall not be counted as demands for registration or registrations effected pursuant to Section 3.1.this

Form S-3 Registration. In case the Company shall receive from any Holder or Holders of at least 60% 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, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 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 3.36.4: (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 $2,000,000; (iii) if the Company managing underwriter shall furnish to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the its good faith judgment marketing factors require deferral of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such timeRegistration, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) 90 days after receipt of the request of the Holder or Holders under this Section 3.36.4; provided, however, that the Company shall may not utilize exercise this right more than once in any twelve (12) month period; or (iviii) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected two (2) three such registrations on Form S-3 for any the Holders pursuant to this Section 3.3; (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; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.26.4. (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 3.3 6.4 shall not be counted as demands for registration or registrations effected pursuant to Section 3.1Sections 6.2 or 6.3, 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 (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 or HoldersHolders (a “Form S-3 Registration”), the Company will: (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders; and (bii) as soon as practicable, prepare and file and use commercially reasonable its best efforts to effect 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 or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, 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 3.3: 3(d): (i1) if Form S-3 is not available for such offering by the Holders; ; (ii2) if the Holders, together with the Holders holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; 1,000,000); (iii3) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 3(d), 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 registration statement on Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities for sale to the public; (4) if the Company shall furnish to the Holders Investors a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board, 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 ninety (90) days after receipt of the request of the Holder or Holders under this Section 3.33(d); 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 (iv5) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected two (2) registrations on Form S-3 for any the Holders pursuant to this Section 3.3; (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; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.23(d). (ciii) 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 3.3 3(d) shall not be counted as demands a demand for registration or registrations effected pursuant to Section 3.13(a). 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 best efforts basis. The Company use its best 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, however, that with respect to Registrable Securities registered pursuant to such Form S-3 Registration Statement, each Holder 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.

Form S-3 Registration. In case If the Company shall receive receives 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, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 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 3.31.12: (i1) if Form S-3 is not available for such offering by the Holdersoffering; (ii2) if the Holders, together with the Holders holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2,000,0001,500,000; (iii3) if the Company shall furnish to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board Company stating that in the good faith judgment of the BoardBoard 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 ninety (90) 120 days after receipt of the request of the Holder or Holders under this Section 3.31.12; provided, however, that the Company shall not utilize this right more than once in any twelve (12) twelve-month period; (iv4) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected two (2) registrations on Form S-3 for any the Holders pursuant to this Section 3.31.12 within the prior twelve-month period; or (v5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.2. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected All expenses incurred in connection with a registration requested pursuant to this Section 3.3 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of one counsel selected by majority vote of the selling Holder or Holders and counsel for the Company, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall not be counted as demands for registration or registrations effected pursuant to Section 3.1borne by the Company.

Form S-3 Registration. In case the Company shall receive from any Holder or the Holders of at least a majority of the 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, the Company willshall: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use best efforts to effect, as soon as practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 3.3: 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 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 $2,000,000; 5,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be 5 9 effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Holder or Holders under this Section 3.31.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; ; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations one registration on Form S-3 for any the Holders pursuant to this Section 3.31.4; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.2. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.3 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Section 3.1Sections 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, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, use all commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen ten (1510) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance, compliance pursuant to this Section 3.3: 2.3: (i) if Form S-3 If the Company is not available for such offering by the Holders; qualified as a registrant entitled to use Form S-3; (ii) if If the Holders, together with the Holders holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; 2,500,000; (iii) if For the Company shall furnish to reasons, and under the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that circumstances described, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such timeSection (B)(d), in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) 90 days after receipt of the request of the Holder or Holders under this Section 3.32.3; provided, however, that the Company shall such deferral may not utilize this right be utilized more than once in any twelve (12) month period; ; (iv) if If the Company has, within the twelve six (126) month period preceding the date of such request, already previously effected two (2) registrations a registration pursuant to Section 2.1 or on Form S-3 for any Holders pursuant to this Section 3.32.3; 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; or (vi) during the period ending one hundred eighty (180) Within 180 days after the effective date of any registration statement filed by the Company in connection with a registered public offering of the Company's securities solely for cash, other than a registration statement subject (i) on Form S-8, ▇-▇ ▇▇ comparable forms, or (ii) with respect to Section 3.2an employee benefit plan, or (iii) solely in connection with a Rule 145 transaction under the Securities Act. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.3 shall not be counted as demands for registration or registrations effected pursuant to Section 3.1.

Form S-3 Registration. (a) 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 (or any successor thereto) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned held by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, will use commercially reasonable its best efforts to effect cause 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 to be registered on such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Companyform; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance, compliance pursuant to this Section 3.3: 5: (i) if Form S-3 the Company is not available for such offering by the Holders; qualified as a registrant entitled to use Form S-3; (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 $2,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board, 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 ninety (90) days after receipt of the request of the Holder or Holders under this Section 3.3; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for any Holders pursuant to this Section 3.3; (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; or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (viiii) if the Company has effected one such registration pursuant to this Section 5 during the period ending one hundred eighty preceding six (1806) days after months; or (iv) if the effective date reasonably anticipated offering price to the public of a all shares of Common Stock to be sold pursuant to such registration statement subject to Section 3.2(net of Selling Expenses) is less than $500,000. (cb) 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. . (c) The provisions of Sections 2(a)(i) and (ii), 2(c), 2(d) and 2(e) shall apply to any registration effected pursuant to this Section 5. (d) Registrations effected pursuant to this Section 3.3 5 shall not be counted as demands requests for registration or registrations effected pursuant to Section 3.12 or Section 3.

Form S-3 Registration. In case If the Company shall receive from any Holder one or more Holders a written request or requests that the Company effect a registration on Form S-3 and any related blue sky or similar qualification or compliance with respect to all at least 25% (or a part lesser percentage if the requirements of Section 1.5(b)(i) are met) of the Registrable Securities owned by such Holder or Holders, the Company will: (a) shall: promptly give written notice of the proposed registration, and any related blue sky or similar qualification or compliance, to all other Holders; and (b) and cause, as soon as practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, provided that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 3.31.5: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the Holders holders of any other securities of the Company entitled to 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 $2,000,000500,000; (iii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; if the Company shall furnish to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board Company stating that in the good faith judgment of the BoardBoard 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 ninety sixty (9060) days after receipt of the request of the Holder or Holders under this Section 3.31.5; provided, however, provided that the Company shall not utilize this right more than once in any twelve (12) month period; (iv) if provided, further, that the Company hasshall not register shares for its own account during such sixty (60) day period, within but such prohibition shall not apply to the twelve registration of Company shares in connection with (12x) month period preceding the date a merger or (y) registration of such requestshares relating to a stock option, already effected two (2) registrations on Form S-3 for any Holders pursuant to this Section 3.3stock purchase or similar plan; (v) or in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.2. (c) . Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.3 shall not be counted as demands for registration or registrations effected pursuant to Section 3.1.

Form S-3 Registration. In case the Company shall receive from any Holder Holders (one of whom must be either Centennial or Whitney & Co.) holding twenty-five percent (25%) or more of the Registrable Securities then held by all Holders a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given to the Company within 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 3.3: 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 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 $2,000,000500,000; or (iii) if the Company shall furnish to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board, 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 ninety (90) days after receipt of the request of the Holder or Holders under this Section 3.3; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected two (2) registrations on Form S-3 for pursuant to this Section 2.4; or (iv) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, a registration statement pertaining to any public offering of the Company’s stock, provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; or (v) if, within thirty (30) days of receipt of a written request from Holders pursuant to this Section 3.32.4, the Company gives notice to the Holders and Founders of the Company’s intention to make a public offering within ninety (90) days; 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; or (vi) during the period ending one hundred eighty (180) days after the effective date , excluding any consent to service of a registration statement subject to Section 3.2process required by Blue Sky laws. (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 HoldersHolders therefor. Registrations effected pursuant to this Section 3.3 In no event shall not be counted as demands a request for registration or registrations effected on a Form S-3 count as demand for registration pursuant to Section 3.12.2.

Form S-3 Registration. In case the Company shall receive from any Holder one or more 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, provided the number of shares requested to be sold would have an aggregate price to the public of at least $1,000,000, then the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other HoldersHolders of Registrable Securities; and (b) as soon as practicable, use commercially reasonable its best efforts to effect such the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate of 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 received by the Company within fifteen (15) 20 days after receipt of such written notice from the CompanyCompany is given under Section 2.5(a) above; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, registration pursuant to this Section 3.3: 2.5: (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 $2,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the Company’s President or Chief Executive Officer or Chairman of the Board Company stating that in the good faith judgment of the BoardBoard 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 an aggregate of not more than ninety (90) 90 days after receipt of the request of the Holder or Holders under this Section 3.3Holders; provided, however, that the Company shall may not utilize this right more than once twice in any twelve (12) twelve-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 any Holders pursuant to this Section 3.3; (viii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during unless the period ending one hundred eighty (180) days after the effective date of a registration statement Company is already subject to Section 3.2service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. (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 3.3 shall not be counted as demands for registration or registrations effected pursuant to Section 3.1.

Form S-3 Registration. In case the Company shall receive from any Holder or Holders a written request or requests from (A) Investors holding at least twenty-five percent (25%) of the Registrable Securities, or (B) JAFCO, KPCB, Trident, HLM, Cardinal, Waveland, New Capital or Commons Capital for so long as such individual entity retains at least fifty percent (50%) of the Registrable Securities held thereby as of the date of this Agreement, 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 HoldersInvestors, the Company will: (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersInvestors; and (bii) as soon as practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or HoldersInvestors’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders Investors joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the CompanyCompany described in Section 8(k)(i); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 3.3: 8(k): (i1) if Form S-3 is not then available for such offering by the HoldersInvestors; (ii2) if the HoldersInvestors, together with the Holders holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $2,000,0001,000,000; (iii3) if the Company shall furnish to the Holders Investors a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board Company stating that that, in the good faith judgment of the BoardBoard of Directors, due to business or market conditions or the business or financial condition of the Company it would be seriously detrimental to the Company and its stockholders inappropriate for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety sixty (9060) days after receipt of the request of the Holder or Holders Investors under this Section 3.38(k); provided, however, that the Company shall not utilize this right more than once twice in any twelve (12) month period12)-month period and provided further, that the Company shall not register any securities for the account of itself or any other stockholder during such 60-day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under SEC Rule 145, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (iv4) if the Company has, within the twelve (12) month 12)-month period preceding the date of such request, already effected two (2) registrations on Form S-3 for any Holders the Investors pursuant to this Section 3.38(k); (v5) 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 compliancecompliance unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or (vi6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.28(a) or Section 8(b) hereof. (ciii) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the HoldersInvestors. All expenses incurred in connection with a registration requested pursuant to this Section 8(k), including (without limitation) all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of counsel for the selling Investors and counsel for the Company, but excluding any underwriters’ discounts or commissions associated with the Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 3.3 8(k) shall not be counted as demands for registration or registrations effected pursuant to Section 3.18(a). (iv) If the Initiating Investors intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to this Section 8(k) and the Company shall include such information in the written notice referred to in Section 8(k)(i). The provisions of Section 8(a)(ii) shall be applicable to such request (with the substitution of Section 8(k) for references to Section 8(a)).

Form S-3 Registration. In case the Company shall receive from any Holder or Holders Holder(s) of the Company's 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 HoldersHolder(s), the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s '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 Holder(s) joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registrationregistra tion, qualification or compliance, pursuant to this Section 3.31.12: (i1) if Form S-3 is not available for such offering by the Holders; (ii2) if the Holders, together with the Holders holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000500,000; (iii3) if the Company shall furnish fur nish to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board Company stating that in the good faith judgment of the BoardBoard 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 ninety (90) 90 days after receipt of the request of the Holder or Holders under this Section 3.31.12; providedpro vided, however, that the Company shall not utilize the right under this right Section 1.12(b) more than once in any twelve (12) month period; (iv4) if the Company has, within has already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.12 in any twelve (12) month period preceding the date of such request, already effected two period; or (2) registrations on Form S-3 for any Holders pursuant to this Section 3.3; (v5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.2. (c) If the Holders requesting registration pursuant to this Section 1.12 intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to this Section 1.12 and the Company shall include such information in the written notice referred to in Section 1.12(a). In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an under writing agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.12, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the num ber of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (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 practi cable after receipt of the request or requests of the Holders. Registrations The Company shall pay all expenses incurred in connection with registrations requested pursuant to Section 1.12, including (without limita tion) all registration, filing, qualification, printer's and accounting fees and the fees and disbursements (not to exceed $15,000) of counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriters' discounts or commissions associated with Registrable Securities. Registra tions effected pursuant to this Section 3.3 1.12 shall not be counted as demands for registration or registrations registra tions effected pursuant to Section 3.1Sections 1.2 or 1.3, respectively.

Form S-3 Registration. (a) 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, the Company will: (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (bii) as soon as practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 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 3.31.11: (i1) if Form S-3 is not available for such offering by the Holders; (ii2) if the Holders, together with the Holders holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2,000,000500,000; (iii3) if the Company shall furnish to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board Company stating that in the good faith judgment of the BoardBoard 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 ninety (90) 120 days after receipt of the request of the Holder or Holders under this Section 3.31.11; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; (iv4) if the Company has, has already effected one registration on Form S-3 within the past twelve (12) month period preceding months for the date of such request, already effected two (2) registrations on Form S-3 for any Holders pursuant to this Section 3.31.11; (v5) 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; (6) if the Company, within ten (10) days of the receipt of the request of the initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, or an offering solely to employees); or (vi7) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. (b) If the Initiating Holders requesting such registration hereunder intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to this Section 1.11 and the Company shall include such information in the written notice referred to in Section 1.11(a)(i). In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.11, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. If any Holder or holder disapproves of the terms of any such underwriting, such Holder or holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any Registrable Securities and/or securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of a the registration statement subject to Section 3.2relating thereto, or such other shorter period of time as the underwriters may require. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.11, including all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holders selected by them, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 3.3 1.11 shall not be counted as demands for registration or registrations effected pursuant to Section 3.11.2 or 1.3, respectively.

Form S-3 Registration. In case the event that the Company shall receive from any Holder or Holders receives a written request or requests from the Holders of at least thirty percent (30%) of the Registrable Securities then outstanding, that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ ' Registrable Securities as are specified in each such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen twenty (1520) 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 3.3: 1.12 (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 anticipated aggregate offering price of the Company entitled to inclusion in such registration, propose to sell Registrable Securities to be registered (before deductions for underwriters' discounts and such other securities (if anycommissions) at an aggregate price to the public of less than does not exceed $2,000,0001,000,000; (iii) if the Company shall have effected a registration under this Section 1.12 within the 12-month period preceding such request for registration under this Section 1.12; or (iv) if the Company shall furnish to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 3.31.12; provided, however, that the Company shall not utilize this right to delay any requested registration more than once in any twelve twice (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date for a total of such request, already effected two (2) registrations on Form S-3 for any Holders pursuant up to this Section 3.3; (v120 days) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.212-month period. (c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.3 1.12 shall not be counted as demands for registration or registrations effected pursuant to Section 3.1Sections 1.2 or 1.3, respectively.

Form S-3 Registration. In case (a) If, at any time that the Company is eligible to effect a registration on Form S-3 (or any successor to Form S-3), the Company shall receive from any Holder or Holders a written request or requests from the Holder Representative (as defined below) that the Company effect a registration on Form S-3 and (or any related qualification successor to Form S-3) or compliance with respect to any similar shelf registration statement under the Securities Act covering the registration of all or a part portion of the Registrable Securities owned by such Holder or the Specified Holders, then the Company will: (a) promptly give written notice shall, subject to the limitations of this Section 2.4, effect, as expeditiously as reasonably possible, such requested registration under the proposed registration, and any related qualification or compliance, Securities Act of all Registrable Securities owned by the Specified Holders that the Holder Representative requests to all other Holders; and (b) as soon as practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Companyregistered; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 3.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) 2.4 if the Holders, together with the Specified 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 twenty-five million dollars ($2,000,00025,000,000.00); (iii) provided that such threshold shall not apply if the Specified Holder is proposing to sell all of its remaining Registrable Securities. To the extent the Company shall furnish to is a well-known seasoned issuer (as defined in Rule 405 under the Holders Securities Act, a certificate signed by “WKSI”) at the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board, it would be seriously detrimental time any request is submitted to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 3.3; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for any Holders pursuant to this Section 3.3; (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; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.2. (c) Subject to the foregoing2.4(a), the Company shall file a an automatic shelf registration statement covering the on Form S-3 which covers those Registrable Securities and other securities so which are requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.3 shall not be counted as demands for registration or registrations effected pursuant to Section 3.1registered.

Form S-3 Registration. In case (a) S-3 Registration. Upon Parent becoming eligible for use of Form S-3 (or any successor form thereto) under the Company Securities Act in connection with a public offering of its securities, in the event that the Parent shall receive from any Holder Seller or Holders group of Seller, a written request or requests that the Company effect a registration Parent 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 Stock owned by such Holder or HoldersS-3 Seller, the Company will: (a) promptly Parent shall give written notice of such request to all of the other Seller (other than S-3 Seller) at least twenty (20) Business Days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed registration and offer such other Seller the opportunity to register the number of shares of Stock as each other Seller may request in writing to the Parent, given within five (5) Business Days after their receipt from the Parent of the written notice of such registration. If requested by the S-3 Seller, and any related qualification or compliance, such S-3 Registration shall be for an offering on a continuous basis pursuant to all other Holders; and (b) as soon as practicable, Rule 415 under the Securities Act. The Parent shall use commercially its reasonable best efforts to effect (x) file such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 3.3: 10.5(a) as promptly as practicable (i) if Form S-3 is but not available for such offering by the Holders; later than thirty (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 $2,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board, 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 ninety (9030) days after receipt of the it receives a request of the Holder or Holders under this Section 3.3; provided, however, that the Company therefor) and 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 use its reasonable best efforts to cause such request, already effected two (2) registrations on Form S-3 for any Holders pursuant to this Section 3.3; (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; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.2. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered declared effective under the Securities Act as soon promptly as practicable after receipt the filing thereof and (y) include in such offering the Stock of the request or requests other Seller (other than S-3 Seller) (the “S-3 Non- Seller”) who have requested in writing to participate in such S-3 Registration on the same terms and conditions as the Stock of the Holders. Registrations effected pursuant to this Section 3.3 shall not be counted as demands for registration or registrations effected pursuant to Section 3.1S-3 Seller.

Form S-3 Registration. In case If the Company shall receive receives from any Holder or Holders a written request or requests that the Company effect a registration on Form S-3 or any successor form (and any related blue sky or similar qualification or compliance compliance) and the Company is a registrant entitled to use Form S-3 or any successor form with respect to all or a part at least 25% of the Registrable Securities owned by such Holder or Holders, the Company willshall: (a) promptly give written notice of the proposed registrationcause, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified in such jurisdictions as Holders may reasonably request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, provided that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 3.3: 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 $2,000,000; 1,000,000; (ii) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for Holders pursuant to this Section 1.3; (iii) if the Company shall furnish to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board Company stating that in the good faith judgment of the BoardBoard 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 ninety (90) days after receipt of the request of the Holder or Holders under this Section 3.31.4; provided, however, provided that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that the Company shall not register shares for its own account during such ninety (90) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or (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 any Holders pursuant to this Section 3.3; (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; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.2. (cb) 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 3.3 shall not be counted as demands for registration or registrations effected pursuant to Section 3.1.

Form S-3 Registration. In case 5.1 Request for a Form S-3 Registration. At any time after the Company date hereof, ----------------------------------- if the Shelf Registration Statement is not effective, Designated Holders who propose to sell their Registrable Securities to the public at an aggregate price of at least $1,000,000 (the "S-3 Initiating Holders"), shall receive from any Holder or Holders have the right to ---------------------- make 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 S-3 Initiating Holders, the . The Company will: (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 5.1) at least ten (10) days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, use commercially reasonable efforts to effect such registration and all offer such qualifications and compliances as may be so requested and as would permit or facilitate Designated Holders the sale and distribution opportunity to register the number of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified each such Designated Holder may request in writing to the Company, given within seven (7) days after their receipt from the Company of the written notice of such registration. With respect to each S-3 Registration, the Company shall, subject to Section 5.2 (i) include in such request, together with all or such portion of offering the Registrable Securities of any other Holder or the S-3 Initiating Holders joining in and (ii) use its reasonable best efforts to (x) cause such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, registration pursuant to this Section 3.3: (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 5.1 to inclusion in such registration, propose to sell Registrable Securities become and such other securities (if any) at an aggregate price to the public of less than $2,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board, 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 ninety (90) days after receipt of the request of the Holder or Holders under this Section 3.3; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for any Holders pursuant to this Section 3.3; (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; or (vi) during the period ending one hundred eighty (180) days after the remain effective date of a registration statement subject to Section 3.2. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt and (y) include in such offering the Registrable Securities of the request or requests Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5.1) who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the Holders. Registrations effected pursuant to this Section 3.3 shall not be counted as demands for registration or registrations effected pursuant to Section 3.1S-3 Initiating Holders included therein.