Common use of Form S-3 Clause in Contracts

Form S-3. An Investor or Investors holding Registrable Securities (excluding any Key Holder Registrable Securities) anticipated to have an aggregate sale price (net of underwriting discounts and commissions, if any) in excess of $1,000,000 shall have the right to request any number of registrations on Form S-3 (or any successor form) for the Registrable Securities held by such requesting holder or holders; provided, however, that the Company (i) is then eligible to use such Form S-3 (or successor form) and (ii) shall not be required to file more than two (2) such registration statements on Form S-3 (or any successor form) in any twelve (12) month period. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder or holders. The Company shall give notice to all other holders of the Registrable Securities of the receipt of a request for registration pursuant to this Section 3 and such holders of Registrable Securities shall then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. The Company shall use its reasonable best efforts to effect promptly the registration of all shares on Form S-3 (or any successor form) to the extent requested by such holders. The Company shall use its reasonable best efforts to keep such registration statement effective until the earlier of ninety (90) days or until such holders have completed the distribution described in such registration statement.

Form S-3. After the first public offering of its securities registered under the Securities Act, the Company shall use its best efforts to qualify and remain qualified to register securities pursuant to a registration statement on Form S-3 (or any successor form) under the Securities Act. An Investor or Investors holding Registrable Securities (excluding any Key Holder Registrable Securities) anticipated to have an aggregate sale price (net of underwriting discounts and commissions, if any) in excess of $1,000,000 5,000,000 shall have the right to request any number of registrations on Form S-3 (or any successor form) for the Registrable Securities held by such requesting holder or holders; provided, however, that the Company (i) is then eligible to use such Form S-3 (or successor form) and (ii) shall not be required to file more than two (2) such registration statements on Form S-3 (or any successor form) in any twelve (12) month period. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder or holders. The Company shall give notice to all other holders of the Registrable Securities of the receipt of a request for registration pursuant to this Section 3 and such holders of Registrable Securities shall then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. The Company shall use its reasonable best efforts to effect promptly the registration of all shares on Form S-3 (or any a comparable successor form) to the extent requested by such holders. The Company shall use its reasonable best efforts to keep such registration statement effective until the earlier of ninety (90) 90 days or until such holders have completed the distribution described in such registration statement.

Form S-3. An Investor After the first public offering of its securities registered under the Securities Act, the Company shall use its best efforts to qualify and remain qualified to register securities pursuant to a registration statement on Form S-3 (or Investors holding any successor form) under the Securities Act, holders of at least twenty-five percent (25%) of the Registrable Securities (excluding any Key Holder Registrable Securities) anticipated to have an aggregate sale price (net of underwriting discounts and commissions, if any) in excess of $1,000,000 shall have the right to request any an unlimited number of registrations on Form S-3 (or any successor form) for such Registrable Securities, provided that, the anticipated aggregate sale price for such Registrable Securities held by such requesting holder or holders; provided(net of underwriting discounts and commissions, however, that the Company (iif any) is then eligible to use such Form S-3 (or successor form) and (ii) shall not be required to file more than two (2) such registration statements on Form S-3 (or any successor form) in any twelve (12) month periodexcess of $3,000,000. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder or holders. The Company shall give notice to all other holders of the Registrable Securities of the receipt of a request for registration pursuant to this Section 3 and such holders of Registrable Securities shall then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. The Company shall use its reasonable best efforts to effect promptly the registration of all shares on Form S-3 (or any a comparable successor form) to the extent requested by such holders. The Company shall use its reasonable best efforts to keep such registration statement effective until the earlier of ninety (90) days after the effectiveness of the registration statement on Form S-3 or until such holders have completed the distribution described in such registration statement. The Company shall be obligated to pay for no more than two (2) registrations of Registrable Securities on Form S-3 under this Section 3.

Form S-3. After the first public offering of its securities registered under the Securities Act, the Company shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to a registration statement on Form S-3 (or any successor form) under the Securities Act. An Investor or Investors holding Registrable Securities (excluding any Key Holder Registrable Securities) anticipated to have an aggregate sale price (net of underwriting discounts and commissions, if any) in excess of one million dollars ($1,000,000 1,000,000.00) shall have the right to request any number of registrations on Form S-3 (or any successor form) for the Registrable Securities held by such requesting holder or holders; provided, however, that the Company (i) is then eligible to use such Form S-3 (or successor form) and (ii) shall not be required to file more than two (2) such registration statements on Form S-3 (or any successor form) in any twelve (12) month period. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder or holders. The Company shall give notice to all other holders of the Registrable Securities of the receipt of a request for registration pursuant to this Section 3 and such holders of Registrable Securities shall then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. The Company shall use its reasonable best efforts to effect promptly the registration of all shares on Form S-3 (or any a comparable successor form) to the extent requested by such holders. The Company shall use its reasonable best efforts to keep such registration statement effective until the earlier of ninety (90) days or until such holders have completed the distribution described in such registration statement.

Form S-3. An Investor After the first public offering of its securities registered under the Securities Act, the Company shall use its best efforts to qualify and remain qualified to register securities pursuant to a registration statement on Form S-3 (or Investors any successor form) under the Securities Act. A Stockholder or Stockholders holding Registrable Securities (excluding any Key Holder Registrable Securities) anticipated to have an aggregate sale price (net of underwriting discounts and commissions, if any) in excess of $1,000,000 500,000 shall have the right to request any number of registrations on Form S-3 (or any successor form) for the Registrable Securities held by such requesting holder or holders; provided, however, that the Company (i) is then eligible to use such Form S-3 (or successor form) and (ii) shall not be required to file more than two (2) such registration statements on Form S-3 (or any successor form) in any twelve (12) month periodStockholders. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder Stockholder or holdersStockholders. The Company shall give notice to all other holders of the Registrable Securities of the receipt of a request for registration pursuant to this Section 3 and such holders of Registrable Securities Stockholders shall then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. The Company shall use uses its reasonable best efforts to effect promptly the registration of all shares on Form S-3 (or any a comparable successor form) to the extent requested by such holdersStockholders. The Company shall use its reasonable best efforts to keep such registration statement effective until the earlier of ninety (90) 90 days or until such holders Stockholders have completed the distribution described in such registration statement.

Form S-3. An Investor If the Company becomes eligible to use Form S-3 under the Securities Act or Investors holding a comparable successor form, the Company shall use its best efforts to continue to qualify at all times for registration of its capital stock on Form S-3 or such successor form. One or more of the Holders of Registrable Securities (excluding any Key Holder Registrable Securities) anticipated to have an aggregate sale price (net of underwriting discounts and commissions, if any) in excess of $1,000,000 shall have the right from time to time to request any number and have effected registrations of registrations shares of Registrable Securities on Form S-3 (or any such successor form) form for the a public offering of shares of Registrable Securities held by having an aggregate proposed offering price of not less than $1,000,000.00 (such requesting holder or holders; provided, however, that the Company (i) is then eligible to use such Form S-3 (or successor form) and (ii) shall not be required to file more than two (2) such registration statements on Form S-3 (or any successor form) in any twelve (12) month period. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder Holder or holdersHolders). The Company shall give notice to all other holders of the Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 3 paragraph 6.3 and shall provide a reasonable opportunity for such holders of Registrable Securities shall then have thirty (30) days to notify the Company in writing of their desire Holders to participate in the such a registration. The Subject to the foregoing, the Company shall will use its reasonable best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 (or any such successor form) form to the extent requested by such holdersthe Holder or Holders thereof. The If so requested by any Holder in connection with a registration under this paragraph 6.3, the Company shall use its reasonable best efforts take such steps as are required to register such Holder's Registrable Securities or sale on a delayed or continuous basis under Rule 415, and to keep such registration statement effective until the earlier all of ninety (90) days or until such holders have completed the distribution described Holder's Registrable Securities registered thereunder are sold. All expenses incurred in such connection with a registration statement.requested pursuant

Form S-3. An Investor After the first public offering of its securities registered under the Securities Act, the Company shall use its best efforts to qualify and remain qualified to register securities pursuant to a registration statement on Form S-3 (or any successor form) under the Securities Act. At such time as the Company shall have qualified for the use of a Registration Statement on Form S-3 or any successor form thereto, Investors holding not less than 15% of the Registrable Securities (excluding any Key Holder Registrable Securities) anticipated to have an aggregate sale price (net of underwriting discounts and commissions, if any) in excess of $1,000,000 shall have the right to request any number of registrations require the Company to file registration statements on Form S-3 (or any successor form) for the Registrable Securities held by such requesting holder or holders; provided, however, that the Company (i) is then eligible to use such Form S-3 (or successor form) and (ii) shall not be required to file more than two (2) such registration statements on Form S-3 (or any successor form) in any twelve (12) month period. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder or holders. The Company shall give notice to all other holders of the Registrable Securities of the receipt of a request for registration pursuant to this Section 3 and such holders of Registrable Securities shall then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. The Company shall use its reasonable best efforts to effect promptly the registration of all shares on Form S-3 (or any a comparable successor form) to the extent requested by such holders. The Company shall use its reasonable best efforts to keep such registration statement effective until the earlier of ninety (90) 90 days or until such holders have completed the distribution described in such registration statement.

Form S-3. An Investor or Investors holding If Company's stock becomes publicly traded, Company shall use its best efforts to qualify for registration on Form S-3 and to that end Company shall register the Common Stock under the Securities Exchange Act of 1934, as amended (the "1934 ACT") within twelve (12) months following the effective date of the first registration of any securities of Company on Form S-1. After Company has qualified for the use of Form S-3, the Holders of Registrable Securities (excluding any Key Holder Registrable Securities) anticipated to have an aggregate sale price (net of underwriting discounts and commissions, if any) in excess of $1,000,000 shall have the right to request any number of registrations on Form S-3 three (or any successor form3) for the Registrable Securities held by such requesting holder or holders; provided, however, that the Company (i) is then eligible to use such Form S-3 (or successor form) and (ii) shall not be required to file more than two (2) such registration statements on Form S-3 (or any successor form) in any twelve (12) month periodtimes per year under this Section 1.3. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder or holders. The Company shall give notice to all other holders Holders of the Registrable Securities of the receipt of a request for registration pursuant to this Section 3 1.3 and such holders of Registrable Securities shall then have thirty (30) days to notify the Company in writing of their desire provide a reasonable opportunity for other Holders to participate in the registration. The Subject to the foregoing, Company shall will use its reasonable best efforts to effect promptly as soon as practicable the registration of all shares of Registrable Securities on Form S-3 (or any successor form) S-3, as the case may be, to the extent requested by such holders. The the Holder or Holders thereof for purposes of disposition; PROVIDED, HOWEVER, that Company shall use its reasonable best efforts not be obligated to keep effect any such registration statement effective until if the earlier Holders, together with the holders of ninety (90) days or until such holders have completed the distribution described any other securities of 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 Five Hundred Thousand Dollars ($500,000). Notwithstanding the foregoing, nothing herein shall restrict, prohibit, or limit in any way a Holder's ability to exercise its registration statementrights under Section 1.2 or 1.4 hereof.

Form S-3. An Investor or Investors holding Registrable (a) The Company shall use its best efforts to remain qualified to register securities on Form S-3 under the Securities (excluding any Key Holder Registrable Securities) anticipated to have an aggregate sale price (net of underwriting discounts and commissionsAct. So long as the Company shall be so qualified, if any) in excess of $1,000,000 the Holders shall have the right to request any number of registrations on Form S-3 S-3. Upon the written request of each Holder (or any successor form) for the Registrable Securities held by such requesting holder or holders; provided, however, that the Company (i) is then eligible including a statement as to use such Form S-3 (or successor form) and (ii) shall not be required to file more than two (2) such registration statements on Form S-3 (or any successor form) in any twelve (12) month period. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder Holder or holders. The Holders), to register all or a portion of its Registrable Securities on Form S-3 (the “Form S-3 Request”) the Company shall give notice shall, as soon as practicable upon receipt of the Form S-3 Request, subject to the provisions of Section 2.3(b) below, use its best efforts to cause to be registered under the Securities Act on Form S-3 all other holders of the Registrable Securities of that each such Holder has requested to be registered. (b) Notwithstanding the receipt of foregoing, if the Company shall furnish to Holders requesting a request for registration Form S-3 Registration Statement pursuant to this Section 3 and such holders 2.3 a certificate signed by the Chairman of Registrable Securities shall then have thirty (30) days the Board, stating that in the good faith judgment of the Board it would be materially detrimental to notify the Company in writing of their desire and its stockholders for such Registration Statement to participate in become effective, the registration. The Company shall use its reasonable best efforts have the right to effect promptly the registration of all shares on Form S-3 (or any successor form) defer taking action with respect to such filing to the extent requested by of any such holders. The circumstances; provided, however, that under no circumstances shall the Company shall use its reasonable best efforts to keep such defer registration statement effective until the earlier of for more than ninety (90) days or until such holders have completed days. The provisions of the distribution described in such registration statementpreceding sentence shall not apply to a Special Demand Registration.

Form S-3. An Investor or Investors holding Registrable Securities (excluding any Key Holder Registrable Securities) anticipated to have an aggregate sale price (net of underwriting discounts and commissions, if any) in excess of $1,000,000 shall have the right to request any number of registrations on Form S-3 (or any successor form) for the Registrable Securities held by such requesting holder or holders; provided, however, that the Company (i) is then eligible to use such Form S-3 (or successor form) and (ii) shall not be required to file more than two (2) such registration statements on Form S-3 (or any successor form) in any twelve (12) month period. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder or holders. The Company shall give notice to all other holders of the Registrable Securities of the receipt of a request for registration pursuant to this Section 3 and such holders of Registrable Securities shall then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. The Company shall use its reasonable best efforts to effect promptly the registration of all shares on Form S-3 (or any successor form) to the extent requested by such holders. The Company shall use its reasonable best efforts to keep such registration statement effective until the earlier of ninety (90) days or until such holders have completed the distribution described in such registration statement.. ​

Form S-3. After the first public offering of its securities registered under the Securities Act, the Company shall use its best efforts to qualify and remain qualified to register securities pursuant to a registration statement on Form S-3 (or any successor form) under the Securities Act. An Investor or Investors holding Registrable Securities (excluding any Key Holder Registrable Securities) anticipated to have an aggregate sale price (net of underwriting discounts and commissions, if any) in excess of $1,000,000 500,000 shall have the right to request any number of registrations on Form S-3 (or any successor form) for the Registrable Securities held by such requesting holder or holders; provided, however, that the Company (i) is then eligible to use such Form S-3 (or successor form) and (ii) shall not be required to file more than two (2) such registration statements on Form S-3 (or any successor form) in any twelve (12) month period. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder or holders. The Company shall give notice to all other holders of the Registrable Securities of the receipt of a request for registration pursuant to this Section 3 and such holders of Registrable Securities shall then have thirty twenty (3020) days to notify the Company in writing of their desire to participate in the registration. The Company shall use its reasonable best efforts to effect (i) promptly cause the effectiveness of the registration statement of all shares on Form S-3 (or any a comparable successor form) to the extent requested by such holders. The Company shall use its reasonable best efforts to , and (ii) keep such registration statement effective until the earlier of ninety one-hundred eighty (90180) days or until such holders have completed the distribution sales described in such registration statement.

Form S-3. An Investor If the Company's stock becomes publicly traded, the Company shall use its best efforts to qualify for registration on Form S-3 and to that end the Company shall register (whether or Investors holding not required by law to do so) the Common Stock under the 1934 Act within six (6) months following the effective date of the first registration of any securities of the Company on Form S-1. After the Company has qualified for the use of Form S-3, the Holders of Registrable Securities (excluding any Key Holder Registrable Securities) anticipated to have an aggregate sale price (net of underwriting discounts and commissions, if any) in excess of $1,000,000 shall have the right to request any number of registrations on Form S-3 (or any successor form) for the Registrable Securities held by such requesting holder or holders; provided, however, that the Company (i) is then eligible to use such Form S-3 (or successor form) and (ii) shall not be required to file more than two (2) such registration statements on Form S-3 (or any successor form) in any twelve (12) month period. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder or holdersthereafter under this Section 1.9. The Company shall give notice to all other holders Holders of the Registrable Securities of the receipt of a request for registration pursuant to this Section 3 1.9 and such holders of Registrable Securities shall then have thirty (30) days to notify the Company in writing of their desire provide a reasonable opportunity for other Holders to participate in the registration. The Subject to the foregoing, the Company shall will use its reasonable best efforts to effect promptly as soon as practicable the registration of all shares of Registrable Securities on Form S-3 (or any successor form) to the extent requested by such holders. The the Holder or Holders thereof for purposes of disposition; provided, however, that the Company shall use its reasonable best efforts not be obligated to keep effect any such registration statement effective until (i) if the earlier Holders, together with the holders of ninety (90) days or until such holders have completed any other securities of the distribution described Company entitled to inclusion in such registration statement.registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000.00, (ii) if the Company shall furnish to such Holders a certificate signed by the President of the Company, stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company and its stockholders

Form S-3. An Investor or Investors holding Registrable Securities (excluding any Key Holder Registrable Securities) anticipated to have an aggregate sale price (net of underwriting discounts and commissions, if any) in excess of $1,000,000 shall have the right to request any number of registrations on Form S-3 (or any successor form) for the Registrable Securities held by such requesting holder or holders; provided, however, that the Company (i) is then eligible to use such Form S-3 (or successor form) and (ii) shall not be required to file more than two (2) such registration statements on Form S-3 (or any successor form) in any twelve (12) month period. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder or holders. The Company shall give notice to all other holders of the Registrable Securities of the receipt of a request for registration pursuant to this Section 3 and such holders of Registrable Securities shall then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. The Company shall use its reasonable best efforts to effect promptly the registration of all shares on Form S-3 (or any successor form) to the extent requested by such holders. The Company shall use its reasonable best efforts to keep such registration statement effective until the earlier of ninety (90) days or until such holders have completed the distribution described in such registration statement.

Form S-3. An Investor If the Company becomes eligible to use Form S-3 under the Securities Act or Investors holding Registrable Securities (excluding any Key Holder Registrable Securities) anticipated a comparable successor form, the Company shall use its best efforts to have an aggregate sale price (net continue to qualify at all times for registration of underwriting discounts and commissionsits capital stock on Form S-3 or such successor form. In addition to their rights under Section 2 hereof, if any) in excess one or more of $1,000,000 the Holders shall have the right to request any number and have effected registrations of registrations shares of Registrable Securities from time to time on Form S-3 (or any such successor form) form for the a public offering of shares of Registrable Securities held by (such requesting holder or holders; provided, however, that the Company (i) is then eligible to use such Form S-3 (or successor form) and (ii) shall not be required to file more than two (2) such registration statements on Form S-3 (or any successor form) in any twelve (12) month period. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder or holdersHolders). The Company shall give notice to all other holders of the Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 3 and shall provide a reasonable opportunity for such holders of Registrable Securities shall then have thirty (30) days to notify the Company in writing of their desire Holders to participate in the such a registration. The Subject to the foregoing, the Company shall will use its reasonable best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 (or any such successor form) form to the extent requested by the Holder or Holders thereof; PROVIDED, HOWEVER, that the Company will not be obligated to effect such holdersa registration for Registrable Securities having an aggregate anticipated offering price of less than $2,500,000. The If so requested by any Holder in connection with a registration under this Section 3, the Company shall use its reasonable best efforts take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415, and to keep such registration statement effective until the earlier of ninety (90) for 180 days or until all of such holders have completed the distribution described in such registration statement.Holder's Registrable Securities registered

Form S-3. An Investor If the Company becomes eligible to use Form S-3 under the Securities Act or a comparable successor form, the Company shall use its best efforts to continue to qualify at all times for registration of its capital stock on Form S-3 or such successor form. In addition to their rights under Section 4.2 hereof, the Outside Investors holding Registrable Securities (excluding any Key Holder Registrable Securities) anticipated to have an aggregate sale price (net of underwriting discounts and commissions, if any) in excess of $1,000,000 shall have the right to request any number and have effected registrations of registrations Registrable Securities on Form S-3 (or any such successor form) form for the a public offering of shares of Registrable Securities held by having an aggregate proposed offering price of not less than $2,000,000 (such requesting holder or holders; provided, however, that the Company (i) is then eligible to use such Form S-3 (or successor form) and (ii) shall not be required to file more than two (2) such registration statements on Form S-3 (or any successor form) in any twelve (12) month period. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder or holdersthe Outside Investors). The Company shall give notice to all other holders of the Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 3 4.3 and upon the written request of any such holders of Registrable Securities shall then have thirty (30) days Holder delivered to notify the Company in writing of their desire to participate in within 20 days after receipt from the registration. The Company, the Company shall use its reasonable best efforts to effect promptly cause such of the registration of all shares Registrable Securities as may be required by any Holder to be registered under the Securities Act on Form S-3 (or any successor form) to the extent ). If so requested by such holders. The the Holders initiating the demand under this Section 4.3, the Company shall use its reasonable best efforts take such steps as are required to register the requesting Holders' Registrable Securities for sale on a delayed or continuous basis under Rule 415 and to keep such registration statement effective until the earlier of ninety (90) for 120 days or until all of such holders have completed Holders' Registrable Securities registered thereunder are sold, whichever is shorter. All expenses incurred in connection with a registration requested pursuant to this Section 4.3 (other than underwriting and selling commissions attributable to the distribution described in such registration statementRegistrable Securities) and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company.

Form S-3. An Investor or Investors holding Subject to the terms of this Agreement, holders of Registrable Securities (excluding any Key Holder Registrable Securities) Common Stock anticipated to have an aggregate sale price (net of underwriting discounts and commissions, if any) in excess of $1,000,000 5,000,000 shall have the right right, at any time when the Company is eligible to request any number of registrations register securities on Form S-3 (or any successor form) for the Registrable Securities held by such requesting holder or holders; provided, however, that form thereto to require the Company (i) is then eligible to use such Form S-3 (or successor form) and (ii) shall not be required to file more than two (2) such registration statements statements, including a shelf registration statement, and if the Company is a WKSI, an automatic shelf registration statement, on Form S-3 (or any successor form) in form under the Securities Act covering all or any twelve (12) month periodpart of their and their affiliates’ Registrable Common Stock, by delivering a written request to the Company. Such requests request shall be in writing and shall state the number of shares of Registrable Securities Common Stock to be disposed of and the intended method of disposition of such shares by such holder or holders. The Company shall give notice to all other holders of the Registrable Securities Common Stock of the receipt of a request for registration pursuant to this Section 3 2(b) and such holders of Registrable Securities Common Stock shall then have thirty five (305) days to notify the Company in writing of their desire to participate in the registration. The Company shall use its reasonable best efforts to promptly effect promptly the registration of all shares on Form S-3 (or any a comparable successor form) to the extent requested by such holders. The Company shall use its reasonable best efforts to keep such registration statement effective until the earlier of ninety (90) 90 days or until such holders have completed the distribution described in such registration statement.. The Trusts shall have the same suspension and withdrawal rights described in

Form S-3. An Investor or Investors holding Registrable (a) The Company shall use its best efforts to remain qualified to register securities on Form S-3 under the Securities (excluding any Key Holder Registrable Securities) anticipated to have an aggregate sale price (net of underwriting discounts and commissionsAct. So long as the Company shall be so qualified, if any) in excess of $1,000,000 the Holders shall have the right to request any number of registrations on Form S-3 S-3. Upon the written request of each Holder (or any successor form) for the Registrable Securities held by such requesting holder or holders; provided, however, that the Company (i) is then eligible including a statement as to use such Form S-3 (or successor form) and (ii) shall not be required to file more than two (2) such registration statements on Form S-3 (or any successor form) in any twelve (12) month period. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder Holder or holders. The Holders), to register all or a portion of its Registrable Securities on Form S-3 (the “Form S-3 Request”) the Company shall give notice shall, as soon as practicable upon receipt of the Form S-3 Request, subject to the provisions of Section 2.3(b) below, use its best efforts to cause to be registered under the Securities Act on Form S-3 all other holders of the Registrable Securities of that each such Holder has requested to be registered. (b) Notwithstanding the receipt of foregoing, if the Company shall furnish to Holders requesting a request for registration Form S-3 Registration Statement pursuant to this Section 3 and such holders 2.3 a certificate signed by the Chairman of Registrable Securities shall then have thirty (30) days the Board, stating that in the good faith judgment of the Board it would be materially detrimental to notify the Company in writing of their desire and its stockholders for such Registration Statement to participate in become effective, the registration. The Company shall use its reasonable best efforts have the right to effect promptly the registration of all shares on Form S-3 (or any successor form) defer taking action with respect to such filing to the extent requested by of any such holders. The circumstances; provided, however, that under no circumstances shall the Company shall use its reasonable best efforts to keep such defer registration statement effective until the earlier of for more than ninety (90) days or until such holders have completed the distribution described in such registration statementdays.

Form S-3. An Investor After the first public offering of its securities registered under the Securities Act, the Company shall use its best efforts to qualify and remain qualified to register securities pursuant to a registration statement on Form S-3 (or Investors any successor form) under the Securities Act. A Stockholder or Stockholders holding Registrable Securities (excluding any Key Holder Registrable Securities) anticipated to have an aggregate sale price (net of underwriting discounts and commissions, if any) in excess of $1,000,000 500,000 shall have the right to request any number of registrations on Form S-3 (or any successor form) for the Registrable Securities held by such requesting holder or holders; provided, however, that the Company (i) is then eligible to use such Form S-3 (or successor form) and (ii) shall not be required to file more than two (2) such registration statements on Form S-3 (or any successor form) in any twelve (12) month period. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder or holders. The Company shall give notice to all other holders of the Registrable Securities of the receipt of a request for registration pursuant to this Section 3 and such holders of Registrable Securities shall then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. The Company shall use uses its reasonable best efforts to effect promptly the registration of all shares on Form S-3 (or any a comparable successor form) to the extent requested by such holders. The Company shall use its reasonable best efforts to keep such registration statement effective until the earlier of ninety (90) 90 days or until such holders have completed the distribution described in such registration statement.