Common use of Registration on Form S-3 Clause in Contracts

Registration on Form S-3. (a) If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000, and the Company is then entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: (1) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities); (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or Holders request of at least twenty percent (20%) of the then outstanding Registrable Securities requests that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of Registrable Securities, the with a reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed at least One Million Dollars ($2,000,0001,000,000), and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: shall use all commercially reasonable efforts to cause such Registrable Securities to be registered for the offering on such form. The Company will (i) promptly give written notice of the proposed registration to all other Holders; and , and (ii) as soon as practicable, but in no event later than sixty (60) days following the request, use its best all reasonable efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 twenty (20) days after such Holder’s receipt of the written notice from the Company; provided. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: : (1i) if in any particular jurisdiction in which the CompanyCompany would be required to execute a general consent to service of process in effecting such registration, within ten qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (10ii) days of in a given twelve month period, after the receipt of the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities); Company has effected two (2) during the period starting with the date sixty such registrations pursuant to subparagraph 1.7(a); or (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3iii) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that that, in the good faith judgment of the Board of Directors Board, it would be seriously detrimental to the Company or its shareholders stockholders for registration statements to be filed in the near future, then the Company’s obligation to use its best all commercially reasonable efforts to file a registration statement shall be deferred for a period not up to exceed 90 ninety (90) days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may shall not utilize the rights provided for defer its obligation in subsections (1) and (2) above and this subsection (3) manner more than once in total in any twelve twelve-month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If the holders of at least one percent (1%) of the Registrable Securities then outstanding or any Holder holder of Series E Registrable Securities or Holders any holder of Novation Registrable Securities shall request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) S-3 or any similar short form registration statement), for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, which would equal or exceed $2,000,000, 1,000,000 and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offeringoffering (or such successor or similar form), the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered on such form for the offering and to cause such Registrable Securities to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Companymay reasonably request; provided, however, that the Company shall not be required to effect more than one (1) registration (which has been declared effective) pursuant to this Section 4.3 in any twelve (12) month period for each of the Holders of the Registrable Securities, the Series E Registrable Securities, and the Novation Registrable Securities held by UHC, respectively, and the Company shall not be required to effect more than two (2) registrations (which have been declared effective) pursuant to this Section 4.3 in any twelve (12) month period for the Holders of the Novation Registrable Securities held by VHA. The provisions of Section 4.1(b) shall be applicable to each registration initiated under this Section 4.3. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 4.3: (1i) in any particular jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process in effecting such registration, qualification or compliance; (ii) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of 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 transaction, or an offering with respect to securities issue are issuable under an employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securitiessimilar plan or agreement); ; (2iii) during the period starting with the date sixty ninety (6090) days prior to the Company’s 's estimated date of filing of, and ending on the date three six (6) months immediately following, the effective date of any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to of securities in a Rule 145 transaction or with respect to securities issued or issuable with respect to an employee benefit planplan or similar plan or arrangement), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for registration statements to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 ninety (90) days from the receipt of the request to file such registration by such Holder or HoldersHolder; provided furtherprovided, however, that the Company may shall not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) exercise such right more than once in total in any twelve (12) month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or Holders request that the The Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000, and the Company is then entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable qualify for registration on Form S-3 or any comparable or successor form or forms, and to that end the Company shall register (whether or not required by law to do so) the Common Stock under the Exchange Act in accordance with the provisions of the Exchange Act following the closing of the first registration of any securities of the Company on Form ▇▇-▇, ▇-▇ or any comparable or successor form. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Agreement, the Holders of Registrable Securities shall have unlimited rights to request from time to time registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders) provided that in each case the aggregate proceeds of such registration (including, without limitation, the execution of an undertaking are expected to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Companyexceed $500,000; provided, however, that the Company shall not be required to effect more than two registrations pursuant to this Section 8 in any six (6) month period. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.78: (1i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety sixty (9060) days of receipt of such request (other than with respect to a registration statement relating to of securities in a Rule 145 transaction or with respect to an employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securitiesplan); (2iii) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months 90 days immediately following, following the effective date of of, any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to 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 be filed and become effective; or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for registration statements to be filed in the near future, then in which case the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 ninety (90) days from the receipt of the request to file such registration by such Holder or Holders; , provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and exercise this subsection (3) deferral right more than once in total in any twelve per twelve-month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a1) If any Holder or In case the Company shall receive from Initiating Holders a written request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of Registrable Securities, Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, which would exceed $2,000,000250,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such ADS Shareholder or ADS Shareholders may reasonably request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Company; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section in any six month period. If such offering is to be an underwritten offering, the underwriters shall be selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. The Company shall inform the other ADS Shareholders of the proposed registration and offer them the opportunity to participate. (2) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 0: (1vi.) if Following the Companyfiling of, within ten (10) and for 180 days immediately following the effective date of, any registration statement pertaining to securities of the receipt Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the request for Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (vii.) Within six months after the Company has effected such a registration pursuant to this Section 1.7subsection 0, gives and such registration has been declared or ordered effective; or (viii) If the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company (A) giving notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety Commission, or (90B) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities); (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing ofstating that, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors Directors, it would be seriously detrimental to the Company or its shareholders stockholders for a registration statements statement to be filed in the near future, then the Company’s 's obligation to use its best commercially reasonable efforts to file a registration statement shall may be deferred one or more times for a period not to exceed 90 days from in the receipt aggregate. (ix.) More than two years after the date of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections this Agreement. (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1d), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, Securities the reasonably anticipated aggregate offering price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,0001,000,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Companymay reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 2.6 in any six (6) month period or in excess of three registrations under this Section 2.6. The substantive provisions of Section 2.4(b) shall be applicable to each registration initiated under this Section 2.6. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 2.6: (1i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of 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 transaction, an employee benefit plan offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); ; (2iii) during the period starting with the date sixty (60) days prior to the Company’s 's estimated date of filing of, and ending on the date three six (6) months immediately following, the effective date of any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to 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 be filed and become effective; or or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then in which case the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 one hundred twenty (120) days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve monthsHolder.

Registration on Form S-3. (a) If at any Holder or Holders time (i) the holders of the Registrable Securities constituting at least twenty percent (20%) of the total Registrable Securities then outstanding request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) thereto for a public offering of all or any portion of the shares of Registrable SecuritiesSecurities held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, which would exceed $2,000,000, 5,000,000 and (ii) the Company is then a registrant entitled to use Form S-3 under applicable Commission rules or any successor form thereto to register such shares, then the Company shall use its best efforts to register the offer and resale of the number of shares of Registrable Securities specified in such notice under the Securities Act on Form S-3 or any successor form thereto, for public sale in accordance with the method of disposition specified in such an offering, notice. Whenever the Company will: (i) promptly give written notice of the proposed registration is required by this Section 6.5 to all other Holders; and (ii) use its best efforts to effect as soon as practicable such the registration (of Registrable Securities, each of the applicable procedures and requirements of Sections 6.3 and 6.4, including, without limitationbut not limited to, the execution requirement that the Company notify all holders of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified from whom notice has not been received and provide them with the opportunity to participate in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Company; offering (provided, however, that the Company holders shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: have no more than fifteen (1) if the Company, within ten (1015) days of the receipt of the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities); (2) during the period starting with the date sixty (60) days prior reply to the Company’s estimated date of filing of, and ending on notice in order to participate in the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit planoffering), provided that the Company is actively employing in good faith all reasonable efforts shall apply to cause such registration statement to be filed and become effective; orregistration. (3b) if the The Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a qualify for registration statement on Form S-3 or any successor form or forms and to that end the Company shall be deferred for a period register (whether or not required by law to exceed 90 days from do so) the receipt Common Stock under the Exchange Act in accordance with the provisions of that Act following the effective date of the request to file such first registration by such Holder or Holders; provided further, however, that of any securities of the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in on Form S-1 or any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve monthscomparable or successor form.

Registration on Form S-3. (a) If any Holder or Holders request of at least twenty percent (20%) of the then outstanding Registrable Securities or Bayer or any assignee thereof in accordance with the Warrant Agreement requests that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed One Million Dollars ($2,000,0001,000,000), and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: shall use its commercially reasonable best efforts to cause such Registrable Securities to be registered for the offering on such form. The Company will (i) promptly give written notice of the proposed registration to all other Holders; and , and (ii) as soon as practicable, but in no event later than sixty (60) days following the request, use its commercially reasonable best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 twenty (20) days after receipt of the written notice from the Company; provided. The substantive provisions of Subsection 2.5(b) shall be applicable to each registration initiated under this Subsection 2.7. (b) Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: Subsection 2.7: (1i) if in any particular jurisdiction in which the CompanyCompany would be required to execute a general consent to service of process in effecting such registration, within ten qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (10ii) days of in a given twelve month period, after the receipt of the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities); Company has effected two (2) during the period starting with the date sixty such registrations pursuant to subparagraph 2.7(a); or (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3iii) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that that, in the good faith judgment of the Board of Directors Board, it would be seriously detrimental to the Company or its shareholders stockholders for registration statements to be filed in the near future, then the Company’s obligation to use its commercially reasonable best efforts to file a registration statement shall be deferred for a period up to two periods of sixty (60) days each, such sixty (60) day periods not to exceed 90 one hundred twenty (120) days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the . The Company may shall not utilize the rights provided for defer its obligation in subsections (1) and (2) above and this subsection (3) manner more than once in total in any twelve twelve-month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any In addition to the rights set forth in Sections 2.1 and 2.2, if a Purchaser or a Preference Holder or Holders request requests that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) ("FORM S-3") for a public offering of shares of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its reasonable best efforts to effect cause such shares to be registered for the offering as soon as practicable such on Form S-3. The procedures and other limitations for effecting the registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of on Form S-3, including the procedure used for any Holder or Holders joining underwriting limitation, shall be as set forth in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the CompanySection 2.1(b) above; provided, however, that (i) there shall not be any limit on the number of registrations that may be requested by the Participating Holders on Form S-3 and (ii) the Company shall not be obligated to effect a registration under this Section 2.5 only if the minimum estimated dollar value of any offering of Registrable Securities pursuant to the provisions of this Section 2.5 is at least $5,000,000. The Company agrees to take any such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Stockholders to utilize Form S-3 for the sale of its Registrable Securities, such action to effect any be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective. (b) If the Company receives a registration request pursuant to Section 2.5(a), the Company shall give written notice of such request to all of the Stockholders (other than the Stockholder who has requested a registration pursuant to this Section 1.7: 2.5(a)) as far in advance as practicable (1but not less than 15 Business Days) if before the anticipated filing date of such Form S-3, and such notice shall describe the proposed registration and offer such Stockholders the opportunity to register the number of Registrable Securities as each such Stockholder may request in writing to the Company, given within ten (10) days Business Days after their receipt from the Company of written notice of such registration. If requested by the receipt of Purchasers or the request for Preference Holders, in each case, who has initiated the registration pursuant to this Section 1.72.5(a), gives notice of its bona fide intention such registration shall be pursuant to effect Rule 415 under the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with Securities Act. With respect to a registration statement relating pursuant to a Rule 145 transaction or an employee benefit plan or any other registration which is not appropriate for the registration of Registrable SecuritiesSection 2.5(a); (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Company shall (i) include in such offering the Registrable Securities of the Company Participating Holders and (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all ii) use its reasonable best efforts to cause such registration statement to be filed and become effective; or (3) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental pursuant to the Company or its shareholders for registration statements provisions of this Section 2.5(a) to be filed in the near futurebecome and remain effective as soon as practicable, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total but in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), event not later than 60 days after it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve monthsreceives a request therefor.

Registration on Form S-3. (ai) If In addition to the rights provided in Section 7.01(a), subject to a limit of one (1) registration hereunder in any Holder six (6) month period, if at any time (A) any holder or Holders holders of the Registrable Securities request that the Company file a registration statement on Form S-3 (or any comparable or successor form to Form S-3) thereto for a public offering of all or any portion of the shares of Registrable SecuritiesSecurities held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, which would exceed US $2,000,000500,000, and (B) the Company is then a registrant entitled to use Form S-3 under applicable Commission rules or any comparable or successor form thereto to register the Registrable Securities for such an offeringshares, then the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued register under the Securities Act and on Form S-3 or any other governmental requirements comparable or regulations) as may be so requested and as would permit or facilitate successor form thereto, for public sale in accordance with the sale and distribution method of all or such portion of such Registrable Securities as are disposition specified in such requestnotice, together with the number of shares of Registrable Securities specified in such notice. (ii) Following receipt of any notice under this Section 7.01(b), the Company shall immediately notify all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or such any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within 45 days of its receipt of such notice, the number of shares of Registrable Securities of any Holder or Holders joining specified in such request as are specified notice (and in a written request all notices received by the Company from other holders within 15 thirty (30) days after the receipt of such notice by such holders). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 7.01(b) after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or 90 days after the effective date of such registration statement. (iii) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 7.01(b) and the Company shall include such information in the written notice from the Company; provided, however, that the Company shall not be obligated referred to take in paragraph (ii) above. The right of any action holder to effect any such registration pursuant to this Section 1.7:7.01(b) shall be conditioned upon such holder's agreeing to participate in such underwriting and to permit inclusion of such holder's Registrable Securities in the underwriting. If such method of disposition is an underwritten public offering, the holders of at least a majority in interest of the shares of Registrable Securities to be sold in such offering may designate the managing underwriter of such offering, which managing underwriter shall be reasonably acceptable to the Company. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds. (1iv) if the Company, within ten (10) days of the receipt of the request for A registration statement filed pursuant to this Section 1.77.01(b) may, gives subject to the following provisions, include (A) shares of Common Stock for sale by the Company for its own account, (B) shares of Common Stock held by officers or directors of the Company and (C) shares of Common Stock held by persons who are entitled to include such shares in such registration (the "Other Shareholders"), in each case for sale in accordance with the method of disposition specified by the requesting holders; PROVIDED, HOWEVER, that if the number of shares so included pursuant to clauses (A), (B) and (C) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed to be a registration in accordance with Section 7.01(a). If such registration shall be underwritten, the Company, such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, then the shares of Common Stock held by officers or directors (other than Registrable Securities) of the Company or by Other Shareholders (other than Registrable Securities) and shares of Common Stock to be sold by the Company for its own account shall be excluded from such registration to the extent so required by such managing underwriter, and unless the holders of such shares and the Company have otherwise agreed in writing, such exclusion shall be applied first to the shares held by the directors and officers and the Other Shareholders to the extent required by the managing underwriter, then to the shares of Common Stock of the Company to be included for its own account to the extent required by the managing underwriter. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 7.01(a), then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice of its bona fide intention to effect the filing of a Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the Commission within ninety (90) days date of receipt of such request (other than with respect a notice from requesting holders pursuant to a registration statement relating to a Rule 145 transaction or an employee benefit plan or any other registration which is not appropriate for this Section 4.3 until the completion of the period of distribution of the registration of Registrable Securities); (2) during the period starting with the date sixty (60) contemplated thereby or 120 days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, after the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan)such registration, provided that the Company whichever is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve monthslater.

Registration on Form S-3. (a) If any Holder or Holders request that the The Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000, and the Company is then entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such qualify for registration (includingon Form S-3, without limitationand to that end, the execution Company shall comply with the reporting requirements of an undertaking the Exchange Act following the effective date of the first registration of any securities of the Company for a registered public offering. After the Company has qualified for the use of Form S-3, each holder of Registrable Securities shall have the right to file post-effective amendmentsrequest two registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of, appropriate qualification under applicable blue sky or other state securities laws which shall be at least 50,000 shares of Common Stock, as appropriately adjusted for any recapitalizations, stock combinations, stock dividends, stock splits and appropriate compliance with applicable regulations issued under the Securities Act like, and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution intended method of all or such portion disposition of such Registrable Securities as are specified in shares by each such requestholder), together with all or such portion of subject only to the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Company; provided, however, that the following limitations: 3.3.1 The Company shall not be obligated to take any action cause a registration on Form S-3 to become effecitve prior to one hundred eighty (180) days following the effective date of a Company-initiated registration (other than a registration effected solely to qualify an employee benefit plan or to effect any a business combination pursuant to Rule 145), provided that the Company shall use its best efforts to achieve such effectiveness promptly following such one hundred eighty (180) day period; 3.3.2 The Company shall not be required to effect more than one registration pursuant to this Section 1.7:3.3 within any 12-month period; (1) 3.3.3 The Company may postpone any demand registration on Form S-3 by up to 180 days if it believes in its good faith judgment, and after consultation with its investment bankers, that such demand registration will be detrimental to the Company, within ten (10) ; and 3.3.4 The Company shall not be required to maintain and keep any such registration on Form S-3 effective for a period exceeding 90 days from the effective date thereof. The Company shall give notice to all Preferred Holders and all holders of registration rights under any other agreement of the Company granting Form S-3 or similar demand registration rights of the receipt of the a request for registration pursuant to this Section 1.7, gives notice of its bona fide intention 3.3 and shall provide a reasonable opportunity for all such other holders to effect participate in 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities); (2) during the period starting with the date sixty (60) days prior registration. Subject to the Company’s estimated date of filing of, and ending on the date three months immediately followingforegoing, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s obligation to will use its best efforts to file effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Preferred Holder or Preferred Holders thereof for purposes of disposition. In the event the Underwriter determines that market factors require a registration statement limitation on the number of shares to be underwritten, then shares shall be deferred for a period not to exceed 90 days excluded from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that and underwriting pursuant to the Company may not utilize the rights provided for method described in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve monthsSection 3.1.2.

Registration on Form S-3. In addition to the rights set forth above, if the Holder(s) holding at least twenty-five percent (a25%) If any Holder or Holders of the Registrable Securities request in writing that the Company file a registration statement on Form S-3 (S-3, or any successor form to Form S-3successors thereto (a “Follow-On Registration”) for a public offering of shares of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000, Securities and the Company is then entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its reasonable best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file filing post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion Act). The Company will promptly give written notice of the request for the proposed registration to all other Holders and include all Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 thirty (30) days after receipt of the such written notice from the Company; provided. The written request of a Holder may specify that all or part of such Holder’s Registrable Securities will be included in such registration. If the Follow-On Registration is for an underwritten offering, howeverthe provisions of Section 2(b) shall apply to such registration. Notwithstanding the foregoing, that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance, pursuant to this Section 1.76: (1a) if in any particular jurisdiction in which the CompanyCompany would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within ten (10) days of qualification or compliance unless the receipt of Company is already subject to such service in such jurisdiction and except as may be required by the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities);Securities Act; or (2b) during the period starting with the date sixty thirty (6030) days prior to the Company’s estimated date of filing offiling, and ending on the date three months one hundred and eighty (180) days immediately following, following the effective date of any registration statement pertaining to Securities securities of the Company (other than a registration of securities in a Rule 145 Transaction or with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or Holders request requests that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000500,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 1.7 in any twelve (12) month period. The Company will (i) promptly give written notice of the proposed registration to all other Holders; and , and (ii) as soon as practicable, use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 twenty (20) days after receipt of the such written notice from the Company; provided. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: : (1i) if in any particular jurisdiction in which the CompanyCompany would be required to execute a general consent to service of process in effecting such registration, within ten qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, (10ii) days of during the receipt of period ending on a date three (3) months following the request for registration pursuant to this Section 1.7effective date of, 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 transaction, an employee benefit plan offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); , or (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3iii) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that that, in the good faith judgment of the Board of Directors Directors, it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a single period not to exceed 90 one hundred twenty (120) days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any In case the Company shall receive from a Holder or Holders of at least 20% of the Registrable Shares a written request or requests that the Company file effect a registration statement on Form S-3 (or any successor similar form to Form S-3promulgated by the Securities and Exchange Commission) for of all or a public offering part of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000, and the Company is then entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for owned by such an offeringHolder or Holders, the Company will: (ia) promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all other Holders; and (iib) use its best efforts to effect as soon as practicable practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act all such qualifications and any other governmental requirements or regulations) 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 Shares as are specified in such request, together with all or such portion of the Registrable Securities Shares of any other Holder or Holders joining in such request as are specified in a written request received by the Company given within 15 days after receipt of the such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance, pursuant to this Section 1.7: 2.3: (1) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which Form S-3 is not appropriate available for such offering by the registration of Registrable Securities); (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction Holders or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts not eligible to cause use Form S-3 for such registration statement to be filed and become effectiveoffering by the Holders; or (32) if the Company shall furnish to such Holder or the Holders a certificate signed by the President Chairman of the Board of the Company stating that in the good good-faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company or and its shareholders stockholders for registration statements such Form S-3 Registration to be filed effected at such time, in which event the near future, then Company shall have the Company’s obligation right to use its best efforts to file a defer the filing of the Form S-3 registration statement shall be deferred for a period of not to exceed more than 90 days from the after receipt of the request to file such registration by such of the Holder or HoldersHolders under this Section 2.3; provided furtherprovided, however, that the Company may shall not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) right more than once in total in any twelve 12-month period. For ; (3) if the avoidance Holders are otherwise eligible to sell all of doubt, their Registrable Shares within a 90-day period under Rule 144 of the Securities Act; (4) if the Company utilizes has already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Shares and other securities so requested to be registered as soon as practicable after receipt of the rights provided for in subsections (1), (2) and (3), it request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not have the right be counted as a demand for registration effected pursuant to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve monthsSection 2.1 or 2.2.

Registration on Form S-3. (a) If any Holder or Initiating Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-35-3) for a public offering of shares of the Registrable Securities, Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000500,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: shall (i) promptly give written notice of the proposed registration to all other Holders; and , and (ii) as soon as practicable, use its best all reasonable efforts to effect as soon as practicable such registration registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within 15 twenty (20) days after receipt of the such written notice from the Company, use all reasonable efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the Initiating Holders may reasonably request; provided, however, that the Company shall not be obligated to effect more than four (4) registrations under this Section 7. The substantive provisions of Section 6.2, excluding all provisions relating to the rights of the Underwriter to exclude certain percentages of Registrable Securities for a subject offering, shall be applicable to each registration initiated under this Section 7. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 7: (1i) more than once in any twelve (12) month period; (ii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (iii) if the Company, within ten (10) days of the receipt of the request for registration of Initiating Holders pursuant to this Section 1.77, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety sixty (9060) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction or transaction, an employee benefit plan offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); ) in which such Holders can exercise their rights pursuant to Section 6 hereof; or (2iv) during the period starting with the date sixty (60) days prior to the Company’s 's estimated date of filing of, and ending on the date three (3) months immediately following, the effective date of any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; orother (3c) if the Company Registrations effected pursuant to this Section 7 shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would not be seriously detrimental to the Company or its shareholders counted as demands for registration statements or registrations effected pursuant to be filed in the near futureSection 5 or Section 6, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve monthsrespectively.

Registration on Form S-3. (a) If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) ), or any similar short form registration statement, for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, which net of underwriting discounts and commissions, would exceed $2,000,000, 1,000,000 and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered on such form for the offering and to cause such Registrable Securities to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Companymay reasonably request; provided, however, that the Company shall not be required to effect more than three (3) registrations (which have been declared effective and pursuant to which all securities registered thereunder have been sold) pursuant to this Section 3.3 or more than one (1) such registration in any 12 month period. After the Company’s first public offering of its securities, the Company will use its best efforts to qualify for Form S-3 registration or a similar short-form registration. The provisions of Section 3.1(b) shall be applicable to each registration initiated under this Section 3.3. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.73.3: (1i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of 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 transaction, or an employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securitiesoffering solely to employees); (2iii) during the period starting with the date sixty ninety (6090) days prior to the Company’s estimated date of filing of, and ending on the date three (3) months immediately following, the effective date of any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to 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 be filed and become effective; or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or HoldersHolder; provided furtherprovided, however, that the Company may shall not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) exercise such right more than once in total in any twelve twelve-month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000, and the Company is then entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: (1) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities); (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If at any Holder or Holders time (i) the holders of the Registrable Securities constituting at least twenty percent (20%) of the total Registrable Securities then outstanding request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) thereto for a public offering of all or any portion of the shares of Registrable SecuritiesSecurities held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, which would exceed $2,000,000, 5,000,000 and (ii) the Company is then a registrant entitled to use Form S-3 under applicable Commission rules or any successor form thereto to register such shares, then the Company shall use its best efforts to register the offer and resale of the number of shares of Registrable Securities specified in such notice under the Securities Act on Form S-3 or any successor form thereto, for public sale in accordance with the method of disposition specified in such an offering, notice. Whenever the Company will: (i) promptly give written notice of the proposed registration is required by this Section 6.6 to all other Holders; and (ii) use its best efforts to effect as soon as practicable such the registration (of Registrable Securities, each of the applicable procedures and requirements of Sections 6.3 and 6.4, including, without limitationbut not limited to, the execution requirement that the Company notify all holders of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified from whom notice has not been received and provide them with the opportunity to participate in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Company; offering (provided, however, that the Company holders shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: have no more than fifteen (1) if the Company, within ten (1015) days of the receipt of the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities); (2) during the period starting with the date sixty (60) days prior reply to the Company’s estimated date of filing of, and ending on notice in order to participate in the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit planoffering), provided that the Company is actively employing in good faith all reasonable efforts shall apply to cause such registration statement to be filed and become effective; orregistration. (3b) if the The Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a qualify for registration statement on Form S-3 or any successor form or forms and to that end the Company shall be deferred for a period register (whether or not required by law to exceed 90 days from do so) the receipt Common Stock under the Exchange Act in accordance with the provisions of that Act following the effective date of the request to file such first registration by such Holder or Holders; provided further, however, that of any securities of the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in on Form S-1 or any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve monthscomparable or successor form.

Registration on Form S-3. (ai) If (A) any Holder or Holders representing at least fifteen percent (15%) in interest of the Registrable Securities or (B) Holders of Series C Preferred Stock representing at least ten percent (10%) in interest of the Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) ), or any similar short-term registration statement, for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissionscommissions (if any), would exceed $2,000,000, 1,000,000 and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered on such form for the offering and to cause such Registrable Securities to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Companymay reasonably request; provided, however, that the Company shall not be required to effect more than two registrations pursuant to this Section 2(g) in any twelve (12) month period. After the Company's first public offering of its securities, the Company will use its best efforts to qualify for Form S-3 registration or a similar short-form registration. (ii) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 2(g): (1i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of 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 transaction, or an employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securitiesoffering solely to employees); ; (2iii) during the period starting with the date sixty (60) days prior to the Company’s 's estimated date of filing of, and ending on the date three (3) months immediately following, the effective date of any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to 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 be filed and become effective; or or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for registration statements to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or HoldersHolder; provided furtherprovided, however, that the Company may shall not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) exercise such right more than once in total in any twelve twelve-month period. For The Company shall ensure that its exercise of exceptions to registration under this Section 2(g) is fairly and evenly applied, on a pro-rata basis as appropriate, to all requests for registration originating from holders of any series of Preferred Stock that otherwise meet the avoidance requirements of doubt, if the Company utilizes any of the rights provided for in subsections (1this Section 2(g), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If Commencing two years after the effective date of the Merger, if any Holder or Holders request requests that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form. The Company will (i) promptly give written notice of the proposed registration to all other Holders; and Holders and (ii) as soon as practicable, use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 thirty (30) days after receipt of the such written notice from the Company; provided. If the registration is for a public offering involving an underwriting, howeverthe substantive provisions of Sections 2(b) and 2(c) shall be applicable to each registration initiated under this Section 4. (b) Notwithstanding the foregoing, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 4: (1i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of the Holder, 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 transaction, an employee benefit plan offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); ; (2iii) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the a date three (3) months immediately following, following the effective date of any of, a registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction transaction, an offering solely to employees or an employee benefit planany other registration which is not appropriate for the registration of Registrable Securities), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3iv) if the Company has, within the 12-month period preceding the date of such request, already effected one such registration on Form S-3 for the Holders of a Majority of the Registrable Securities pursuant to this Section 4; (v) if the Company has, within the 12-month period preceding the date of such request, already effected a registration of securities in which the Holders of the Registrable Securities requesting registration pursuant to this Section 4 were entitled to participate to the fullest extent they desired pursuant to Section 2; (vi) if the Holders together with 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 underwriters' discounts and commissions) of less than $250,000; or (vii) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for registration statements to be filed in the near futurefuture or for any disclosure to be made that, then in the opinion of the Board of Directors duly advised by counsel, is required to be made in connection with the offer or sale of Registrable Securities pursuant to such registration, provided that the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 ninety (90) days from the receipt of the request to file such registration by such Holder or Holders; provided Holder, and provided, further, however, that the Company may shall not utilize the rights provided for in subsections (1) and (2) above and exercise its right under this subsection (3) clause to defer such obligation more than once in total in any twelve twelve-month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If In case the Company shall receive from any Holder or Holders of the Registrable Shares a written request or requests that the Company file effect a registration statement on Form S-3 (or any successor similar form promulgated by the Securities and Exchange Commission ("SEC")) and any related qualification or compliance with respect to Form S-3) for all or a public offering part of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000, and the Company is then entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for Shares owned by such an offeringHolder or Holders, the Company will: (ia) promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all other Holders; and (iib) as soon as practicable, use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act all such qualifications and any other governmental requirements or regulations) 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 Shares as are specified in such request, together with all or such portion of the Registrable Securities Shares of any other Holder or Holders joining in such request as are specified in a written request received by the Company given within 15 fifteen (15) days after receipt of the such written notice from the Company; provided. Notwithstanding anything to the contrary, however, that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance , pursuant to this Section 1.7: 1.4: (1i) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which Form S-3 is not appropriate available for such offering by the registration of Registrable Securities); Holders; (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3ii) if the Company shall furnish to such Holder or the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company or and its shareholders stockholders for registration statements such Form S-3 Registration to be filed effected at such time, in which event the near future, then Company shall have the Company’s obligation right to use its best efforts to file a defer the filing of the Form S-3 registration statement shall be deferred for a period of not to exceed 90 more than one hundred twenty (120) days from the after receipt of the request to file such registration by such of the Holder or HoldersHolders under this Section 1.4; provided furtherprovided, however, that the Company may shall not utilize this right more than twice in any twelve (12) month period; (iii) if such Form S-3 Registration covers an offering of Registrable Shares for an aggregate offering price, net of underwriting discounts and commissions, of less than $3,000,000; (iv) if the rights provided for in subsections Company has, within the twelve (112) and month period preceding the date of such request, already effected two (2) above and registrations of Form S-3 for the Holders pursuant to this subsection Section 1.4; or (3v) more than once in total in any twelve month period. For the avoidance of doubt, if particular jurisdiction in which the Company utilizes any would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Shares and other securities so requested to be registered as soon as practicable after receipt of the rights provided for in subsections (1), (2) and (3), it request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not have the right be counted as demands for registration effected pursuant to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1)Sections 1.2 or 1.3, (2) and (3) for twelve monthsrespectively.

Registration on Form S-3. (a) If at any time after the first anniversary of this Agreement, any Holder or Holders request requests that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, Securities the reasonably anticipated aggregate offering price to the public of which, net of underwriting discounts and commissions, would exceed not less than $2,000,000750,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form; PROVIDED, HOWEVER, that the Company shall not be required to effect more than one such registration pursuant to this Section 1.7 in any twelve-month period. The Company will (i) promptly give written notice of the proposed registration to all other Holders; and Holders and (ii) as soon as practicable, use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 thirty (30) days after receipt of the such written notice from the Company; provided. If the registration is for a public offering involving an underwriting, howeverthe substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: : (1i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of the Holder, 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 transaction, an employee benefit plan offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); ; (2iii) during the period starting with the date sixty forty-five (6045) days prior to the Company’s estimated date of filing of, and ending on the a date three months immediately following, sixty (60) days following the effective date of any of, a registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction transaction, an offering solely to employees or an employee benefit planany other registration which is not appropriate for the registration of Registrable Securities), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near futurefuture or for any disclosure to be made that, then in the opinion of the Board of Directors duly advised by counsel, is required to be made in connection with the sale of Registrable Securities pursuant to such registration, provided that the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 ninety (90) days from the receipt of the request to file such registration by such Holder or Holders; provided Holder, and provided, further, however, that the Company may shall not utilize the rights provided for in subsections (1) and (2) above and exercise its right under this subsection (3) clause to defer such obligation more than once in total in any twelve twelve-month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or Holders representing at least 50% of the Registrable Securities request in writing that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000500,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form; PROVIDED, HOWEVER, that the Company shall not be required to effect more than two registrations pursuant to this Section 1.7 in any twelve (12) month period. The Company will (i) promptly give written notice of the proposed registration to all other Holders; and Holders and (ii) as soon as practicable, use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 twenty (20) days after receipt of the such written notice from the Company; provided. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 1.7 (1i) if in any particular jurisdiction in which the CompanyCompany would be required to execute a general consent to service of process in effecting such registration, within ten qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, (10ii) days of during the receipt of period ending on a date three (3) months following the request for registration pursuant to this Section 1.7effective date of, 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 of securities in a Rule 145 transaction Transaction, or a registration on Form S-8 (or any successor form) relating to an employee benefit plan offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); , or (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3iii) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that that, in the good faith judgment of the Board of Directors Directors, it would be seriously detrimental to the Company or its shareholders stockholders for registration statements to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a single period not to exceed 90 ninety (90) days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If After its initial public offering, in addition to the foregoing rights contained in this Section 1, if any Holder or Holders request requests that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, then the Company will: shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form. Thereafter, the Company will (i) promptly give written notice of the proposed registration to all other Holders; and , and (ii) as soon as practicable, use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 twenty (20) days after receipt of the such written notice from the Company; provided. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: : (1i) if in any particular jurisdiction in which the CompanyCompany would be required to execute a general consent to service of process in effecting such registration, within ten qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, (10ii) days of during the receipt of period ending on a date three (3) months following the request for registration pursuant to this Section 1.7effective date of, 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 transaction, an employee benefit plan offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); , or (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3iii) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that that, in the good faith judgment of the Board of Directors Directors, it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred once per year for a period not to exceed 90 ninety (90) days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. After the Qualified IPO, the Company shall use its commercially reasonable best efforts to qualify for, and remain eligible for, registration on Form S-3 or any comparable or successor form. To that end the Company shall register (awhether or not required by law to do so) If its Common Stock under the Exchange Act in accordance with the provisions of the Exchange Act following the effective date of the first registration of any Holder securities of the Company on Form S-1 or any comparable or successor form or forms. In case the Company shall receive from Initiating Holders a written request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3S-3 that permits resales of securities) for a public offering of shares of the Registrable Securities, Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed result in anticipated gross proceeds in excess of $2,000,000500,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company willshall: (ia) promptly give deliver written notice to the other Holders of the proposed registration and offer them the opportunity to all other Holdersparticipate; and (iib) use its best commercially reasonable efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) so as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of to cause such Registrable Securities as are specified to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such Holders may reasonably request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by delivered to the Company within 15 fifteen (15) days after receipt of the such written notice from the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.75.1: (1i) if following the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities); (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months for one hundred eighty (180) days immediately following, following the effective date of of, any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to 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 be filed become effective and become effective; orthat the Company’s estimate of the date of filing such registration statement is made in good faith; (3ii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (iii) after the Company has effected three registrations pursuant to Section 5.1; (iv) if the Company shall furnish to such Holder or the Initiating Holders a certificate signed by the President of the Company stating that (A) in the good faith judgment of the Board of Directors Board, it would be seriously detrimental to the Company or and its shareholders stockholders for such registration statements statement to be filed in on or before the near futuretime filing would be required and it is therefore essential to defer the filing of such registration statement. If such certificate is furnished, then the Company’s obligation Company shall have the right to use its best efforts to file a registration statement shall be deferred defer such filing (but not more than once during any twelve (12) month period) for a period of not to exceed 90 more than ninety (90) days from the after receipt of the request to file such registration by such Holder or of the Initiating Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.or

Registration on Form S-3. (ai) If any Holder or Holders of not less than thirty percent (30%) of the Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of the shares of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, which would equal or exceed Five Hundred Thousand dollars ($2,000,000500,000), and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such request, together with all or jurisdictions as such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Companymay reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 5(c) in any twelve (12) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. In the event the registration is proposed to be part of a firm commitment underwritten public offering, the substantive provisions of Section 5(a)(ii) shall be applicable to each such registration initiated under this Section 5(c). (ii) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7:5(c): (1) a. in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; b. if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of such 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities)request; (2) c. during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months 180 days immediately following, following the effective date of of, any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan)Company, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3) d. if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.the

Registration on Form S-3. (a) If any Holder or Holders request of Registrable Securities requests that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,0005,000,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: shall use its commercially reasonable best efforts to cause such Registrable Securities to be registered for the offering on such form. The Company will (i) promptly give written notice of the proposed registration to all other Holders; and , and (ii) as soon as practicable, but in no event later than sixty (60) days following the request, use its commercially reasonable best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 twenty (20) days after receipt of the written notice from the Company; provided. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7 that is an under written offering. (b) Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: : (1i) if in any particular jurisdiction in which the CompanyCompany would be required to execute a general consent to service of process in effecting such registration, within ten qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (10ii) days of in a given twelve month period, after the receipt of the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities); Company has effected two (2) during the period starting with the date sixty such registrations pursuant to subparagraph 1.7(a); or (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3iii) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that that, in the good faith judgment of the Board of Directors Directors, it would be seriously detrimental to the Company or its shareholders stockholders for registration statements to be filed in the near future, then the Company’s obligation to use its commercially reasonable best efforts to file a registration statement shall be deferred for a period not to exceed 90 one hundred eighty (180) days from the receipt of the request to file such registration by such Holder or Holders; Holders and provided further, however, that the Company may shall not utilize the rights provided for defer its obligation in subsections (1) and (2) above and this subsection (3) manner more than once in total in any twelve twelve-month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) ), or any similar short-form registration statement, for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissionscommissions (if any), would exceed $2,000,000, 1,000,000 and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered on such form for the offering and to cause such Registrable Securities to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Companymay reasonably request; provided, however, that the Company shall not be required to effect more than two registrations pursuant to this Section 2.7 in any twelve (12) month period. After the Company's first public offering of its securities, the Company will use its best efforts to make all filings necessary to qualify for Form S-3 registration or a similar short-form registration. The provisions of Section 2.6(b) shall be applicable to each registration initiated under this Section 2.7. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 2.7: (1i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of 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 transaction, or an employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securitiesoffering solely to employees); ; (2iii) during the period starting with the date sixty (60) days prior to the Company’s 's estimated date of filing of, and ending on the date three (3) months immediately following, the effective date of any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to 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 be filed and become effective; or or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.to

Registration on Form S-3. (a) If any Holder or Holders request Subject to the remainder of this Section 1, and unless Rule 144 is available for effecting the proposed transfer, in the event that the Company files or plans to file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000, Securities and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: shall: (i) promptly give written notice of the proposed registration to all other Holders; and Holders of Registrable Securities and (ii) use its best efforts to effect cause, as soon as practicable such registration (includingpracticable, without limitation, the execution of an undertaking all Registrable Securities to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) be registered as may be so requested for the offering on such form and as would permit or facilitate the sale and distribution of all or such portion of to cause such Registrable Securities as are specified to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by may reasonably request. (b) Notwithstanding the Company within 15 days after receipt of the written notice from the Company; providedforegoing, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: : (1i) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7, 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 employee benefit plan or in any other registration particular jurisdiction in which is not appropriate for the registration of Registrable Securities); (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect would be required to execute a registration statement relating general consent to a Rule 145 transaction service of process in effecting such registration, qualification or an employee benefit plan), provided that compliance unless the Company is actively employing already subject to service in good faith all reasonable efforts to cause such registration statement to jurisdiction and except as may be filed and become effectiverequired by the Securities Act; or or (3ii) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 120 days from the receipt of the request to file such registration by such Holder or Holders; provided furtherHolder, provided, however, that the Company may shall not utilize exercise the rights provided for in subsections right to defer registration granted by this subparagraph (1) and (2) above and this subsection (3b)(ii) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any following the Initial Public Offering an Initiating Holder or Holders shall request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3form) for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules (or any successor form) to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the Initiating Holder shall reasonably request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Company; provided, however, that the Company shall not be required to effect more than two registrations requested by Holders in any 12-month period. The provisions of Section 2(c) and 3(a) shall be applicable to each registration initiated under this Section 4. A registration effected pursuant to this Section 4 shall not be counted as a Demand Registration for purposes of Section 2. The Company agrees to use its best efforts to comply with the requirements of Form S-3 at all times. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.74: (1i) if During the Company, within ten (10) days of period beginning on the receipt of the request for registration pursuant to this Section 1.7, gives notice of its bona fide intention to effect the filing of date a registration statement with is filed by the Commission within ninety (90) days of receipt of such request (other than with respect Company to effect a registration statement relating to a Rule 145 transaction or an employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities); (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, Demand Registration and ending on the earlier of (x) the date three months 90 days immediately following, following the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; (y) the date such registration statement is withdrawn, or (3ii) if During the Company shall furnish to such 90-day period following the receipt by the Initiating Holder or Holders of a certificate signed by the President of the Company stating that the Board has determined in the good faith judgment of the Board of Directors it that effecting such Demand Registration would be seriously materially detrimental to the Company; provided, however, that, the Company or its shareholders for registration statements to be filed in the near future, then the Company’s obligation to will use its best efforts to file a limit the duration of such period to the extent practicable; and provided, further that the requested registration statement shall be deferred will not count for a period not to exceed 90 days from the receipt purpose of the request requests for Demand Registrations to file such registration by such Holder or Holderswhich the Holders are entitled under this Agreement; provided and provided, further, however, that the Company may not utilize the exercise its rights provided for in subsections (1under this Section 4(b)(ii) and (2or under Section 2(a)(ii)(B) above and this subsection (3) more than once in total collectively only one time in any twelve twelve-month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or Holders request of Registrable Securities requests that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000500,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: shall use its best efforts. to cause such Registrable Securities to be registered for the offering on such form; provided, however, that the Company shall not be required to effect more than two registrations pursuant to this Section 1.6 in any twelve (12) month period. The Company will (i) promptly give written notice of the proposed registration to all other Holders; and , and (ii) as soon as practicable, use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 twenty (20) days after receipt of the written notice from the Company; provided. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.6. (b) Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 1.6: (1i) if in any particular jurisdiction in which the CompanyCompany would be required to execute a general consent to service of process in effecting such registration, within ten qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (10) days of the receipt of the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities); (2ii) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the earlier of (x) one year from the date three sixty (60) days prior to the Company's date of filing of, or (y) a date six (6) months immediately following, following the effective date of any of, a registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction transaction, an offering solely to employees or an employee benefit planany other registration which is not appropriate for the registration of Registrable Securities), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or or (3iii) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that that, in the good faith judgment of the Board of Directors Directors, it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 one hundred twenty (120) days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or group of Holders request requests that the Company file a registration statement on Form S-3 (or any successor or substitute form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,0001,000,000 (or for all remaining Warrant Shares), and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form; provided, however, that the Company shall not be --------- -------- required to effect more than one (1) registration pursuant to this Section 1.8 in any twelve (12) month period. The Company will (i) promptly give written notice of the proposed registration to all other Holders; and , and (ii) as soon as practicable, use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 thirty (30) days after receipt of the such written notice from the Company; provided. The substantive provisions of Section 1.6(b) shall be applicable to each registration initiated under this Section 1.8. (b) Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 1.8: (1i) if in any particular jurisdiction in which the CompanyCompany would be required to execute a general consent to service of process in effecting such registration, within ten qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, (10) days of the receipt of the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities); (2ii) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the a date three six (6) months immediately following, following the effective date of any of, a registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction transaction, an offering solely to employees or an employee benefit planany other registration which is not appropriate for the registration of Registrable Securities), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or , or (3iii) if the Company shall furnish to such Holder or Holders a certificate signed by the President president of the Company stating that that, in the good faith judgment of the Board of Directors Directors, it would be seriously detrimental to the Company or its shareholders stockholders for registration statements to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a single period not to exceed 90 one hundred twenty (120) days from the receipt of the request to file such registration by such Holder or Holders; provided furtherprovided, however, that the Company may shall not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) make such certification more than once in total in any twelve (12) month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or Holders request in writing that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) ), or any similar short-form registration statement, for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissionscommissions (if any), would exceed $2,000,000, 1,000,000 and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered on such form for the offering and to cause such Registrable Securities to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any Holder or Holders joining may reasonably request. The provisions of Section 2.6(b) shall be applicable to each registration initiated under this Section 2.7. The Company will use its best efforts to cause such registration statement on Form S-3 to remain effective for the period referred to in such request as are specified in a written request received by Section 2.9(a) herein. (b) Notwithstanding the Company within 15 days after receipt of the written notice from the Company; providedforegoing, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 2.7: (1i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) more than once in any twelve month period; (iii) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of the initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety sixty (9060) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction transaction, or an employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securitiesoffering solely to employees); ; (2iv) during the period starting with the date sixty (60) days prior to the Company’s 's estimated date of filing of, and ending on the date three six (6) months immediately following, the effective date of any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to 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 be filed and become effective; or or (3v) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 120 days from the receipt of the request to file such registration by such Holder or HoldersHolder; provided furtherprovided, however, that the Company may shall not utilize the rights provided for in subsections exercise such right under -------- ------- (1iv) and this (2) above and this subsection (3v) more than once in total in any twelve twelve-month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or Holders who, in the aggregate, are Holders of at least twenty- five percent (25%) of the Registrable Securities, request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, which would exceed $2,000,0001,000,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 2.3 in any 12-month period. The Company will (i) promptly give written notice of the proposed registration to all other Holders; and Holders and (ii) as soon as practicable, use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or of Holders joining in such request as are specified in a written request received by the Company within 15 twenty (20) days after receipt of the such written notice from the Company; provided. The substantive provisions of Section 2.2(b) shall be applicable to each registration initiated under this Section 2.3. (b) Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 2.3, (1i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of 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 to an employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securitiesplan); ; (2iii) during the period starting with the date sixty within six (606) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, after the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction an underwritten public offering of the Company's securities filed under the Securities Act or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.for

Registration on Form S-3. (a) If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, which would equal or exceed Two Million Dollars ($2,000,000), and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such request, together with all or jurisdictions as such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Companymay reasonably request; provided, however, that the Company shall not be required to effect more than two registrations pursuant to this Section 5.3 in any twelve (12) month period. The Company shall, after its initial public offering, use commercially reasonable efforts to become entitled to use Form S-3. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. In the event the registration is proposed to be part of a firm commitment underwritten public offering, the substantive provisions of Section 5.1(b) shall be applicable to each such registration initiated under this Section 5.3. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.75.3: (1i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of the initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety sixty (9060) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities)request; (2iii) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months 180 days immediately following, following the effective date of of, any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan)Company, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed at the date filing would be required, in the near future, then which case the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or Holders; , provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and exercise this subsection (3) deferral right more than once in total in during any twelve (12) month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Notwithstanding Section 1.3, in case the Company shall receive from a Holder or Holders a written request or requests that the Company file effect a registration statement on Form S-3 (or any successor similar form promulgated by the SEC) and any related qualification or compliance with respect to Form S-3) for all or a public offering part of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000, and the Company is then entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for owned by such an offeringHolder or Holders, the Company will:, not more than twice in any year (365-day period): (ia) promptly give written notice of the proposed registration registration, and any related qualification or compliance, to all other Holders; and (iib) as soon as practicable, use its commercially reasonable best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act all such qualifications and any other governmental requirements or regulations) 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 received by the Company given within 15 twenty (20) days after receipt of the such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance, pursuant to this Section 1.7: 1.4: (1) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which Form S-3 is not appropriate available for such offering by the registration of Registrable Securities); Holders; (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3) if the Company shall furnish to such Holder or the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company or and its shareholders stockholders for registration statements such Form S-3 Registration to be filed effected at such time, in which event the near futureCompany 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 1.4; provided, then however, that the Company shall not utilize this right more than once in any twelve month period; (3) if such Form S-3 registration covers an offering with reasonably anticipated aggregate proceeds of less than $500,000; or (4) if the Company has effected two (2) registrations pursuant to this Section 1.4 within the past twelve (12) months and such registrations have been declared or ordered effective. (c) In the event the Company is ineligible to use Form S-3 under General Instruction I.A. of such form due to actions strictly within the Company’s obligation to 's control, the Company will use its commercially reasonable best efforts to effect such registration on Form S-1 upon written request from the Holders of a majority of the Registrable Securities requested to be included in such registration, subject to the provisions under Section 1.3 of this Agreement, and such registration on Form S-1 shall not count as a registration effected pursuant to Section 1.3. (d) Subject to the foregoing, the Company shall use its commercially reasonable best efforts to file a registration statement shall covering the Registrable Securities and other securities so requested to be deferred for a period not to exceed 90 days from the registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to file such this Section 1.4 shall not be counted as demands for registration effected pursuant to Sections 1.2 or 1.3, respectively. If the Holders giving the initial notice under this Section 1.4 propose to offer the Registrable Securities by such Holder or Holders; provided furthermeans of an underwriting, however, that the Company may not utilize the rights provided for in subsections (1terms of Sections 1.3(d) and (2e) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve monthsapply.

Registration on Form S-3. (a) If any Holder or Holders request that Following the first offering of Class A ------------------------ Common Stock by the Company file pursuant to a registration statement under the 1933 Act, the Company shall use its best efforts to meet, as soon as possible, the eligibility requirements for a secondary distribution of its Class A Common Stock under the 1933 Act on Form S- 3 (or any similar form promulgated by the Commission). To that end, the Company shall register (whether or not required by law to do so) its Class A Common Stock under the 1934 Act no later than 30 days prior to the end of the Company's fiscal year following the effective date of the first registration of any securities of the Company under the ▇▇▇▇ ▇▇▇. If the effective date of the public offering is less than 30 days prior to the end of the Company's fiscal year, the registration under the 1934 Act shall occur prior to the end of such fiscal year. After the Company is eligible for the registration of its Class A Common Stock under the 1933 Act on Form S-3 (or any successor form to Form S-3) for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000, and the Company is then entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offeringsimilar form), the Company will: , upon written request of any holder or holders of shares of Stock having an aggregate market value of not less than $1,000,000 and constituting greater than 4% of the outstanding shares of Stock (iexcluding, however, for purposes of calculation of such percentage, any shares of Common Stock issued upon the exercise of any 1984 Options, 1985 Options, 1987 Options, 1988 Options or 1988 E Options) of the Company to register or qualify such Stock pursuant to this Section 3.5, promptly give written notice of the proposed registration such request to all other Holders; and (ii) use registered holders of Stock, any holder of Stock desiring to have any of its best efforts to effect as soon as practicable Stock included in such registration (includingor qualification shall, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion within 20 days after its receipt of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Company; provided, howevernotify the Company of the number of shares of Stock which it desires to have so included and the manner in which it proposes to dispose of such Stock. The Company shall, that as expeditiously as possible, endeavor in good faith to effect a registration under the 1933 Act on Form S-3 (or similar form) of all Stock referred to in a request or notice timely given to the Company pursuant to this Section 3.5, and to effect any registration or qualification of such Stock under any state law, and any listing of such Stock with any securities exchange on which the Class A Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Stock in the manner specified in such request or notices. The Company shall not be obligated required to take any action cause a registration statement to effect any such registration become effective pursuant to this Section 1.7: (1) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities); (2) during the period starting with the date sixty (60) days 3.5 prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, 90 days following the effective date of any the most recent registration statement pertaining to Securities of by the Company (other than with respect to a registration statement relating to a Rule 145 transaction under the 1933 Act, or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in twice during any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve monthsyear.

Registration on Form S-3. (a) If at any Holder time (i) a holder or Holders holders of Restricted Stock request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) thereto for a public offering of Registrable Securities, all or any portion of the reasonably shares of Restricted Stock held by such requesting holder or holders which has an anticipated aggregate price to the public of which, net of underwriting discounts (prior to underwriters commissions and commissions, discounts) that would exceed $2,000,0001,000,000, and (ii) the Company is then a registrant entitled to use Form S-3 under applicable Commission rules or any successor thereto to register such shares, then the Registrable Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such an offeringnotice, the number of shares of Restricted Stock specified in such notice. (b) Following receipt of any notice under this Section 6, the Company willshall immediately notify all holders of Restricted Stock and Preferred Shares from whom notice has not been received and such holders shall then be entitled within 30 days thereafter to request the Company to include in the requested registration all or any portion of their shares of Restricted Stock. The Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) above, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). (c) The Company shall be entitled to include in any registration statement referred to in this Section 6 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. No other shares may be included in such registration statement. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other shareholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 6 until the completion of the period of distribution of the registration contemplated thereby. (d) If in the opinion of the managing underwriter the inclusion of all of the Restricted Stock requested to be registered under this Section 6 would adversely affect the marketing of such shares, shares to be sold by the holders of Restricted Stock, if any, shall be excluded only after any shares to be sold by the Company have been excluded, in such manner that the shares to be sold shall be allocated among the selling holders PRO RATA based on their ownership of Restricted Stock. Notwithstanding anything to the contrary in this Section 6, the Company shall not be required to effect any such registration, qualification or compliance pursuant to this Section 6: (i) promptly give written notice if the Company has, within the six month period preceding the date of the proposed registration to all other Holders; and (ii) use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion already effected a registration on Form S-3 for the holders of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration Restricted Stock pursuant to this Section 1.7: (1) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities)6; (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3ii) if the Company shall furnish to such Holder or Holders the holders of Restricted Stock a certificate signed by the President Chairman of the Company Board stating that in the good faith judgment of the Board of Directors it Directors, there exists at the time material non-public information relating to the Company the disclosure of which would be required in such registration statement, and which disclosure would be seriously detrimental to the Company or and its shareholders for registration statements shareholders, in which event the Company shall have the right to be filed in defer the near future, then filing of the Company’s obligation to use its best efforts to file a Form S-3 registration statement shall be deferred for a period of not to exceed 90 more than ninety (90) days from the after receipt of the request to file such registration by such Holder or Holdersof the holders of Restricted Stock under this Section 6; provided further, howeverprovided, that such right to delay a request shall be exercised by the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if ; (iii) in any particular jurisdiction in which the Company utilizes any would be required to execute a general consent to service of process in effecting such registration, qualification or compliance (provided the rights provided for Company has not already executed such a consent or is already qualified to do business in subsections (1such jurisdiction), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or Holders request in writing that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) ), or any similar short-form registration statement, for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, which would exceed $2,000,000, 1,000,000 and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered on such form for the offering and to cause such Registrable Securities to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Companymay reasonably request; provided, however, that the Company shall not be required to effect more than two (2) such registrations in any twelve (12) month period. The provisions of Section 2.6(b) shall be applicable to each registration initiated under this Section 2.7. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 2.7: (1i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of the initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety sixty (9060) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction transaction, or an employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securitiesoffering solely to employees); ; (2iii) during the period starting with the date sixty (60) days prior to the Company’s 's estimated date of filing of, and ending on the date three six (6) months immediately following, the effective date of any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to 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 be filed and become effective; or or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for registration statements to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 ninety (90) days from the receipt of the request to file such registration by such Holder or HoldersHolder; provided furtherprovided, however, that the Company may shall not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) exercise such right more than once in total in any twelve twelve-month period. For . (c) The Company shall use its best efforts to make any S-3 registration statement filed pursuant to this Section 2.7 remain effective until (i) the avoidance of doubtregistered shares have been sold or (ii) thirty (30) days have passed, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve monthswhichever is earlier.

Registration on Form S-3. (a) If any Holder or Holders holding in the aggregate not less than 5% of the then-outstanding Registrable Securities, request that the Company Echelon file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,0001,000,000, and the Company Echelon is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) Echelon shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Companymay reasonably request; provided, however, that Echelon shall not be required to effect more than one registration pursuant to this Section 1.4 in any six (6) month period. The substantive provisions of Section 1.2(b) shall be applicable to each registration initiated under this Section 1.4. (b) Notwithstanding the Company foregoing, Echelon shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 1.4: (1i) in any particular jurisdiction in which Echelon would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless Echelon is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the CompanyEchelon, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of any Holder, 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 transaction, an employee benefit plan offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); ; (2iii) during the period starting with the date sixty (60) days prior to the Company’s Echelon's estimated date of filing of, and ending on the date three six (6) months immediately following, the effective date of any registration statement pertaining to Securities securities of the Company Echelon (other than with respect to a registration statement relating to of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company Echelon is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or or (3iv) if the Company Echelon shall furnish to such Holder or Holders a certificate signed by the President of the Company Echelon stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company Echelon or its shareholders stockholders for registration statements to be filed in the near future, then the Company’s Echelon's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 120 days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve monthsHolder.

Registration on Form S-3. (a) If any Holder or Holders request a Purchaser requests in writing that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,0001,000,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form; provided, however, that the Company shall not be required to effect more than two (2) registrations pursuant to this Section 1.7 in any twelve (12) month period. The Company will (i) promptly give written notice of the proposed registration to all other Holders; and , and (ii) as soon as practicable, use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 twenty (20) days after receipt of the such written notice from the Company; provided. The substantive provisions of Section 1.5(c) shall be applicable to each registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: : (1i) if in any particular jurisdiction in which the CompanyCompany would be required to execute a general consent to service of process in effecting such registration, within ten qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, (10ii) days of during the receipt of period ending on a date three (3) months following the request for registration pursuant to this Section 1.7effective date of, 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 transaction, an employee benefit plan offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); , or (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3iii) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that that, in the good faith judgment of the Board of Directors Directors, it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a single period not to exceed 90 one hundred twenty (120) days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. 4.1. If at any time prior to the date which is five (a5) If years after the effective date of a Initial Public Offering, Holders (including any Holder or Holders of their permitted transferees) of at least twenty-five percent (25%) of the Registrable Securities then outstanding (the "Initiating S-3 Holders") request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of the Registrable Securities, the Securities that would involve a reasonably anticipated aggregate price to the public of which$2,000,000 or more, net of before underwriting discounts fees, expenses, commissions and commissions, would exceed $2,000,000discounts, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules (or any successor form to Form S- 3) to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form, provided, however, that the Company shall not be obligated to effect more than one (1) registration pursuant to this Section 4 in any twelve (12) month period. The Company will: (i) promptly give written notice of the proposed registration to all other Holders; Holders of Registrable Securities, and (ii) as soon as practicable, use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-post- effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified specjfied in a written request received by the Company within 15 thirty (30) calendar days after receipt of the such written notice from the Company; provided. The substantive provisions of Section 4(b) shall be applicable to each registration initiated under this Section 4. Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.74: (1A) if in any particular jurisdiction in which the CompanyCompany would be required to execute a general consent to service of process in effecting such registration, within ten qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (10B) during the period starting with the date sixty (60) calendar days of the receipt of the request for registration pursuant prior to this Section 1.7, gives notice of its bona fide intention to effect the filing of of, and ending on a date six (6) months following the effective date 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 transaction, an employee benefit plan offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of; provided, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or; (3C) if the Company shall furnish to each such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be he seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 ninety (90) calendar days from the receipt of the request to file such registration by such Holder or Holderswithin any six month period; provided furtheror (D) with respect to any Registrable Securities, however, that after the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection has effected three (3) more than once in total in any twelve month period. For such registrations covering such Registrable Securities pursuant to this Section 4, said registration has been declared effective and the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not securities offered pursuant to such registration have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve monthsbeen sold.

Registration on Form S-3. (a) If the holders of at least one percent (1%) of the Registrable Securities then outstanding or any Holder or Holders holder of Series E Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) S-3 or any similar short form registration statement), for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, which would equal or exceed $2,000,000, 1,000,000 and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offeringoffering (or such successor or similar form), the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered on such form for the offering and to cause such Registrable Securities to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Companymay reasonably request; provided, however, that the Company shall not be required to effect more than three (3) registrations (which have been declared effective) pursuant to this Section 4.3 or more than one such registration in any twelve (12) month period. The provisions of Section 4.1(b) shall be applicable to each registration initiated under this Section 4.3. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 4.3: (1i) in any particular jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process in effecting such registration, qualification or compliance; (ii) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of 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 transaction, or an offering with respect to securities issue are issuable under an employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securitiessimilar plan or agreement); ; (2iii) during the period starting with the date sixty ninety (6090) days prior to the Company’s 's estimated date of filing of, and ending on the date three six (6) months immediately following, the effective date of any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to of securities in a Rule 145 transaction or with respect to securities issued or issuable with respect to an employee benefit planplan or similar plan or arrangement), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for registration statements to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 ninety (90) days from the receipt of the request to file such registration by such Holder or HoldersHolder; provided furtherprovided, however, that the Company may shall not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) exercise such right more than once in total in any twelve (12) month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or Holders request that the The Company shall file a registration statement Registration Statement on Form S-3 (or any successor form other appropriate form) with the Commission for such Registrable Securities to Form S-3) for a public offering of Registrable Securitiesbe registered by March 31, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,0001998, and the Company is then entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect cause such Registration Statement to become effective as soon as practicable such registration thereafter (includingbut in no event later than June 19, without limitation1998). (b) Notwithstanding the foregoing, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 6.5: (1i) if in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) during the period starting with the date thirty (30) days prior to the Company's estimated date of filing of, within ten and ending on the date three (103) days of months immediately following the receipt of the request for registration pursuant to this Section 1.7effective date of, 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 transaction, an employee benefit plan offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or or (3iii) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that that, in the good faith judgment of the Board of Directors Directors, it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 ninety (90) days from the receipt of the request to file such registration by such Holder or Holders; provided furtherprovided, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) right more than once in total in any twelve (12) month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or Holders of the Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) ), or any similar short-term registration statement, for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000, 1,000,000 and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) shall promptly give provide each Holder written notice of the proposed registration to all other Holders; and (ii) thereof and shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered on such form for the offering and to cause such Registrable Securities to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by may reasonably request. After the Company’s first public offering of its securities, the Company within 15 days after receipt will use its best efforts to qualify for Form S-3 registration or a similar short-form registration. The provisions of Sections 2.2(b) and 2.2(c) shall be applicable to each registration initiated under this Section 2.4. (b) Notwithstanding the written notice from the Company; providedforegoing, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 2.4: (1i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request for to file such registration pursuant to this Section 1.7by such Holder, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety sixty (9060) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction transaction, or an offering solely with respect to an employee benefit plan or any other plan) provided that the Company is actively employing in good faith all reasonable efforts to cause such registration which is not appropriate for the registration of Registrable Securities); statement to become effective; (2iii) during the period starting with the date sixty (60) days prior to the Company’s estimated good faith estimate of the date of filing of, and ending on the date three six (6) months immediately following, the effective date of any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to 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 be filed and become effective; or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from when the receipt Board of Directors, in its good faith judgment with advice of counsel, reasonably determines and delivers a certificate signed by a duly authorized officer of the request Company stating that the filing thereof at the time requested, or the offering of Registrable Securities pursuant thereto, would materially and adversely affect (1) the Company’s ability to file such registration consummate a pending transaction that is material to the business of the Company and its subsidiaries taken as a whole or (2) (w) a pending or scheduled public offering of the Company’s securities, (x) an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction by such Holder or Holdersof the Company, (y) pre-existing and continuing negotiations, discussions or pending proposals with respect to any of the transactions described in clause (x) of this sentence, or (z) the financial condition of the Company in view of the disclosure of any pending or threatened litigation, claim, assessment or governmental investigation which may be required thereby; provided furtherand the failure to disclose any material information with respect to the foregoing clauses (w) through (z) would cause a violation of the Securities Act or the Securities Exchange Act of 1934, as amended; provided, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) right more than once in total in any twelve (12) month period. For the avoidance of doubt, ; or (v) if the Company utilizes any has, within the twelve (12) month period preceding the date of the rights provided for in subsections (1)such request, already effected two (2) and (3), it shall not have registrations on Form S-3 for the right Holders pursuant to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve monthsthis Section 2.4.

Registration on Form S-3. (a) If any Holder or Holders Holder(s) request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable SecuritiesSecurities held by such Holders, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form. The Company will (i) promptly give written notice of the proposed registration to all other Holders; and , and (ii) as soon as practicable, use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 30 days after receipt of the such written notice from the Company; provided. The substantive provisions of Section 2.1(b) shall be applicable to each registration initiated under this Section 2.3. (b) Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 2.3: (1i) if in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) during the period starting with the date 60 days prior to the Company's estimated date of filing of, within ten (10) days of and ending on the receipt of date six months immediately following the request for registration pursuant to this Section 1.7effective date of, 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 transaction, an employee benefit plan offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3iii) if the aggregate amount of Registration Expenses incurred by the Company in connection with any registrations pursuant to this Section 2.3 has exceeded $350,000 within the prior twelve months; or (iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President Chief Executive Officer of the Company stating that that, in the good faith judgment of the Board of Directors Directors, it would be seriously detrimental to the Company or its shareholders stockholders for registration statements to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 180 days from the receipt of the request to file such registration by such Holder or Holders; provided furtherprovided, however, that the Company may not utilize this right nor the rights provided for right in subsections (1) and (2) above and this subsection (3Section 2.1(a)(ii)(5) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, which would exceed $2,000,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form; provided, however, that the Company shall not be required to effect more than two registrations pursuant to this Section 1.5 in any 12-month period. The Company will (i) promptly give written notice of the proposed registration to all other Holders; and Holders and (ii) as soon as practicable but in any event within ninety (90) days, use its best efforts to file a registration statement with respect to such Registrable Securities to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or of Holders joining in such request as are specified in a written request received by the Company within 15 20 days after receipt of the such written notice from the Company; provided. The substantive provisions of Section 1.3(b) shall be applicable to each registration initiated under this Section 1.5. (b) Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 1.5 (1i) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of the Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) 90 days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securitiesoffering solely to employees); ; (2ii) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three within six months immediately following, after the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction an underwritten public offering of the Company's securities filed under the Securities Act or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3iii) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 180 days from the receipt of the request to file such registration by such Holder or HoldersHolder; provided furtherprovided, however, that the Company may will not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) exercise such right more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or In addition to the registration rights provided in Sections 5.1 and 5.2, if the Company shall receive from Initiating Holders a written request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000, Securities and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, offering by selling Holders the Company will: (i) promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best lawful efforts to effect as soon as practicable such registration registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities and of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 20 days after receipt of the such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance pursuant to this Section 1.75.3: (1A) if In any particular jurisdiction in which the CompanyCompany would be required to execute a general consent to service of process in effecting such registration, within ten (10) days of qualification or compliance unless the receipt of Company is already subject to service in such jurisdiction and except as may be required by the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities)Securities Act; (2B) during During the period starting with the date sixty (60) days prior to the Company’s 's estimated date of filing of, and ending on the date three (3) months immediately following, following the effective date of of, any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to 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 (and provided, further, that the Company cannot pursuant to this Section 5.3(a)(ii)(B) or pursuant to Section 5.1(a)(ii)(B) delay implementation of a demand for registration more than once in any 24-month period); (C) After the Company has effected an aggregate of four such registrations which may be filed effected at the option of the Holders pursuant to either this Section 5.3(a) or Section 5.1(a), and become such registrations have been declared or ordered effective; or (3D) if If the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statements statement to be filed in the near future, then the Company’s 's obligation to use its reasonable best lawful efforts to file a registration statement register, qualify or comply under this Section 5.3 shall be deferred once (with respect to any demand for registration hereunder) for a period not to exceed 90 ninety (90) days from the date of receipt of the written request to file such registration by such Holder or Holdersfor registration; provided furtherprovided, however, that the Company may cannot utilize the rights provided pursuant to this Section 5.3(a)(ii)(D) or pursuant to Section 5.1(a)(ii)(D) delay implementation of a demand for in subsections (1) and (2) above and this subsection (3) registration more than once in total in any twelve 12-month period. For Subject to the avoidance of doubtforegoing clauses (A) through (D), if the Company utilizes any shall file a registration statement covering the Registrable Securities so requested to be registered as soon as reasonably practicable, after receipt of the rights provided request or requests for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve monthsregistration.

Registration on Form S-3. (a) If any Holder or Holders request that After its initial public offering, the Company file a shall use its best efforts to qualify for registration statement on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1.7, the holders of Registrable Securities shall have the right to request registrations on Form S-3 (or any successor form to Form S-3) for a public offering such requests shall be in writing and shall state the number of shares of Registrable SecuritiesSecurities to be disposed of and the intended methods of disposition of such shares by such holder or holders), provided, however, that the reasonably anticipated Company shall not be obligated to effect any such registration 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) on Form S-3 at an aggregate price to the public of whichless than $500,000 or in the circumstances described in clause (A) of Section 1.2(a)(ii), net of underwriting discounts and commissionsor if, would exceed $2,000,000, and in a given twelve (12) month period the Company has effected two (2) such registrations in such period. (b) If a request complying with the requirements of Section 1.7(a) hereof is then entitled delivered to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offeringCompany, the Company will: (i) promptly give written notice of the proposed registration to all other Holdersholders of Registrable Securities; and (ii) as soon as practicable, use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file filing post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder holder or Holders holders joining in such request as are specified in a written request received by the Company within 15 twenty (20) days after receipt of the such written notice from the Company; provided, however, that the Company is deemed received by such holder. The Company shall not be obligated to effect, or to take any action to effect effect, any such registration pursuant to this Section 1.7:1.7 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act. (1c) if Subject to the Companylimitations set forth in Section 1.7(a) and (b) above, within ten (10) days of the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request for or requests of the holders of Registrable Securities; provided, however, that if (i) in the good faith judgment of the Board of Directors of the Company, such registration pursuant would be seriously detrimental to this Section 1.7the Company and the Board of Directors of the Company concludes, gives notice of its bona fide intention as a result, that it is essential to effect defer 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities); (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed at such time, and become effective; or (3ii) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company or its shareholders for such registration statements statement to be filed in the near futurefuture and that it is, therefore, essential to defer the filing of such registration statement, then the Company’s obligation Company shall have the right to use its best efforts to file a registration statement shall defer such filing for the period during which such disclosure would be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or Holders; seriously detrimental, provided further, however, that the Company may not utilize defer the rights filing for a period of more than sixty (60) days after receipt of the request of the holders of Registrable Securities, and, provided for further, that the Company shall not defer its obligation in subsections (1) and (2) above and this subsection (3) manner more than once in total in any consecutive twelve (12) month period. For The registration statement filed pursuant to the avoidance request of doubtthe holders of Registrable Securities may, if subject to the provisions of Sections 1.7(b) and 1.15 hereof, include other securities of the Company utilizes any with respect to which registration rights have been granted, and may include securities of the rights provided Company being sold for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any account of the other rights Company, provided in subsections (1), (2) and (3) for twelve monthsthe inclusion of securities of the Company does not reduce the number of Registrable Securities to be registered by the holders of Registrable Securities.

Registration on Form S-3. (a) If any Holder of the Series B Holders or the Series C Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, commissions would exceed $2,000,000500,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such request, together with all or jurisdictions as such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Companymay reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 5.3 in any six (6) month period. The Series C Holders are entitled to one (1) registration on Form S-3 annually one (1) year after the effective date of the Company's initial public offering. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. In the event the registration is proposed to be part of a firm commitment underwritten public offering, the substantive provisions of Section 5.1 (d) shall be applicable to each such registration initiated under this Section 5.3. The Non Series B Purchasers or Non Series C Purchasers (as the case may be) may not include any of their Registrable Securities in a registration effected pursuant to this Section 5.3. The Series B Holders are entitled to an aggregate of two (2) registrations on Form S-3. The Company may include for its own account other shares of Common Stock in any of the registrations provided for in this Section 5.3, provided that such inclusion will not interfere with the marketing of the Registrable Securities to be registered by the Series B Holders or the Series C Holders (as the case may be). (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.75.3: (1i) if in any particular jurisdiction in which the CompanyCompany would be required to execute a general consent to service of process in effecting such registration, within ten (10) days of qualification or compliance, unless the receipt of Company is already subject to service in such jurisdiction and except as may be required under the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities)Securities Act; (2ii) at any, time prior to the first anniversary of the closing of an initial firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of the Company's Common Stock; (iii) during the period starting with the date sixty (60) days prior to the Company’s 's estimated date of filing of, and ending on the date three six (6) months immediately following, the effective date of any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to 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 be filed and become effective; or (3iv) if the Company shall furnish to such Holder the Series C Holders or Series B Holders requesting registration pursuant to Section 5.3 a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for registration statements to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 120 days from the receipt of the request to file such registration by such Series B Holder or Series C Holders; , provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and exercise this subsection (3) deferral right more than once in total in any per twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or Holders request In addition to the rights provided the holders of Registrable Shares in Section 8.1 and Section 8.2 above, from and after the date that the Company file a registration statement of Registrable Shares under the Securities Act can be effected on Form S-3 (or any similar successor form to Form S-3promulgated by the Securities and Exchange Commission) for a through the period ending five years following the Company's first public offering of Registrable Securities, its Common Stock in an offering registered under the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000, and the Company is then entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offeringAct, the Company will: (i) will promptly give written notice so notify each holder of the proposed registration Registrable Shares and then will at any time, and from time to all other Holders; and (ii) time, during such period, as expeditiously as possible, use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution on said Form S-3 of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder Shares as the holder or Holders joining in such request as are specified in a written request received by holders shall specify. Notwithstanding the Company within 15 days after receipt of the written notice from the Company; providedabove, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 8.3: (1i) if Form S-3 (or any similar successor form promulgated by the Securities and Exchange Commission) is not available for such offering by the holders; (ii) if the Companyholders of Registrable Shares, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7, gives notice of its bona fide intention to effect the filing of a registration statement together with the Commission within ninety (90) days holders of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities); (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities securities of the Company entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (other if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or $500,000: (3iii) if the Company shall furnish to such Holder or Holders the holders a certificate signed by the President chief executive officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company or and its shareholders for registration statements such Form S-3 Registration to be filed effected at such time, in which event the near future, then Company shall have the Company’s obligation right to use its best efforts to file a defer the filing of the Form S-3 registration statement shall be deferred for a period of not to exceed more than 90 days from the after receipt of the request to file such registration by such Holder of the holder or Holdersholders under this Section 8 3; provided furtherprovided, however, that the Company may shall not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) right more than once in total in any twelve (12) month period. For the avoidance of doubt, ; or (iv) if the Company utilizes has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 (or any of similar successor form promulgated by the rights provided for in subsections (1), (2) Securities and (3), it shall not have Exchange Commission).for the right holders pursuant to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve monthsthis Section 8.3.

Registration on Form S-3. (a) If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000, and the Company is then entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: (1) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities); (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; oror [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (3) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (ai) If any Holder or Holders of at least one percent (1%) of Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) ), or any similar short form registration statement, for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, which net of underwriting discounts and commissions, would exceed $2,000,000, 1,000,000 and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered on such form for the offering and to cause such Registrable Securities to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Companymay reasonably request; provided, however, that the Company shall not be required to effect more than five (5) registrations (which have been declared effective and pursuant to which all securities registered thereunder have been sold) pursuant to this Section 4(c) or more than one such registration in any six (6) month period. After the Company’s first public offering of its securities, the Company will use its best efforts to qualify for Form S-3 registration or a similar short-form registration. The provisions of Section 4(a)(ii) shall be applicable to each registration initiated under this Section 4(c). (ii) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 4(c): (1i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of 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 transaction, or an employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securitiesoffering solely to employees); ; (2iii) during the period starting with the date sixty ninety (6090) days prior to the Company’s estimated date of filing of, and ending on the date three six (6) months immediately following, the effective date of any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to 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 be filed and become effective; or or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or HoldersHolder; provided furtherprovided, however, that the Company may shall not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) exercise such right more than once in total in any twelve twelve-month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or Holders request that 3.1 Commencing after the Company file a registration statement has publicly announced its financial results for the second quarter of 1998, the Holders of Registrable Shares shall have the right to request and have effected not more than two registrations of Registrable Shares held by them on Form S-3 (or any successor form to Form S-3) for a public offering of thereof. The Company shall not be required to effect such a registration unless (i) such offering shall include not less than five hundred thousand Registrable SecuritiesShares (subject to adjustment for stock splits, the reasonably anticipated aggregate price to the public of whichstock dividends, net of underwriting discounts and commissionsreclassifications, would exceed $2,000,000recapitalizations, or similar events), and (ii) the Company is then at the time of such request entitled to use Form S-3 S-3. Such requests shall be in writing and shall state the number of Registrable Shares to be disposed of and the intended method of disposition of such shares by such Holder or Holders. The Company shall not be required to cause a registration statement requested pursuant to this Section 3 to become effective prior to ninety (90) days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the holders of Registrable Shares to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under applicable Commission rules the Securities Act is applicable); provided, however, that, if the request pursuant to register this Section 3 is made prior to the Registrable Securities for expiration of such an offeringninety (90) day period, the Company will: shall file the requested registration statement promptly after the Company receives such written request (ibut no less than thirty (30) promptly give written notice days, and no more than sixty (60) days, after the effectiveness of the proposed registration to all other Holders; and (iiCompany-initiated registration) and use its best efforts to effect achieve the effectiveness of such requested registration statement as soon promptly as practicable following such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: (1) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities); (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing ofday period. In addition, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3) if the Company shall furnish to such Holder or Holders the holders of Registrable Shares a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for a registration statements statement to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a such registration statement shall be deferred for a period not to exceed 90 60 days from the date such certificate is furnished to the Holders, unless the reason for such deferral shall be an underwritten public offering initiated by the Company, in which case the deferral shall last until the completion of such offering but in no case to exceed 180 days from the date such certificate is furnished to the Holders and provided the Company is diligently pursuing such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. The Company shall not be required to effect more than one registration on Form S-3 pursuant to this Section 3 during any six-month period. 3.2 Any Holder of shares included in a registration statement on Form S-3 (the "S-3 Registration") pursuant to this Section 3 agrees that upon receipt of any notice from the request to file such registration by such Holder or Holders; provided further, however, Company that: (i) the Company has received an opinion of counsel that the making of offers and sales pursuant to the S-3 Registration would require the Company may not utilize to amend or supplement a prospectus included therein to make additional disclosure (other than with respect to the rights provided for in subsections (1Holders of such shares, the plan of distribution thereof or the sale thereof) and (2ii) above and this subsection (3) more than once in total in any twelve month period. For the avoidance Board of doubt, if Directors of the Company utilizes any has determined that making such disclosure would not be in the best interest of the rights provided for in subsections (1)Company's stockholders, (2) and (3), it the Company shall not have the right to utilize suspend sales under the same right againS-3 Registration. Upon receipt of any such notice and notwithstanding Section 3(a), each holder of such shares will forthwith discontinue such holder's disposition of such shares pursuant to the S-3 Registration until the Company shall have provided notice that such holder may resume such disposition (each such period of discontinuation of disposition, a "Black-Out Period"); nor provided that (i) there shall it have be no more than two such Black-Out Periods in any year (years, for purposes of this provision being the right to utilize 12-month periods commencing on the date the S-3 Registration becomes effective and ending on the first anniversary of such date); (ii) such Black-Out Periods shall not aggregate more than 90 days in any such year; (iii) no individual Black-Out Period shall be longer than 60 days; and (iv) no Black-Out Period shall be effective at any time when the Company is publicly selling shares of the other rights provided in subsections (1)capital stock of the Company. 3.3 The managing underwriter or underwriters of any underwritten public offering covered pursuant to this Section 3 shall be selected by the Holders of a majority of the Common Shares that initiate such registration, (2) and (3) for twelve monthssubject to the approval of the Company, which shall not be unreasonably withheld.

Registration on Form S-3. (a) If any Holder or Holders request holding at least 5% of the Registrable Securities requests that the Company file a registration statement on Form S-3 (S-3, or any successor similar short form to Form S-3) registration statement, for a public offering of Registrable Securities, the reasonably anticipated aggregate price proceeds to the public of whichseller, net of underwriting discounts and commissions, would exceed $2,000,000, 2,000,000 and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: shall (i) promptly give to each Holder written notice of the proposed registration to all other Holders; and such Registration, (ii) use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified include in such requestregistration, together with and in any underwriting involved therein, all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company or requests made within 15 20 days after receipt the date of the such written notice from the CompanyCompany and (iii) use commercially reasonable efforts to cause such Registrable Securities to be registered on such form for the offering and to cause such Registrable Securities to be qualified in such jurisdictions as the Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one such registration in any 12 month period. The provisions of Section 3.1(b) shall be applicable to each registration initiated under this Section 3.3. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 3.3: (1i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt date of the request for registration pursuant to this Section 1.7of the initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) 60 days of receipt the date of such request (other than with respect to a registration statement relating to a Rule 145 transaction transaction, or an employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securitiesoffering solely to employees); ; (2iii) during the period starting with the date sixty (60) 60 days prior to the Company’s estimated date of filing of, and ending on the date three six months immediately following, the effective date of any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to 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 be filed and become effective; or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 120 days from the receipt date of the request to file such registration by such Holder or HoldersHolder; provided furtherprovided, however, that the Company may shall not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) exercise such right more than once in total in any twelve 12 month period. For the avoidance of doubt, ; or (v) if the Company utilizes any has, within the 12 month period preceding the date of the rights provided for in subsections (1)such request, (2) and (already effected a registration pursuant to this Section 3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or Holders request of at least five million (5,000,000) shares of Registrable Securities requests that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed One Million Dollars ($2,000,0001,000,000), and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: shall use commercially reasonable efforts to cause such Registrable Securities to be registered for the offering on such form. The Company shall (i) promptly give written notice of the proposed registration to all other Holders; and , and (ii) as soon as practicable, but in no event later than sixty (60) days following the request, use its best commercially reasonable efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 twenty (20) days after receipt of the written notice from the Company; provided. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: : (1i) if in any particular jurisdiction in which the CompanyCompany would be required to execute a general consent to service of process in effecting such registration, within ten qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (10ii) days of in a given twelve month period, after the receipt of the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities); Company has effected two (2) during the period starting with the date sixty such registrations pursuant to subparagraph 1.7(a); or (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3iii) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that that, in the good faith judgment of the Board of Directors Board, it would be seriously detrimental to the Company or its shareholders stockholders for registration statements to be filed in the near future, then the Company’s obligation to use its best commercially reasonable efforts to file a registration statement shall be deferred for a period up to two periods of sixty (60) days each, such sixty (60) day periods not to exceed 90 one hundred twenty (120) days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the . The Company may shall not utilize the rights provided for defer its obligation in subsections (1) and (2) above and this subsection (3) manner more than once in total in any twelve twelve-month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder Holders or Additional Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities or Additional Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000500,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such Holder(s) may reasonably request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Company; provided, provided however, that the Company shall not be required to effect more than one registration pursuant to this Section 4 within any six-month period. The substantive provisions of Section 4(b) shall be applicable to each registration initiated under this Section 4. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.74: (1) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Act; (2) if the Company, within ten (10) days of the receipt of the request for registration pursuant to of such holder(s) under this Section 1.74, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission SEC within ninety (90) 90 days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction or transaction, an employee benefit plan offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); (23) during the period starting with the date sixty (60) 60 days prior to the Company’s 's estimated date of filing of, and ending on the date three six months immediately following, following the effective date of of, any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to 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 be filed and become effective; or; (34) if the Company shall furnish to such Holder or Holders Holder(s) a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for a registration statements statement to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 180 days from the receipt of the request to file such registration by such Holder or HoldersHolder(s); provided further, however, that or (5) after the Company may not utilize the rights provided for in subsections (1) and (2) above and has effected four registrations pursuant to this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve monthsSection 4.

Registration on Form S-3. (a) If any Holder or Holders request of the Registrable Securities requests that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) ), or any similar short-form registration statement, for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of whichpublic, net of excluding underwriting discounts and commissions, would exceed is not less than $2,000,000, 500,000 and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect cause such Registrable Securities to be registered on such form for the offering as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from request or requests of the Holders and to cause such Registrable Securities to be qualified in such jurisdictions as the Holder or Holders may reasonably request. After the Company; provided’s first public offering of its securities, howeverthe Company will use its best efforts to qualify for Form S-3 registration or a similar short-form registration. The provisions of Section 3.1(b) shall be applicable to each registration initiated under this Section 3.3. (b) Notwithstanding the foregoing, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 3.3: (1i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten thirty (1030) days of the receipt of the request for registration pursuant to this Section 1.7of the initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety sixty (9060) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction transaction, or an employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securitiesoffering solely to employees); ; (2iii) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three (3) months immediately following, the effective date of any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to 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 be filed and become effective; or or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or HoldersHolder; provided furtherprovided, however, that the Company may shall not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) exercise such right more than once in total in any twelve twelve-month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. If at any time after November , 1999, (a) If ------------------------ any Holder or Holders request holder of Registrable Securities requests in writing that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) thereto for a public offering of all or any portion of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts Securities held by such requesting holder and commissions, would exceed $2,000,000, and (b) the Company is then a registrant entitled to use Form S-3 under applicable Commission rules or any successor thereto, then, subject to Section 2.9 hereof, the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such request, including, without limitation, pursuant to Rule 415 under the Securities Act, the Registrable Securities for specified in such an offering, request. Whenever the Company will: (i) promptly give written notice of the proposed registration is required by this Section 2.3 to all other Holders; and (ii) use its best efforts to effect as soon as practicable such the registration (includingof Registrable Securities, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion each of the Registrable Securities limitations, procedures and requirements of any Holder or Holders joining in such request as are specified in a written request received by Section 2.1(b), (e) and (f) (including but not limited to the requirement that the Company within 15 days after receipt of notify all holders from whom a request has not been received and provide them with the written notice from opportunity to participate in the Company; providedoffering) shall apply to such registration. Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance pursuant to this Section 1.7: 2.3: (1i) if the Companyholders, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7, gives notice of its bona fide intention to effect the filing of a registration statement together with the Commission within ninety (90) days holders of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities); (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (other if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective$5,000,000; or (3ii) if the Company shall furnish to has, within the twelve (12) month period preceding the date of such Holder or Holders a certificate signed by the President request, already effected two registrations on Form S-3 on behalf of the holders; or (iii) in any jurisdiction in which the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental required to the Company qualify to do business or its shareholders for registration statements to be filed execute a general consent to service of process in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file effecting such registration by such Holder qualification or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve monthscompliance.

Registration on Form S-3. (a) If any Holder or Holders request a Purchaser requests in writing that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,0001,000,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form; provided, however, that the Company shall not be required to effect more than two (2) registrations pursuant to this Section 1.7 in any twelve (12) month period. The Company will (i) promptly give written notice of the proposed registration to all other Holders; and , and (ii) as soon as practicable, use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 twenty (20) days after receipt of the such written notice from the Company; provided. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: : (1i) if in any particular jurisdiction in which the CompanyCompany would be required to execute a general consent to service of process in effecting such registration, within ten qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, (10ii) days of during the receipt of period ending on a date three (3) months following the request for registration pursuant to this Section 1.7effective date of, 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 transaction, an employee benefit plan offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); , or (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3iii) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that that, in the good faith judgment of the Board of Directors Directors, it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a single period not to exceed 90 one hundred twenty (120) days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or Holders who in the aggregate hold not less than twenty percent (20%) of the outstanding Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, which would equal or exceed five hundred thousand dollars ($2,000,000500,000), and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such request, together with all or jurisdictions as such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Companymay reasonably request; provided, however, that the Company shall not be -------- ------- required to effect more than two (2) registrations pursuant to this Section 5.3 in any twelve (12) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. In the event the registration is proposed to be part of a firm commitment underwritten public offering, the substantive provisions of Section 5.1(b) shall be applicable to each such registration initiated under this Section 5.3. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.75.3: (1i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of 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 of securities in a Rule 145 transaction or with respect to an employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securitiesplan); (2iii) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months one hundred eighty (180) days immediately following, following the effective date of of, any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to 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 be filed and become effective; or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then in which case the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 ninety (90) days from the receipt of the request to file such registration by such Holder or Holders; , provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and exercise this subsection (3) deferral right more than once in total in any per twelve (12) month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or Holders request that the The Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000, and the Company is then entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of Section 9, Holder shall have the right to request one or more registrations on Form S-3 (such registration (including, without limitation, requests shall be in writing and shall state the execution number of an undertaking shares of Warrant Shares to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws be disposed of and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution intended methods of all or such portion disposition of such Registrable Securities as are specified in such requestshares by Holder), together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration if (i) Holder proposes to sell Warrant Shares on Form S-3 at an aggregate price to the public of less than $500,000, or (ii) in the event the Company shall furnish the certification described in paragraph 10(d)(ii) (but subject to the limitations set forth therein), or (iii) the Company has, within the six (6) month period preceding the date of such request already effected one registration on Form S-3 for the Holders pursuant to this Section 10. (b) If a request complying with the requirements of Section 10(a) hereof is delivered to the Company, the provisions of Sections 9(a)(i) and (ii) and Section 10(c) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 9(b) hereof shall apply to such registration. (c) The Company shall not be obligated to effect, or to take any action to effect effect, any such registration pursuant to this Section 1.710: (1i) if In any particular jurisdiction in which the CompanyCompany would be required to execute a general consent to service of process in effecting such registration, within ten (10) days of qualification, or compliance, unless the receipt of Company is already subject to service in such jurisdiction and except as may be required by the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities)Act; (2ii) during During the period starting with the date sixty (60) days prior to the Company’s estimated 's good faith estimate of the date of filing of, and ending on the a date three months immediately following, one hundred eighty (180) days after the effective date of any registration statement pertaining to Securities of the Company (other than with respect to of, a registration statement relating to a Rule 145 transaction or an employee benefit plan), Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or; (3d) Subject to the foregoing clauses (i) and (ii), the Company shall file a registration statement covering the Warrant Shares so requested to be registered as soon as practicable after receipt of the request of Holder; provided, however, that if (i) in the good faith judgment of the Board of Directors of the Company, such registration would be seriously detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company or its shareholders for such registration statements statement to be filed in the near futurefuture and that it is, therefore, essential to defer the filing of such registration statement, then the Company’s obligation Company shall have the right to use its best efforts to file a registration statement shall defer such filing for the period during which such disclosure would be deferred seriously detrimental, provided that (except as provided in clause (c) above) the Company may not defer the filing for a period not to exceed 90 of more than ninety (90) days from the after receipt of the request to file such registration by such Holder or Holders; of Holder, and, provided further, however, that the Company may shall not utilize the rights provided for defer its obligation in subsections (1) and (2) above and this subsection (3) manner more than once in total in any twelve (12) month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. If at any time after August 28, 1998, ------------------------ (a) If any Holder or Holders request holder of Registrable Securities requests in writing that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) thereto for a public offering of all or any portion of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts Securities held by such requesting holder and commissions, would exceed $2,000,000, and (b) the Company is then a registrant entitled to use Form S-3 under applicable Commission rules or any successor thereto, then, subject to Section 2.9 hereof, the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such request, including, without limitation, pursuant to Rule 415 under the Securities Act, the Registrable Securities for specified in such an offering, request. Whenever the Company will: (i) promptly give written notice of the proposed registration is required by this Section 2.3 to all other Holders; and (ii) use its best efforts to effect as soon as practicable such the registration (includingof Registrable Securities, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion each of the Registrable Securities limitations, procedures and requirements of any Holder or Holders joining in such request as are specified in a written request received by Section 2.1(b), (e) and (f) (including but not limited to the requirement that the Company within 15 days after receipt of notify all holders from whom a request has not been received and provide them with the written notice from opportunity to participate in the Company; providedoffering) shall apply to such registration. Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance pursuant to this Section 1.7: 2.3: (1i) if the Companyholders, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7, gives notice of its bona fide intention to effect the filing of a registration statement together with the Commission within ninety (90) days holders of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities); (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (other if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective$5,000,000; or (3ii) if the Company shall furnish to has, within the twelve-month period preceding the date of such Holder or Holders a certificate signed by the President request, already effected two registrations on Form S-3 on behalf of the holders; or (iii) in any jurisdiction in which the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental required to the Company qualify to do business or its shareholders for registration statements to be filed execute a general consent to service of process in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file effecting such registration by such Holder qualification or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve monthscompliance.

Registration on Form S-3. (a) If any Holder or Holders holding in the aggregate not less than 5% of the then-outstanding Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, Securities the reasonably anticipated aggregate offering price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,0001,000,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Companymay reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 2.6 in any six (6) month period or in excess of two registrations under this Section 2.6. The substantive provisions of Section 2.4(b) shall be applicable to each registration initiated under this Section 2.6. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 2.6: (1i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of 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 transaction, an employee benefit plan offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); ; (2iii) during the period starting with the date sixty (60) days prior to the Company’s 's estimated date of filing of, and ending on the date three six (6) months immediately following, the effective date of any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to 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 be filed and become effective; or or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 120 days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve monthsHolder.

Registration on Form S-3. (a) If any Holder or Holders request in writing that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) ), or any similar short-form registration statement, for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissionscommissions (if any), would exceed $2,000,000, 1,000,000 and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered on such form for the offering and to cause such Registrable Securities to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any Holder or Holders joining may reasonably request. The provisions of Section 2.6(b) shall be applicable to each registration initiated under this Section 2.7. The Company will use its best efforts to cause such registration statement on Form S-3 to remain effective for the period referred to in such request as are specified in a written request received by Section 2.9(a) herein. (b) Notwithstanding the Company within 15 days after receipt of the written notice from the Company; providedforegoing, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 2.7: (1i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) more than twice in any twelve (12) month period; (iii) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of the initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety sixty (9060) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction transaction, or an employee benefit plan offering solely to employees); or any other registration which is not appropriate for the registration of Registrable Securities); (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 120 days from the receipt of the request to file such registration by such Holder or HoldersHolder; provided furtherprovided, however, that the Company may shall not utilize the rights provided for in subsections exercise such right under this (1) and (2) above and this subsection (3iv) more than once in total in any twelve twelve-month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Any Holder or Holders (other than the Founders) may request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,0001,000,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such request, together with all or jurisdictions as such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Companymay reasonably request; provided, however, that the Company shall not be required to effect more than two registrations pursuant to this Section 2.6 in any twelve (12) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. The substantive provisions of Section 2.4(b) shall be applicable to each registration initiated under this Section 2.6. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 2.6: (1i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety sixty (9060) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction or transaction, an employee benefit plan offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); ; (2iii) during the period starting with the date sixty (60) days prior to the Company’s 's estimated date of filing of, and ending on the date three (3) months immediately following, the effective date of any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to 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 be filed and become effective; or or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for registration statements to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 ninety (90) days from the receipt of the request to file such registration by such Holder or Holders; Holder, provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and exercise this subsection (3) deferral right more than once in total in any twice per twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. In addition to the rights set forth above, if the Holder(s) holding at least twenty-five percent (a25%) If any Holder or Holders of the Registrable Securities request in writing that the Company file a registration statement on Form S-3 (S-3, or any successor form to Form S-3successors thereto (a "Follow-On Registration") for a public offering of shares of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000, Securities and the Company is then entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its reasonable best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file filing post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion Act). The Company will promptly give written notice of the request for the proposed registration to all other Holders and include all Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 thirty (30) days after receipt of the such written notice from the Company; provided. The written request of a Holder may specify that all or part of such Holder's Registrable Securities will be included in such registration. If the Follow-On Registration is for an underwritten offering, howeverthe provisions of Section 2(b) shall apply to such registration. Notwithstanding the foregoing, that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance, pursuant to this Section 1.76: (1a) if in any particular jurisdiction in which the CompanyCompany would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within ten (10) days of qualification or compliance unless the receipt of Company is already subject to such service in such jurisdiction and except as may be required by the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities);Securities Act; or (2b) during the period starting with the date sixty thirty (6030) days prior to the Company’s 's estimated date of filing offiling, and ending on the date three months one hundred and eighty (180) days immediately following, following the effective date of any registration statement pertaining to Securities securities of the Company (other than a registration of securities in a Rule 145 Transaction or with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or Holders of in excess of ten percent (10%) of the Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) ), or any similar short form registration statement, for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,0001,000,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered on such form for the offering and to cause such Registrable Securities to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Companymay reasonably request; provided, however, that the Company shall not be required to effect more than seven registrations pursuant to this Section 2.3 or more than one such registration in any twelve (12) month period. After the Company’s first public offering of its securities, the Company will use its best efforts to qualify for Form S-3 registration or a similar short-form registration. The provisions of Section 2.1(b) shall be applicable to each registration initiated under this Section 2.3. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 2.3: (1i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of the Holder(s), 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 transaction, or an employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securitiesoffering solely to employees); ; (2iii) during the period starting with the date sixty ninety (6090) days prior to the Company’s estimated date of filing of, and ending on the date three (3) months immediately following, the effective date of any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to 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 be filed and become effective; or or (3iv) if the Company shall furnish to such Holder or Holders Holder(s) a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or HoldersHolder(s); provided furtherprovided, however, that the Company may shall not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) exercise such right more than once in total in any twelve twelve-month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or Holders request of Registrable Securities requests that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000500,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form; provided, however, that the Company shall not be required to effect more than two registrations pursuant to this Section 1.7 in any twelve (12) month period. The Company will (i) promptly give written notice of the proposed registration to all other Holders; and , and (ii) as soon as practicable, use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 twenty (20) days after receipt of the written notice from the Company; provided. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: : (1i) if in any particular jurisdiction in which the CompanyCompany would be required to execute a general consent to service of process in effecting such registration, within ten qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (10) days of the receipt of the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities); (2ii) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the earlier of (x) one year from the date three sixty (60) days prior to the Company's date of filing of, or (y) a date six (6) months immediately following, following the effective date of any of, a registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction transaction, an offering solely to employees or an employee benefit planany other registration which is not appropriate for the registration of Registrable Securities), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or or (3iii) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that that, in the good faith judgment of the Board of Directors Directors, it would be seriously detrimental to the Company or its shareholders for registration statements to 8 be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 one hundred twenty (120) days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or of the Holders (excluding the Founders) request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,0001,000,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified in to be registered for the offering on such requestform and to cause such Registrable Securities (b) Notwithstanding the foregoing, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.75.3: (1i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of the 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 transaction, an employee benefit plan offering solely to employees, or any other registration which is not appropriate for the registration of Registrable Securities); (2iii) during the period starting with the date sixty (60) days prior to the Company’s 's estimated date of filing of, and ending on the date three six (6) months immediately following, the effective date of any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to of securities in a Rule 145 transaction or with respect to an employee benefit planoffering solely to employees, or any other registration which is not appropriate for the registration of Registrable Securities), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or Holders; , provided further, however, that the Company may not utilize the rights provided exercise this deferral right for in subsections (1) and (2) above and this subsection (3) more than once in total 150 days in any twelve month one year period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or Initiating Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,0001,000,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 1.7(a) in any twelve (12) month period. The Company will (i) promptly give written notice of the proposed registration to all other Holders; and , and (ii) as soon as practicable, use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 twenty (20) days after receipt of the such written notice from the Company; provided. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7(a). (b) Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: : (1i) if in any particular jurisdiction in which the CompanyCompany would be required to execute a general consent to service of process in effecting such registration, within ten qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, (10ii) days of during the receipt of period ending on a date three (3) months following the request for registration pursuant to this Section 1.7, gives notice of its bona fide intention to effect the filing effective date 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 transaction, an employee benefit plan offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); , or (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3iii) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that that, in the good faith judgment of the Board of Directors Directors, it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a single period not to exceed 90 one hundred twenty (120) days from the receipt of the request to file such registration by such Holder or Holders. (c) Notwithstanding Section 1.7(a) above and subject to Section 1.7(b)(i) above, if during the period between (i) the first anniversary of the closing of the Company's (d) initial public offering and (ii) the second anniversary of the closing of the Company's initial public offering, Applied requests that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form; provided furtherprovided, however, that the Company may shall not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) be required to effect more than once in total in any twelve month period. For the avoidance of doubtone registration pursuant to this Section 1.7(c); and further, provided that, if the Company utilizes makes a good faith determination that any such offering would be detrimental to any other filed or pending offering, the requirement to register Applied Shares pursuant to this Section 1.7(c) shall be waived to the extent, and only to the extent, as to those Applied Shares as are permitted to be included in such other offering. The Company will, as soon as practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the rights provided Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request within twenty (20) days after receipt of such written notice. In the event that a registration pursuant to this Section 1.7(c) is for a registered public offering involving an underwriting, the Company and Applied shall enter into an underwriting agreement in subsections (1), (2) customary form with the managing underwriter selected for such underwriting by the Company and (3), it shall not have the right reasonably acceptable to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve monthsApplied.

Registration on Form S-3. (a) If any Holder or Holders holding in the aggregate not less than 15% of the then-outstanding Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, Securities the reasonably anticipated aggregate offering price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,0001,000,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best commercially reasonable efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Companymay reasonably request; provided, however, that the ----------------- Company shall not be required to effect more than one registration pursuant to this Section 2.6 in any six (6) month period. The substantive provisions of Sections 2.4(a)(i)-(ii) and 2.4(b) shall be applicable to each registration initiated under this Section 2.6. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 2.6: (1i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of 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 transaction, an employee benefit plan offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); ; (2iii) during the period starting with the date sixty (60) days prior to the Company’s 's estimated date of filing of, and ending on the date three six (6) months immediately following, the effective date of any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to 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 commercially reasonable efforts to cause such registration statement to be filed and become effective; or or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for registration statements to be filed in the near future, then the Company’s 's obligation to use its best commercially reasonable efforts to file a registration statement shall be deferred for a period not to exceed 90 120 days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve monthsHolder.

Registration on Form S-3. (a) If any Holder or Holders request The Company shall use its best efforts to qualify for registration on Form S-3, and to that end, the Company file a registration statement shall comply with the reporting requirements of the Exchange Act. After the Company has qualified for the use of Form S-3, each Holder shall have the right to request an unlimited number of registrations on Form S-3 (or any successor form to Form S-3) for a public offering such requests shall be in writing and shall state the number of shares of Registrable SecuritiesSecurities to be disposed of and the intended method of disposition of such shares by each such Holder), the reasonably anticipated aggregate price subject to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000, and the Company is then entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company willfollowing limitations: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Company; provided, however, that the Company shall not be obligated to take any action cause a registration on Form S-3 to effect any such registration pursuant become effective prior to this Section 1.7: (1) if 180 days following the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7, gives notice of its bona fide intention to effect the filing effective date of a Company-initiated registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating effected solely to a Rule 145 transaction or qualify an employee benefit plan or any other registration which is not appropriate for to effect a business combination pursuant to Rule 145 promulgated under the registration of Registrable SecuritiesSecurities Act); (2ii) during the period starting with the date sixty (60) days Company shall not be obligated to cause a registration on Form S-3 to become effective prior to the Company’s estimated date expiration of filing of, and ending on the date three months immediately following, 180 days following the effective date of the most recent registration pursuant to a request under Section 5 of this Agreement or pursuant to a request by a holder of registration rights under any registration statement pertaining to Securities other agreement of the Company granting Form S-3 demand registration rights; (other than with respect iii) the Company shall not be required to effect a registration statement relating on Form S-3 unless the Holder or Holders requesting registration propose to a Rule 145 transaction or dispose of shares of Registrable Securities having an employee benefit plan), provided that aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least $3,000,000; (iv) the Company is actively employing shall not be required to effect more than two registrations on Form S-3 in good faith all reasonable efforts any 12 month period; (v) the Company shall not be required to cause maintain and keep any such registration on Form S-3 effective for a period greater than the period equal to the shorter of (x) 90 days or (y) that time reasonably necessary to permit the disposition of the Registrable Securities subject to such registration; and (vi) the Company may defer the filing of such registration statement for a period of up to be filed and become effective; or (3) if 90 days after receipt of the Company shall furnish to such request of the Holder or Holders a certificate signed by the President of the Company stating that requesting such registration, if in the good faith judgment of the Company’s Board of Directors Directors, it would be seriously detrimental to the Company or and its shareholders for stockholders if the registration statements to be filed in the near futurewere filed, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or Holders; provided furtherprovided, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) right more than once in total twice in any twelve 12-month period. For the avoidance period and that such filing shall not be deferred for an aggregate of doubtmore than 120 days in any 12-month period and provided, if further, that the Company utilizes shall not register any securities for its own account or that of any other stockholder during such period other than pursuant to (i) a registration relating to the sale of securities to employees of the rights provided for in subsections Company or a subsidiary pursuant to a stock option, stock purchase or similar plan or (1), (2ii) and (3), it a registration relating to a transaction pursuant to Rule 145 promulgated under the Securities Act. The Company shall not have the right give notice to utilize the same right again; nor shall it have the right to utilize any all Holders of the receipt of a request for registration pursuant to this Section and shall provide a reasonable opportunity for all such other rights provided Holders to participate in subsections (1)the registration. Subject to the foregoing, (2) and (3) the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for twelve monthspurposes of disposition.

Registration on Form S-3. (a) If any Holder or Holders holding in the aggregate not less than five percent (5%) of the then outstanding Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000500,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Companymay reasonably request; provided, however, that the Company --------- ------- shall not be required to effect more than two (2) registrations pursuant to this Section 1.4 in any twelve (12) month period. The substantive provisions of Section 1.2(b) shall be applicable to each registration initiated under this Section 1.4. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.71.4: (1i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety sixty (9060) days of receipt of such request (other than (x) a registration of securities in a Rule 145 transaction, (y) a registration statement on Form S-4 or S-8 or any form substituting therefor or (z) with respect to a registration statement relating to a Rule 145 transaction or an any employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securitiesplan); (2iii) during the period starting with the date sixty within one hundred eighty (60180) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining referred to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan)in Sections 1.2 and 1.3 above, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders the Investors for registration statements to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 sixty (60) days from the receipt of the request to file such registration by such Holder or Holders; Holder, provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and use this subsection (3) right more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights period and may not during such sixty (60) day period file or prepare to file a registration statement other than one provided for in subsections this Section 1.4 or under Section 1.2 (1), (2) and (3), it shall not have the right to utilize if requested by the same right again; nor shall it Holder or Holders who have the right to utilize any requested registration of the other rights provided in subsections (1Registrable Securities under this Section 1.4), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or Holders request requests that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, Securities the reasonably anticipated aggregate offering price to the public of which, net of underwriting discounts and commissions, would exceed not less than $2,000,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: shall use its commercially reasonable efforts to cause such Registrable Securities to be registered for the offering on such form; PROVIDED, HOWEVER, that the Company shall not be required to effect more than two such registration pursuant to this Section 1.7 in any twelve-month period. The Company will (i) promptly give written notice of the proposed registration to all other Holders; and Holders and (ii) as soon as practicable, use its best commercially reasonable efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 thirty (30) days after receipt of the such written notice from the Company; provided. If the registration is for a public offering involving an underwriting, howeverthe substantive provisions of Sec tion 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: : (1i) if in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) beginning at any time when the Company delivers notice to the Holders of the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7, gives notice of its 's 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 transaction, an employee benefit plan offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); ) with the Commission within ninety (290) days of such notice and ending on the earlier of the abandonment or consummation of such offering; (iii) during the period starting with the date sixty forty-five (6045) days prior to the Company’s estimated date of filing of, and ending on the a date three months immediately following, sixty (60) days following the effective date of any of, a registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction transaction, an offering solely to employees or an employee benefit planany other registration which is not appropriate for the registration of Registrable Securities), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near futurefuture or for any disclosure to be made that, then in the opinion of the Board of Directors duly advised by counsel, is required to be made in connection with the sale of Registrable Securities pursuant to such registration, provided that the Company’s 's obligation to use its best commercially reasonable efforts to file a registration statement shall be deferred for a period not to exceed 90 ninety (90) days from the receipt of the request to file such registration by such Holder or Holders; provided Holder, and provided, further, however, that the Company may shall not utilize the rights provided for in subsections (1) and (2) above and exercise its right under this subsection (3) clause to defer such obligation more than once in total in any twelve twelve-month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) i. If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) ), or any similar short-term registration statement, for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissionscommissions (if any), would exceed $2,000,000, 1,000,000 and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered on such form for the offering and to cause such Registrable Securities to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Companymay reasonably request; provided, however, that the Company shall not be required to effect more than four registrations pursuant to this Section 2.7 or more than one such registration in any twelve (12) month period. After the Company's first public offering of its securities, the Company will use its best efforts to qualify for Form S-3 registration or a similar short-form registration. The provisions of Section 1.6(b) shall be applicable to each registration initiated under this Section 2.7. ii. Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 2.7: (1i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of 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 transaction, or an employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securitiesoffering solely to employees); ; (2iii) during the period starting with the date sixty (60) days prior to the Company’s 's estimated date of filing of, and ending on the date three (3) months immediately following, the effective date of any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to 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 be filed and become effective; or or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for registration statements to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or HoldersHolder; provided furtherprovided, however, that the Company may shall not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) exercise such right more than once in total in any twelve twelve-month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. In addition to the rights set forth above, if the Holder(s) holding at least twenty-five percent (a25%) If any Holder or Holders of the Registrable Securities request in writing that the Company file a registration statement on Form S-3 (S-3, or any successor form to Form S-3successors thereto (a “Follow-On Registration”) for a public offering of shares of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000, Securities and the Company is then entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file filing post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion Act). The Company will promptly give written notice of the request for the proposed registration to all other Holders and include all Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 thirty (30) days after receipt of the such written notice from the Company; provided. The written request of a Holder may specify that all or part of such Holder’s Registrable Securities will be included in such registration. If the Follow-On Registration is for an underwritten offering, howeverthe provisions of Section 3(b) shall apply to such registration. Notwithstanding the foregoing, that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance, pursuant to this Section 1.76: (1a) if in any particular jurisdiction in which the CompanyCompany would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within ten (10) days of qualification or compliance unless the receipt of Company is already subject to such service in such jurisdiction and except as may be required by the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities);Securities Act; or (2b) during the period starting with the date sixty thirty (6030) days prior to the Company’s estimated date of filing offiling, and ending on the date three months one hundred and eighty (180) days immediately following, following the effective date of any registration statement pertaining to Securities securities of the Company (other than a registration of securities in a Rule 145 Transaction or with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or Holders request that Following the first offering of ------------ ------------------------ Common Stock by the Company file pursuant to a registration statement under the 1933 Act, the Company shall use its best efforts to qualify for registration of resales of its Common Stock under the 1933 Act on Form S-3 (or any successor similar form to Form S-3) for a public offering of Registrable Securitiespromulgated by the Securities and Exchange Commission). To that end, the reasonably anticipated aggregate price Company shall register (whether or not required by law to do so) its Common Stock under the public Securities Exchange Act of which, net 1934 (the "1934 Act") within six months following the effective date of underwriting discounts and commissions, would exceed $2,000,000, and the first registration of any securities of the Company is then entitled to use under the 1933 Act. After the Company has qualified for the registration of its Common Stock under the 1933 Act on Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering(or similar form), the Company will: (i) , upon written request of any holder or holders of shares of Stock having an aggregate market value of not less than $500,000 to register or qualify such Stock pursuant to this Section 8.05, promptly give written notice of the proposed registration such request to all other Holders; and (ii) use its best efforts registered holders of Stock. Any holder of Stock desiring to effect as soon as practicable have any of his Stock included in such registration (includingor qualification shall, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion within 30 days after its receipt of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Company; provided, howevernotify the Company of the number of shares of Stock which it desires to have so included and the manner in which it proposes to dispose of such .Stock. The Company shall, that as expeditiously as possible, endeavor in good faith to effect a registration under the 1933 Act on Form S-3 (or similar form) of all Stock referred to in a request or notice timely given to the Company pursuant to this Section 8.05, and to effect any registration or qualification of such Stock under any state law, and any listing of such Stock with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Stock in the manner specified in such request or notices. the Company shall not be obligated required to take any action cause a registration statement to effect any such registration become effective pursuant to this Section 1.7: (1) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities); (2) during the period starting with the date sixty (60) days 8.05 prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, 180 days following the effective date of any the most recent registration statement pertaining to Securities of by the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that under the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months1933 Act.

Registration on Form S-3. In addition to the rights under Section 2 hereof, if at any time: (aA) If any Holder a holder or Holders request holders of Investor Securities then outstanding request(s) that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) thereto for a public offering of Registrable Securitiesall or any portion of the Investor Securities held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, which would exceed $2,000,000, and 1,000,000; and (B) the Company is then a registrant entitled to use Form S-3 under applicable Commission rules or any successor thereto to register such Investor Securities, then the Registrable Company shall use its reasonable best efforts to register under the Securities for Act on Form S-3 or any successor thereto, in accordance with the method of disposition specified in such an offeringnotice, the number of Investor Securities specified in such notice. Whenever the Company will: (i) promptly give written notice of the proposed registration is required by this Section 3 to all other Holders; and (ii) use its reasonable best efforts to effect as soon as practicable such the registration (includingof Investor Securities, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion each of the Registrable Securities procedures and requirements of any Holder or Holders joining in such request as are specified in a written request received by Section 1 (including the Company within 15 days after receipt of the written notice from the Company; provided, however, requirement that the Company notify all holders of Investor Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) shall not be obligated apply to take any action such registration. In addition, the Company shall have the right to effect any such registration pursuant to this Section 1.7: (1) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7, gives notice of its bona fide intention to effect delay the filing of a the Form S-3 registration statement with the Commission within ninety for a period not to exceed one hundred twenty (90120) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities); (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it of the Company shall have determined, in good faith, that to so file the Form S-3 registration statement would be seriously detrimental to the Company or and its shareholders for registration statements to be filed in stockholders, and the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt President of the request Company has agreed and delivered to file the holder(s) a certificate to such registration by such Holder or Holderseffect; provided furtherprovided, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) right more than once in total 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 one hundred twenty (120) day period. For The Company shall be obligated to register Investor Securities pursuant to this Section 3 on multiple occasions; provided, that such obligation shall be deemed satisfied on any occasion only when a registration statement covering all Investor Securities specified in notices received as aforesaid, for sale in accordance with the avoidance method of doubtdisposition specified by the requesting holders, shall have become effective and, if the Company utilizes any such method of the rights provided for in subsections (1)disposition is a firm commitment underwritten public offering, (2) and (3), it all such Investor Securities shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve monthsbeen sold pursuant thereto.

Registration on Form S-3. (a) If any Holder or Holders holding in the aggregate not less than ten percent (10%) of the then outstanding Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000500,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Companymay reasonably request; provided, however, that the Company shall not be required to effect more than one (1) registration pursuant to this Section 1.4 in any six (6) month period. The substantive provisions of Section 1.2(b) shall be applicable to each registration initiated under this Section 1.4. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.71.4: (1i) if in any particular jurisdiction in which the CompanyCompany would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) within ten one hundred eighty (10180) days of the receipt of the request for registration pursuant to this Section 1.7, 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 employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities); (2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining referred to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), in Sections 1.2 and 1.3 above provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or (3iii) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 sixty (60) days from the receipt of the request to file such registration by such Holder or Holders; Holder, provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and use this subsection (3) right more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.

Registration on Form S-3. (a) If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, Securities the reasonably anticipated aggregate offering price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,0001,000,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities as are specified to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such request, together with all or such portion of jurisdictions as the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Companymay reasonably request; provided, however, that the Company -------- ------- shall not be required to effect more than one registration pursuant to this Section 2.6 in any twelve (12) month period or in excess of two registrations under this Section 2.6. The substantive provisions of Section 2.4(b) shall be applicable to each registration initiated under this Section 2.6. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: 2.6: (1i) with respect to any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of 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 transaction, an employee benefit plan offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); ; (2iii) during the period starting with the date sixty (60) days prior to the Company’s 's estimated date of filing of, and ending on the date three six (6) months immediately following, the effective date of any registration statement pertaining to Securities securities of the Company (other than with respect to a registration statement relating to 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 be filed and become effective; or or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then in any such case the Company’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 ninety (90) days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve monthsHolder.

Registration on Form S-3. (a) If at any time after the first anniversary of this Agreement, any Holder or Holders request requests that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, Securities the reasonably anticipated aggregate offering price to the public of which, net of underwriting discounts and commissions, would exceed not less than $2,000,000750,000, and the Company is then a registrant entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will: shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form; PROVIDED, HOWEVER, that the Company shall not be required to effect more than one such registration pursuant to this Section 1.7 in any twelve-month period. The Company will (iI) promptly give written notice of the proposed registration to all other Holders; and Holders and (ii) as soon as practicable, use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 thirty (30) days after receipt of the such written notice from the Company; provided. If the registration is for a public offering involving an underwriting, howeverthe substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7: : (1I) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7of the Holder, 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 transaction, an employee benefit plan offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); ; (2iii) during the period starting with the date sixty forty-five (6045) days prior to the Company’s estimated date of filing of, and ending on the a date three months immediately following, sixty (60) days following the effective date of any of, a registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction transaction, an offering solely to employees or an employee benefit planany other registration which is not appropriate for the registration of Registrable Securities), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective; or or (3iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or Holders; provided further, however, that the Company may not utilize the rights provided for in subsections (1) and (2) above and this subsection (3) more than once in total in any twelve month period. For the avoidance of doubt, if the Company utilizes any of the rights provided for in subsections (1), (2) and (3), it shall not have the right to utilize the same right again; nor shall it have the right to utilize any of the other rights provided in subsections (1), (2) and (3) for twelve months.it