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

Registration on Form S-3. If at any time (i) a holder or holders of Restricted Stock then outstanding requests in writing that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable 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 notice, the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration.

Registration on Form S-3. If at In addition to the rights set forth above, if any time (i) a holder or holders of Restricted Stock then outstanding Holder requests in writing that the Company file a registration statement on Form S-3 (or any successor thereto successors thereto) with aggregate proceeds of at least $500,000 (a "Follow-On Registration") for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, Registrable Securities and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register securities for such sharesan offering, then the Company shall use its reasonable best efforts to register effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act on Form S-3 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 any successor thereto, for public sale Holders joining in accordance with the method of disposition such request as are specified in a written request received by the Company within thirty (30) days after receipt of such noticewritten notice from the Company. 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, the number provisions of shares of Restricted Stock specified in Section 5(b) shall apply to such notice; provided, howeverregistration. Notwithstanding the foregoing, the Company shall not be required obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 6 9: (a) if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock Holders initiating the registration on Form S-3 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 materially seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at filed and it is therefore essential to defer such time, filing; in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 60 ninety (90) days after the receipt of the request of the holder or holders of Restricted Stock Holders initiating the registration on Form S-3 under this Section 6; 9, provided, however, that the Company shall may not defer utilize this right more than two filings of the Form S-3 once in any 12 twelve-month period; or (xxb) if the Company has, within any 90-day period already effected one (1) registration or within the 12 twelve (12) month period preceding the date of such request, request already effected two (2) registrations on Form S-3 for the holders of Restricted Stock Holders pursuant to this Section 6, or 9; (yyc) if the Company has effected two (2) such registrations pursuant to this Section 9; or (d) 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. Whenever compliance unless the Company is already subject to such service in such jurisdiction and except as may be required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registrationSecurities Act.

Registration on Form S-3. If at any time (ia) a the holder or holders of Restricted Stock then outstanding requests in writing ten percent (10%) of the Registrable Securities (the “S-3 Holders”) request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000, and (iib) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, ; then the Company shall use its commercially reasonable 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 notice, the number of shares of Restricted Stock Registrable Securities specified in such notice. Whenever the Company is required by this Section 5 to use commercially reasonable efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 3 (including but not limited to the requirement that the Company notify all holders of Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that in no event shall the Company be required to file more than two (2) registrations on Form S-3 in any 12-month period. Notwithstanding anything to the contrary contained herein, the Company shall not be required obligated to take any action to effect any such registration, qualification qualification, or compliance pursuant to this Section 6 5: (a) if (x) Form within 30 days of receipt of a written request from the S-3 is not available for Holders pursuant to this Section 5, the Company gives notice to such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities S-3 Holders of the Company entitled Company’s intention to inclusion in such registrationmake a public offering within 90 days, propose to sell Restricted Stock and other securities of less than $1,000,000; (zb) if the Company shall furnish to the holders of Restricted Stock S-3 Holders a certificate signed by the President Chairman of the Board of Directors of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock S-3 Holders under this Section 65; provided, however, that such right to delay a request shall be exercised by the Company shall not defer more than two filings of the Form S-3 twice in any 12 twelve (12) month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yyc) 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. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration.

Registration on Form S-3. (a) If at any time (i) a holder Holder or holders Holders holding in the aggregate not less than 15% of Restricted the aggregate number of shares of outstanding Preferred and Common Stock then outstanding requests in writing issued upon the conversion of the Preferred request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion the Registrable Securities the reasonably anticipated aggregate price to the public of the shares which, net of Restricted Stock held by such requesting holder or holdersunderwriting discounts and commissions, would exceed $500,000, and (ii) the Company is a registrant then entitled to use Form S-3 or any successor thereto under applicable Commission rules to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified to be qualified in such notice, jurisdictions as the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification Holder or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6Holders may reasonably request; provided, however, that the Company shall not defer be required to effect more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock one registration pursuant to this Section 66.3 in any six month period. The substantive provisions of Section 6.5 shall be applicable to each registration initiated under this Section 6.2. (b) Notwithstanding the foregoing, or the Company shall not be obligated to take any action pursuant to this Section 6.2: (yyi) 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. Whenever compliance unless the Company is already subject to service in such jurisdiction and except as may be required by this Section 6 the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); (iii) 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 six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to such Holder 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 reasonable best efforts to effect file a registration statement shall be deferred for a period not to exceed 120 days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 (including but not limited request to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to file such registrationregistration by such Holder.

Registration on Form S-3. (a) If at any time (i) a holder Holder or holders of Restricted Stock then outstanding requests in writing Holders request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3), for a public offering of all or any portion Registrable Securities, the reasonably anticipated aggregate price to the public of the shares which, net of Restricted Stock held by such requesting holder or holdersunderwriting discounts and commissions (if any), would exceed $1,000,000 and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its commercially reasonable best efforts to register under cause such Registrable Securities to be registered on such form for the offering and to cause such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified to be qualified in such notice, jurisdictions as the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification Holder or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6Holders may reasonably request; provided, however, that the Company shall not defer be required to effect more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two four registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 62.7 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 commercially reasonable efforts to qualify for Form S-3 registration or a registration on any successor form to Form S-3.The provisions of Section 2.6(b) shall be applicable to each registration initiated under this Section 2.7. (yyb) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 2.7: (i) 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. Whenever compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act; (ii) if the Company, within ten (10) days of the receipt of the request of the initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, or an offering solely to employees); (iii) 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 of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iv) after the Company has effected three (3) such registrations pursuant to this Section 6 2.7 and each such registration has been declared or ordered effective; or (v) if the Company shall furnish to such Holder 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 commercially reasonable best efforts to effect file a registration statement shall be deferred for a period not to exceed 90 days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 (including but not limited request to the requirement file such registration by such Holder or Holders; provided, however, that the Company notify all holders of Restricted Stock from whom notice has shall not been received and provide them with the opportunity to participate exercise such right more than once in the offering) shall apply to such registrationany twelve-month period.

Registration on Form S-3. If (a) In addition to the rights under Section 3 and 4 hereof, if at any time (i) a holder Holder or holders Holders of Restricted Stock at least 20% of the total Registrable Securities then outstanding requests in writing request(s) that the Company file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder Holder or holdersHolders, where the reasonably anticipated aggregate price to the public of this public offering would exceed $1,000,000 and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such sharesRegistrable Securities, then the Company shall use its commercially reasonable best efforts to register under the Securities Act on Form S-3 or any successor form thereto, for public sale in accordance with the method number of disposition Registrable Securities specified in such notice, the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock be required to effect a registration pursuant to this Section 6, 5: (i) at any time prior to six months following the effective date of a registration statement for the offering of its securities effected under Sections 3 or 4; (yyii) in any particular jurisdiction in which the Company would be required to to: (a) qualify to do business business, where it would not otherwise be required to qualify, (b) subject itself to general taxation, where it would not otherwise be so subject, or to (c) execute a general consent to service of process unless it is already subject to service in effecting such registration, qualification or compliance. Whenever the Company is jurisdiction and except as required by this Section 6 to use the Securities Act; (iii) if the Company, within ten (10) days of the receipt of the request of such Holders, gives notice of its reasonable best efforts bona fide intention to effect the filing of a registration statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Restricted Stock, each Registrable Securities); (iv) if the Company furnishes to such Holders a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the procedures and requirements Company’s Board of Section 4 (including but not limited Directors, it would be seriously detrimental to the requirement that Company and its shareholders for such registration statement to be filed on or before the date filing would be required and it is therefore essential to defer the filing of such registration statement, in which case the Company notify shall have the right to defer such filing for a period of not more than ninety (90) days after the furnishing of such a certificate of deferral; provided, however, that this right may be exercised only once in any twelve (12) month period; or (vi) after the Company has effected two (2) Registration Statements pursuant to this Section 5. (b) The right of the Holders of Registrable Securities to have their securities registered on Form S-3 under this Section 5 shall terminate at the earlier of (i) three (3) years following the Series B Agreements Closing Date, or (ii) as to any Holder, such earlier time at which all holders Registrable Securities held by such Holder (together with any affiliate of Restricted Stock from the Holder with whom notice has not been received and provide them such Holder must aggregate its sales under Rule 144) can be sold in any three-month period without registration in compliance with Rule 144 of the opportunity to participate in the offering) shall apply to such registrationSecurities Act.

Registration on Form S-3. If at any time (ia) In addition to the rights set forth in Section 2.1 and 2.2 hereof, if a holder or holders of Restricted Stock then outstanding Holder requests in writing that the Company file a registration statement on Form S-3 (or any successor thereto to Form S-3) for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holdersRegistrable Securities the reasonably anticipated aggregate price to the public of which would be at least $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Shares for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such shares to be registered for the Securities Act offering as soon as practicable on Form S-3 (or any successor thereto, for public sale in accordance with form to Form S-3). (b) The Holders' right to register shares under Section 2.6 shall be shared pro rata among all Holders of Registrable Securities and all other holders of securities of the method of disposition specified in such notice, Company who have a right to request inclusion therein based on the number of shares of Restricted Stock specified in such notice; provided, howeverRegistrable Securities held by each Holder. (c) Notwithstanding the foregoing, the Company shall not be required obligated to effect take any such registration, qualification or compliance action pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock a certificate signed by the President of the Company stating that, 2.6 in the good faith judgment of the Board of Directors of following situations: (i) if the Company, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing within ten (10) days of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within forty-five (45) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or holders any other registration which is not appropriate for the registration of Restricted Stock under this Registrable Securities); (ii) during the period starting with the date of filing of, and ending on a date ninety (90) days following the effective date of, a registration statement described in (i) above or pursuant to Section 62.1 or 2.2 hereof; providedPROVIDED, howeverHOWEVER, that the Company shall not defer is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that no other person or entity could require the Company to file a registration statement in such period; or (iii) more than two filings of the Form S-3 once in any 12 six-month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration.

Registration on Form S-3. If at any time (i) a holder or holders of Restricted Stock then outstanding requests As promptly as reasonably practicable after the date hereof, but in writing that no event later than ninety (90) days after the date hereof, the Company shall file with the Commission a registration statement on Form S-3 (or any successor thereto for if Form S-3 is not available, on such form of registration statement as is then available to effect a public offering registration of all or the Registrable Securities received on the date hereof (including any portion of the shares of Restricted Stock held retained by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then in an escrow for purposes of indemnification); provided that the Company shall use its reasonable best efforts convert to register under the Securities Act Form S-3, or file a replacement registration statement on Form S-3 or any successor theretoS-3, for public sale in accordance with promptly after the method first date it meets such requirements) relating to the resale by the Holder(s) of disposition specified in such noticeall of the Registrable Securities; PROVIDED, the number of shares of Restricted Stock specified in such notice; providedHOWEVER, however, that the Company shall not be required obligated to effect any such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for SECTION 2(A), or keep such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock effective pursuant to this Section 6, or (yy) SECTION 3 in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities or blue sky laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance. Whenever , in each case where it has not already done so. (ii) As promptly as reasonably practicable after the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement date that the Company notify distributes to the Stockholder Earnout Stock, if any, but in no event later than sixty (60) days after such date, the Company shall file with the Commission a registration statement on Form S-3 (or if Form S-3 is not available, on such form of registration statement as is then available to effect a registration of all holders such Earnout Stock; provided that the Company shall convert to Form S-3, or file a replacement registration statement on Form S-3, promptly after the first date it meets such requirements) relating to the resale by the Holder(s) of Restricted Stock from whom notice all such Earnout Stock; PROVIDED, HOWEVER, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this SECTION 2(A), or keep such registration effective pursuant to SECTION 3 in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities or blue sky laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not been received and provide them with the opportunity already done so. (iii) The Mandatory Registration Statements filed pursuant to participate in the offeringthis SECTION 2(A) shall apply contain "Selling Stockholders" and "Plan of Distribution" sections in a form reasonably satisfactory to such registrationthe Holder(s).

Registration on Form S-3. If at any time (ia) a holder or holders of Restricted Stock then outstanding requests in writing that the The Company file a shall use its best efforts to qualify for registration statement on Form S-3 or any comparable or successor thereto form or forms. After the Company has qualified for the use of Form S-3, Holder shall have the right to request one or more registrations on Form S-3 (such requests shall be in writing and shall state the number of Shares to be disposed of and the intended methods of disposition of such shares by Holder), provided, however, that the Company shall not be obligated to effect any such registration if (i) Holder proposes to sell Shares on Form S-3 at an aggregate price to the public of less than $3,000,000, or (ii) in the event the Company shall furnish the certification described in Section 10(d)(ii) (but subject to the limitations set forth therein), or (iii) the Company has, within the one year 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 public offering request complying with the requirements of all Section 10(a) hereof is delivered to the Company, the provisions of Sections 10(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 10(b) hereof shall apply to such registration. (c) The Company shall not be obligated to effect, or to take any portion action to effect, any such registration pursuant to this Section 10: (i) 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; (ii) During the period starting with the date 60 days prior to the Company’s good faith estimate of the shares date of Restricted Stock held by filing of, and ending on a date 180 days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such requesting holder or holdersregistration statement to become effective; (d) Subject to the foregoing clauses (i) and (ii), the Company shall file a registration statement covering the 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 is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable 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 notice, the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock Holder a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at filed in the near future and that it is, therefore, essential to defer the filing of such timeregistration statement, in which event then the Company shall have the right to defer such filing for the period during which such disclosure would be seriously detrimental, provided that (except as provided in clause (c) above) the Company may not defer the filing of the Form S-3 registration statement for a period not of more than 60 180 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; providedHolder, howeverand, provided further, that the Company shall not defer its obligation in this manner more than two filings of the Form S-3 once in any 12 twelve month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration.

Registration on Form S-3. (a) If at any time (i) a holder Holder or holders of Restricted Stock then outstanding requests in writing Holders request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3), or any similar short form registration statement, for a public offering of all or any portion Registrable Securities, the reasonably anticipated aggregate price to the public of the shares which, net of Restricted Stock held by such requesting holder or holdersunderwriting discounts and commissions, would exceed $1,000,000 and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such shares, then the Company shall use its reasonable 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 notice, the number of shares of Restricted Stock specified in such notice; provided, howeveran offering, the Company shall not be required shall, (i) promptly give to effect any each Holder written notice of such registration, qualification or compliance pursuant to this Section 6 if (xii) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion include in such registration, propose to sell Restricted Stock and other securities in any underwriting involved therein, all the Registrable Securities specified in a written request or requests made within 20 days after receipt of less than $1,000,000; (z) such written notice from the Company shall furnish by any Holder, and (iii) use its best efforts to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for cause such Form S-3 registration Registrable Securities to be effected at registered on such timeform for the offering, and to cause such Registrable Securities to be qualified in which event such jurisdictions, as the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder Holder or holders of Restricted Stock under this Section 6Holders may reasonably request; provided, however, that the Company shall not defer be required to effect more than two filings (2) such registrations 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 in any 12 month period; 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. (xxb) Notwithstanding the foregoing, the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock shall not be obligated to take any action pursuant to this Section 62.3, or (yyi) 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. Whenever compliance unless the Company is already subject to service in such jurisdiction and except as may be required by this the Securities Act; (ii) if the Company, within thirty (30) days of the receipt of the request of the Holders pursuant to Section 6 2.3(a), gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within sixty (60) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, or an offering solely to employees), 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 six (6) months immediately following (90 days immediately following such effective date in the case of a registration statement other than for the Company’s initial public offering), the effective date of such registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); provided that, in the case of such period prior to the effectiveness of such registration statement, the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and provided that the Company’s Board of Directors determines that such delay is in the best interest of the Company; (iii) if the Company shall furnish to such Holder 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 reasonable best efforts to effect file a registration statement shall be deferred for a period not to exceed ninety (90) days from the receipt of the request to file such registration by such Holder; or (iv) if the Company has already effected four (4) registrations pursuant to this Section 2.3. **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. The Company agrees that it may not make use of its rights to defer its obligations to file a registration statement pursuant to Sections 2.1(a)(ii)(3) and 2.3(b)(ii) more than once in any 12-month period and may not make use of its rights to defer its obligations to file a registration statement pursuant to Sections 2.1(a)(ii)(5) and 2.3(b)(iii) for more than an aggregate deferral period of 90 days in any 12-month period. (c) Not Demand Registration. Registration pursuant to this Section 2.3 shall not be deemed to be a demand registration under Section 2.1 hereof. Except as otherwise provided herein, there shall be no limit to the number of times Holders may request registration of Restricted Stock, each of the procedures and requirements of Registrable Securities under this Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration2.3.

Registration on Form S-3. If at any time (i) In case the Company shall receive from a holder or holders of Restricted Stock not less than 25% of the Registrable Securities then outstanding a written request or requests in writing that the Company file effect a registration statement on Form S-3 and any related qualification or any successor thereto for a public offering of compliance with respect to all or any portion a part of the shares of Restricted Stock held Registrable Securities owned by such requesting holder or holders, and (ii) the Company is a registrant entitled will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to use Form S-3 all other holders of Registrable Securities; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or any successor thereto to register facilitate the sale and distribution of all or such shares, then the Company shall use its reasonable best efforts to register under the portion of such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition as are specified in such noticerequest, together with all or such portion of the number Registrable Securities of shares of Restricted Stock any other holder or holders joining in such request as are specified in a written request given within 15 days after receipt of such noticewritten notice from the Company; provided, however, that the Company shall not be required obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 6 4: (i) if (x) Form S-3 is not available for such offering by the holders of Restricted Stockholders; (yii) if the holders of Restricted Stockholders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000500,000.00; (ziii) if the Company shall furnish to the holders of Restricted Stock a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement Registration Statement for a period of not more than 60 120 days after the receipt of the request of the holder Holder or holders of Restricted Stock Holders under this Section 64; provided, however, that the Company shall not defer more than two filings of the may only utilize this right once in connection with such Form S-3 in any 12 month periodRegistration Statement; (xxiv) if the Company has, within the 12 12-month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock Holders pursuant to this Section 6, or 4; (yyv) 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. Whenever ; or (vi) during the period ending 180 days after the effective date of a Registration Statement filed pursuant to this Section 4. (c) Subject to the foregoing, the Company is required by shall file a Registration Statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable and in any event with 120 days after receipt of the request or requests of the holders. Registrations effected pursuant to this Section 6 4 shall not be counted as demands for registration or registrations effected pursuant to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration2.

Registration on Form S-3. If at any time (i) a holder or holders the Holder of Restricted Stock then outstanding Registrable Securities requests in writing that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Securities held by the requesting Holder, (ii) the aggregate price to the public of such requesting holder or holdersoffering would reasonably be expected to exceed $750,000, and (iiiii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable 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 notice, the number of shares of Restricted Stock Registrable Securities specified in such notice. Whenever the Company is required by this Section 1.3 to use its best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 1.5(d) shall apply to such registration; provided, however, that the Company shall not be required obligated to effect any such registration, qualification or compliance pursuant to register Registrable Securities under this Section 6 if (x) 1.3 on more than two occasions or on more than one occasion in any six-month period. Notwithstanding anything to the contrary in this Agreement, the Company may delay the filing of a registration statement on Form S-3 is not available for such offering by if: (i) in the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities good faith and reasonable judgment of the Company entitled Board of Directors of the Company, such registration would be seriously detrimental to inclusion in the Company, and the Board of Directors concludes, as a result, that it is essential to defer the filing of such registrationregistration statement at such time, propose to sell Restricted Stock and other securities of less than $1,000,000; (zii) the Company shall furnish to the holders of Restricted Stock Holders a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the CompanyDirectors, it would be materially seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such timefiled in the near future and that it is, in which event the Company shall have the right therefore, essential to defer the filing of such registration statement. Upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event which makes any statement made in the S-3 or related prospectus untrue or which requires the making of any changes in such Form S-3 registration or prospectus so that they will not contain any untrue statement for of a period material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not more than 60 days after the misleading, each Holder shall forthwith discontinue disposition of shares pursuant to such Form S-3 until such Holder's receipt of the request copies of the holder supplemented or holders of Restricted Stock under this Section 6; provided, however, that amended prospectus (which the Company shall not defer more than two filings use commercially reasonable efforts to prepare and distribute promptly) or until it is advised in writing (the "Advice" ) by the Company that the use of the Form S-3 in prospectus may be resumed, and has received copies of any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, additional or (yy) in any particular jurisdiction in supplemental filings 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. Whenever the Company is required are incorporated by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate reference in the offering) shall apply to such registrationprospectus.

Registration on Form S-3. (a) If the Holders of at least 25% of the Registrable Securities (appropriately adjusted for any time (istock split, stock dividend, recapitalization, or similar event) a holder or holders of Restricted Stock then outstanding requests in writing request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering for the Registrable Securities having a market value of all or any portion of the shares of Restricted Stock held by such requesting holder or holdersat least $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified to be qualified in such notice, jurisdictions as the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification Holder or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6Holders may reasonably request; provided, however, that the Company shall not defer be required to effect more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock that one registration pursuant to this Section 63.3 per year. The substantive provisions of Section 3.1(b) shall be applicable to each registration initiated under this Section 3.3. (b) Notwithstanding the foregoing, or the Company shall not be obligated to take any action pursuant to this Section 3.3: (yyi) 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. Whenever compliance unless the Company is already subject to service in such jurisdiction and except as may be required by this Section 6 the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); or (iii) if the Company shall furnish to such Holder 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 reasonable best efforts to effect file a registration statement shall be deferred for a period not to exceed (60) days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 (including but not limited request to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to file such registrationregistration by such Holder.

Registration on Form S-3. If at any time (i) a holder The Company will use its commercially reasonable best efforts to become or holders remain entitled to use Form S-3 (or any successor form) for the registration of Restricted Stock then outstanding an offering of the Company's securities during the period in which the Holder has Registration Rights hereunder. Subject to the provisions of this paragraph (b), if the Holder requests in writing that the Company file a registration statement on Form S-3 (or any successor thereto form) for a public offering of all or any portion Registrable Securities the reasonably anticipated aggregate price to the public of the shares which, net of Restricted Stock held by such requesting holder or holdersunderwriting discounts and commissions, would exceed $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its commercially reasonable best efforts to register under cause such Registrable Securities to be registered for the offering on such form and, if required, to cause such Registrable Securities Act on Form S-3 or any successor thereto, to be qualified for public offer and sale in accordance with such jurisdictions as the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such noticeHolder may reasonably request; provided, however, that (1) the Company shall not be required to effect more than one such registration at the request of the Holder, (2) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) paragraph in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, and (3) if the Company shall furnish to the Holder a certificate signed by the President of Chief Executive Officer of the Company stating in that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for the Company to cause such Registrable Securities to be registered for the offering at such time, then the Company shall have the right to defer the filing of the registration statement on Form S-3 no more than once during any 12 month period for a period of not more than 120 days after receipt of such request by the Holder. Whenever If the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stockany Registrable Securities hereunder, each the Company shall prepare and file any amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the procedures and requirements of Section 4 (including but not limited Securities Act with respect to the requirement disposition of all the Registrable Securities for a period not to exceed 90 days, as requested by the Holder. (ii) Notwithstanding anything to the contrary herein, the Company shall not be obligated to take any action pursuant to this paragraph (b) during the period starting with the date 60 days prior to the Company's good faith estimate of the date of filing of, and ending on a date 180 days following the effective date of, a Company-initiated registration statement that is subject to paragraph (a) of this Appendix C, provided that the Company notify is actively employing in good faith all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity reasonable effort to participate cause such registration statement to become effective. (iii) Subject to paragraph (b)(iv) below, in the offeringevent of (1) any request by the SEC or any other federal or state governmental authority for amendments to the registration statement on Form S-3 filed under this paragraph (b) or amendments or supplements to the related prospectus or for additional information during the period of effectiveness of the registration statement on Form S-3 for such offering contemplated by paragraph (b)(i) above; (2) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of such registration statement on Form S-3 or the initiation of any proceedings for that purpose; (3) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (4) any event or circumstance which in the good faith judgment of the Company's Board of Directors would necessitate the making of any changes in such registration statement on Form S-3 or the associated prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of such registration statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of such prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; then the Company shall apply deliver a certificate in writing to the Holder (the "Suspension Notice") to the effect of the foregoing and, upon receipt of such Suspension Notice, the Holder will refrain from selling any Registrable Securities pursuant to such registrationregistration statement (a "Suspension") until the Holder has received copies of a supplemented or amended associated prospectus prepared and filed by the Company, or until it is advised in writing by the Company that the current prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use commercially reasonable best efforts to cause the use of the prospectus so suspended to be resumed as expeditiously as practicable after the delivery of a Suspension Notice to the Purchaser. (iv) Notwithstanding the foregoing paragraph (b)(iii), Holder shall not be prohibited from selling Registrable Securities under such registration statement as a result of Suspensions on more than two occasions of not more than 30 days in any 12-month period.

Registration on Form S-3. (a) If at any time (i) a holder or holders the Holders representing 50% of Restricted Stock then outstanding requests the Registrable Securities request in writing that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holdersCommon Stock, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Common Stock for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such Common Stock to be registered for the Securities Act offering on Form S-3 or any successor theretosuch form; PROVIDED, for public sale in accordance with the method of disposition specified in such noticeHOWEVER, the number of shares of Restricted Stock specified in such notice; provided, however, that the Company shall not be required to effect more than two registrations pursuant to this Section 1.4 in any twelve (12) month period. The Company will, as soon as practicable, (i) promptly give written notice of the proposed registration to all other Holders and (ii) 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 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 Common Stock 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 twenty (20) days after receipt of such written notice from the Company. 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 pursuant to this Section 1.4 (i) 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 pursuant unless the Company is already subject to this Section 6 if service in such jurisdiction and except as may be required by the Securities Act, (xii) during the period ending on a date three (3) months following the effective date of, a registration statement (other than with respect to a registration of securities in a Rule 145 Transaction, or a registration on Form S-3 S-8 (or any successor form) relating to an offering solely to employees or any other registration which is not available appropriate for such offering by the holders registration of Restricted Stock; Registrable Securities), or (yiii) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) if the Company shall furnish to the holders of Restricted Stock such Holder a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the CompanyDirectors, it would be materially seriously detrimental to the Company and or its stockholders for such Form S-3 registration statements to be effected at such timefiled in the near future, in which event then the Company shall have the right Company's obligation to defer the filing of the Form S-3 use its best efforts to file a registration statement shall be deferred for a single period not more than 60 to exceed ninety (90) days after from the receipt of the request of to file such registration by the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registrationHolders.

Registration on Form S-3. If (a) Subject to Section 7(b), if at any time (i) a holder or holders of Restricted Stock then outstanding requests in writing request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable 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 notice, the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever the Company is required by this Section 6 7 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 5 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, however, that, subject to Section 7(b), there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 7, and provided, further, that the requirements contained in the first sentence of Section 5(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 7. (b) Notwithstanding anything to the contrary in this Section 7, (i) the Company shall not be required to effect more than two registrations pursuant to this Section 7 in any 12-month period; (ii) the aggregate value of the shares of Restricted Stock to be registered under the Securities Act pursuant to each request for registration under this Section 7 shall not be less than $1,000,000; and (iii) the Company shall not be obligated to effect any such registration under this Section 7 if Form S-3 or any successor thereto is not available for such offering by the holders. The Company shall not be required to effect a registration pursuant to this Section 7 if the Company shall furnish to the holder or holders requesting a registration statement pursuant to this Section 7 a certificate signed by the Company’s Chief Executive Officer stating that, in the good faith judgment of the Board of Directors, including the vote or consent of a majority of the Investor Directors (as evidenced by a written resolution of the Board of Directors), that the Company would be materially adversely affected if such registration statement were filed, in which event the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of such holder or holders, provided that such right shall be exercised by the Company not more than once in any 12-month period; or (iv) with respect to any particular jurisdiction, the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.

Registration on Form S-3. If (a) Subject to the restrictions on ------------------------ transfer set forth in Section 3.3 and 3.4 of the Stockholders Agreement (as defined in the Stock Purchase Agreement), if at any time (i) a holder UBS, ITI or holders of Restricted Stock then outstanding Casty requests in writing that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $2,500,000, provided that the Restricted Stock for which registration has been requested constitutes at least 10% of the total shares of Restricted Stock then outstanding held by UBS, if such registration is requested by UBS, or at least 10% of the total shares of Restricted Stock then outstanding held by ITI or Casty, as the case may be, if such registration is requested by ITI or Casty, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable 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 notice, the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever the Company is required by this Section 6 6(a) to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, -------- however, that UBS, ITI and Casty may only request and obtain two registrations ------- on Form S-3 under this Section in any calendar year, provided, further, that no -------- ------- request may be made by a party under this Section 6(a) within 180 days after the effective date of any other registration statement filed by the Company pursuant to this Section on behalf of such party. (b) Notwithstanding Section 6(a) above, Casty may request, by written notice, that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Restricted Stock held by Casty (or any Affiliate thereof) and eligible for transfer pursuant to the restrictions on transfer contained in the first sentence of Section 3.4 of the Stockholders Agreement (the "Eligible Shares") and if the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale the number of shares of Restricted Stock specified in such written notice to the Company (not to exceed the number of Eligible Shares); provided, however, that (i) any registration under this Section 6(b) shall be a non- underwritten offering; (ii) Casty shall only be entitled to request two registrations under this Section 6(b); (iii) the Company shall only be obligated to effect one such registration during any calendar year (which shall count as one of the two permitted in such calendar year pursuant to Section 6(a)); and (iv) the Company shall not be required to maintain the effectiveness of any such registration statement for more than 60 days. Notwithstanding anything to the contrary contained herein, the Company shall not be required to file any registration statement under this Section 6(b): (x) within such period of time after the effective date of any earlier registration statement relating to an underwritten public offering (other than an Acquisition Registration Statement) as shall be determined in good faith by the managing underwriter of an underwritten public offering, provided that such time period shall not exceed 180 days or (y) if the Company shall furnish to Casty a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time due to any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries.

Registration on Form S-3. If (a) In addition to the registration rights provided pursuant to Section 2 of this Agreement, if at any time that the Company is eligible to register its securities on Form S-3 (ior any successor to Form S-3) the Company shall receive a holder or holders of Restricted Stock then outstanding requests in writing written request from the Initiating Holders that the Company file a registration statement under the Act on Form S-3 or any successor thereto to register for a public offering of all or any portion resale at least thirty-three and one-third percent (33 1/3%) of the shares Registrable Securities then outstanding (or a lessor percentage if the anticipated aggregate offering price, net of Restricted Stock held by such requesting holder or holdersunderwriting discounts and commissions, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shareswould exceed $3,000,000), then the Company shall use its reasonable best efforts shall, within 10 days of receipt thereof, give written notice of such request to register under the Securities Act on Form S-3 or any successor thereto, for public sale all Holders in accordance with the method notice provisions of disposition specified Section 14(b) hereof. The Company shall effect as soon as practicable, and in any event within 120 days of the receipt of such noticerequest, the number registration on Form S-3 under the Act of shares all Registrable Securities that the Holders request to be registered within 20 days of Restricted Stock specified the mailing of such notice by the Company. (b) The Company shall be obligated to effect only one such registration pursuant to this Section 3 in such noticeeach 12-month period; provided, howeverprovided further, the Company shall not be required obligated to effect any such registration, qualification or compliance registrations pursuant to this Section 6 3 during any 12-month period following the effective date of a registration under Section 2. (c) Notwithstanding the foregoing, if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock Holders requesting a registration statement pursuant to this Section 3 a certificate signed by the President of the Company stating thatthat a Blackout Period is in effect, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer such filing during the filing term of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6such Blackout Period; provided, however, that the Company shall may not defer file a registration statement for securities to be issued and sold for its own account or for the account of any other person during any Blackout Period and further provided, that the Company may not utilize this right more than two filings of the Form S-3 twice in any 12 12-month period or in a manner that results in Blackout Periods pursuant to any and all provisions of this Agreement aggregating more than 180 days during any 12-month period; . (xxd) If the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock shall furnish to Holders whose Registrable Securities have been registered pursuant to this Section 6, or (yy) in any particular jurisdiction in which 3 a certificate signed by the President of the Company would stating that a Blackout Period is in effect, the Holders shall not sell any Registrable Securities during such Blackout Period, notwithstanding the fact that such Registrable Securities may otherwise be required sold pursuant to qualify the effective registration statement or otherwise. (e) If any proposed registration pursuant to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. Whenever the Company is required by this Section 6 3 is to use its reasonable best efforts to effect be an underwritten offering, the registration provisions of Restricted Stock, each of the procedures Sections 2(d) and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering2(f) shall apply to such registrationapply.

Registration on Form S-3. If at any time (ia) a holder or holders of Restricted Stock then outstanding requests in writing 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 thereto for a public offering of all form or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) forms. After the Company is a registrant entitled has qualified for the use of Form S- 3, in addition to use Form S-3 or any successor thereto the rights contained in the foregoing provisions of this Section 1, the Holders of Registrable Securities shall have the right to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act request registrations on Form S-3 or any successor thereto, for public sale (such requests shall be in accordance with the method of disposition specified in such notice, writing and shall state the number of shares of Restricted Stock specified in Registrable Securities to be disposed of and the intended methods of disposition of such noticeshares of such Holder or Holders); provided, however, that the Company shall not be required obligated to effect any such registration, qualification or compliance pursuant to this Section 6 registration if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (yi) the holders of Restricted StockHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than One Million Dollars ($1,000,000; ) (znet of any underwriters' discounts or commissions), or (ii) in the event that the Company shall furnish the certification described in Section 1.2(c) (but subject to the holders of Restricted Stock limitations set forth therein), or (iii) in a certificate signed by the President of given twelve (12) month period, after the Company stating thathas effected one such registration in any such period, in the good faith judgment of the Board of Directors of the Company, or (iv) it would be materially detrimental to the Company and its stockholders for such Form S-3 registration is to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days five (5) years after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company's initial public offering. The Company shall not defer more than two filings of the Form S-3 be required to register in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) in any particular jurisdiction in which the Company it 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. Whenever . (b) If a request complying with the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited 1.16(a) above is delivered to the requirement that Company, and the Company notify all holders registration is for an underwritten offering, the provisions of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offeringSection 1.2(b) hereof shall apply to such registration. (c) All expenses incurred in connection with four (4) registrations requested pursuant to Section 1.16, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders and counsel for the Company, shall be borne by the Company; thereafter all expenses including fees and disbursements of all counsel for the selling Holder or Holders and counsel for the Company shall be borne pro rata by the Holder or Holders participating in the S-3 registration.

Registration on Form S-3. (a) If at any time (i) a holder Holder or holders Holders hold Registrable Securities equal or convertible in the aggregate to not less than 1% of Restricted Stock the then outstanding requests in writing Common Stock request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion shares of the shares Registrable Securities the reasonably anticipated aggregate price to the public of Restricted Stock held by such requesting holder or holderswhich, net of underwriting discounts and commissions, would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified to be qualified in such notice, the number of shares of Restricted Stock specified in jurisdictions as such notice; provided, however, the Company shall not be required to effect any such registration, qualification Holder or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6Holders may reasonably request; provided, however, that the Company shall not defer be required to effect more than two filings of the Form S-3 in any 12 month period; (xx2) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 62.7 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 2.5(a)(2) and 2.5(b)(2) shall be applicable to each registration initiated under this Section 2.7. (b) Notwithstanding the foregoing, or the Company shall not be obligated to take any action pursuant to this Section 2.7 (yyi) 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. Whenever compliance unless the Company is already subject to service in such jurisdiction and except as may be required by this Section 6 the Securities Act; (ii) prior to the Company's first registered public offering of its stock; (iii) if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement ---- ---- with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); (iv) 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 six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (v) if the Company shall furnish to such Holder 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 reasonable best efforts to effect file a registration statement shall be deferred for a period not to exceed one hundred and twenty (120) days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 (including but not limited request to the requirement file such registration by such Holder; provided that the Company notify all holders of Restricted Stock from whom notice has may not been received and provide them with the opportunity to participate in the offering-------- ---- exercise this deferral right more than once per twelve (12) shall apply to such registrationmonth period.

Registration on Form S-3. (a) If at any time (i) a holder or holders of Restricted Stock then outstanding requests in writing request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable 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 notice, the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; PROVIDED, HOWEVER, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to register Restricted Stock under the Securities Act on registration statements ("Registration Statements") may, upon the reasonable determination of the Board of Directors made only once during any six (6) month period, be suspended in the event and during such period as unforeseen circumstances (including without limitation (i) an underwritten primary offering by the Company (which includes no secondary offering) if the Company is advised in writing by its underwriters that the registration of the Restricted Stock would have a material adverse effect on the Company's offering, or (ii) pending negotiations relating to, or consummation of, a transaction or the occurrence of an event which would require additional disclosure of material information by the Company in Registration Statements or such other filings, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with Commission requirements) exist (such unforeseen circumstances being hereinafter referred to as a "Suspension Event") which would make it impractical or unadvisable for the Company to file the Registration Statements or such other filings or to cause such to become effective. Such suspension shall continue only for so long as such event is continuing but in no event for a period longer than ninety (90) days. The Company shall notify the Purchasers of the existence and nature of any Suspension Event.

Registration on Form S-3. If at any time (i) a holder or holders of Restricted Stock then outstanding requests in writing that the The Company shall file a registration statement Registration Statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register other appropriate registration document under the Securities Act on Form S-3 or any successor theretoof 1933, as amended, for public sale in accordance with resale of the method Registrable Securities and shall maintain the shelf registration effective for as long as a registration statement is required for resale of disposition specified in the Common Stock (it being agreed that such notice, a registration statement shall be required so long as a Holder is subject to the number volume limitations of shares Rule 144(e) under the Securities Act). The Company shall use reasonable efforts to file such Registration Statement within ninety (90) days of Restricted Stock specified in such notice; provided, howevera request by a Holder. (ii) Notwithstanding the foregoing, the Company shall not be required obligated to effect take any such registration, qualification or compliance action pursuant to this Section 6 if 6.6: (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy1) 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. Whenever compliance unless the Company is already subject to service in such jurisdiction and except as may be required by this Section 6 the Securities Act; (2) if the Company, within ten (10) days of the receipt of the request of a Holder, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within sixty (60) days of receipt of such request (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); (3) during the period starting with the date of filing of, and ending on the date 90 days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (4) if the Company shall furnish to each Holder 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 stockholders for registration statements to be filed in the near future, in which case the Company's obligation to use its reasonable best efforts to effect file a registration statement shall be deferred for a period not to exceed ninety (90) days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 (including but not limited request to the requirement file such registration by such Holder, provided that the Company notify all holders may not exercise this deferral right more than once per twelve-month period. (iii) In the event that the Company fails to perform any of Restricted Stock from whom notice has its obligations under this Section 6.6 and such failure to perform remains uncured, the Company shall not been received and provide them with have the opportunity right to participate call the Warrant, notwithstanding any provision in such warrant to the offering) shall apply contrary, for so long as such failure to such registrationperform remains uncured.

Registration on Form S-3. If At any time commencing after the date of exercise of the Option, and in addition to the rights under Sections 8.1 and 8.2 hereof, if at any time (i) the Lender makes a holder written request or holders of Restricted Stock then outstanding requests in writing that the Company file Borrower effect a registration statement on Form S-3 and any related qualification or any successor thereto for compliance with respect to all or a public offering part of the Shares owned by the Lender, the Borrower will: 8.3.1. as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or any such portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable 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 Lender's Shares as are specified in such notice, the number of shares of Restricted Stock specified in such noticerequest,; provided, however, that the Company Borrower shall not be required obligated to effect any such registration, qualification or compliance pursuant to this Section 6 8.3.1: (i) if (x) Form S-3 is not available for such offering by the holders of Restricted StockLender; (yii) if the holders of Restricted StockLender, together with the holders of any other securities of the Company Borrower entitled to inclusion in such registration, propose to sell Restricted Stock Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000500,000; (ziii) if the Company Borrower shall furnish to the holders of Restricted Stock Lender a certificate signed by the President of the Company Borrower stating that, in the good faith judgment of the Board of Directors of the CompanyBorrower, it would be materially seriously detrimental to the Company Borrower and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company Borrower shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 60 120 days after the receipt of the request of the holder or holders of Restricted Stock Lender under this Section 6; 8.3.1 (provided, however, that the Company Borrower shall not defer utilize this right more than two filings of the Form S-3 once in any 12 month period); (xxiv) if the Company Borrower has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock Lender pursuant to this Section 6, 8.3.1; or (yyv) in any particular jurisdiction in which if the Company Borrower 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. 8.3.2. Whenever Subject to the Company is required by this Section 6 foregoing, the Borrower shall file a registration statement covering the Shares and other securities so requested to use its reasonable best efforts to effect the registration of Restricted Stock, each be registered as soon as practicable after receipt of the procedures and requirements request or requests of the Lender. Registrations effected pursuant to Section 4 (including but 8.3.1 hereof shall not limited be counted as demands for registration or registrations effected pursuant to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registrationSections 8.1 or 8.2 hereof.

Registration on Form S-3. (a) If at any time (i) a holder Holder or holders of Restricted Stock then outstanding requests in writing Holders request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion shares of the shares Registrable Securities the reasonably anticipated aggregate price to the public of Restricted Stock held by such requesting holder or holderswhich, net of underwriting discounts and commissions, would exceed $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts offered to register under cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified to be qualified in such notice, jurisdiction as the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification Holder or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6Holders may reasonably request; provided, however, that the Company shall not defer be required to effect more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock one registration pursuant to this Section 64 in 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, or the Company shall not be obligated to take any action pursuant to this Section 4: (yy1) 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. Whenever compliance unless the Company is already subject to service in such jurisdiction and except as may be required by this Section 6 the Act; (2) if the Company, within ten days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within 90 days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); (3) during the period starting with the date 60 days prior to the Company's estimated date of filing of, and ending on the date six months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (4) if the Company shall furnish to such Holder 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 stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its reasonable best efforts to effect file a registration statement shall be deferred for a period not to exceed 180 days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 request to file such registration by such Holder; or (including but not limited to the requirement that 5) after the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity effected four registrations pursuant to participate in the offering) shall apply to such registrationthis Section 4.

Registration on Form S-3. (a) If at any time (i) a holder or holders of Restricted Stock then outstanding requests in writing Initiating Holders request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holdersRegistrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified to be qualified in such notice, jurisdictions as the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification Holder or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6Holders may reasonably request; provided, however, that the Company shall not defer be required to effect more than two filings of the Form S-3 in any 12 month period; one (xx1) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock registration pursuant to this Section 62.3 in any twelve (12) month period. The substantive provisions of Sections 2.1(a)(i), or 2.1(a)(ii) (yyother than the proviso thereto), 2.1(b), 2.1(c) and 2.1(d) 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 pursuant to this Section 2.3: (i) 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. Whenever , 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 fifteen (15) days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within sixty (60) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities), until the date six (6) months immediately following the effective date of any such registration statement, provided that (i) the Company continues in good faith to proceed toward filing the registration statement and in any event so files it within ninety (90) days following advice to the Initiating Holders of the Company’s intent to make such filing, (ii) the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective, (iii) the period referred to herein during which the Company may defer a registration requested hereunder may not exceed eight (8) months, and (iv) in the event the Company defers a registration requested hereunder pursuant to this Section 6 paragraph (ii), for a period of time (the “Deferral Period”), the Company may not again invoke the provisions of this paragraph (ii) at any time prior to six (6) months following termination of such Deferral Period; or (iii) if the Company shall furnish to such Holder 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 stockholders for registration statements to be filed in the near future, in which case the Company’s obligation to use its reasonable best efforts to effect file a registration statement shall be deferred for a period not to exceed one hundred twenty (120) days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 (including but not limited request to file such registration by the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registrationInitiating Holder.

Registration on Form S-3. If at (a) At any time (i) a holder after the last day of the sixth month after the date hereof and through the second annual anniversary of the date hereof, the Stockholders holding 70% or holders more of Restricted the Registrable Stock then outstanding requests in writing that may jointly request the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor theretoform thereto all, but not less than all, of the shares of Registrable Stock held by them for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock manner specified in such notice; provided, however, provided that the -------- ---- Company shall not be required is a registrant then entitled to effect any such registration, qualification or compliance pursuant to this Section 6 if (x) use Form S-3 is not available for or any successor form thereto to register such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish shares. Notwithstanding anything to the holders of Restricted Stock a certificate signed by the President of the Company stating thatcontrary contained herein, in the good faith judgment of the Board of Directors of the Company, it would no request may be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock made under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; 2: (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yyi) 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. Whenever compliance unless the Company is required by this Section 6 already subject to use its reasonable best efforts service in such jurisdiction; (ii) during the period starting with the date 60 days prior to effect the Company's estimated date of filing of, and ending on the date six months immediately following the effective date of, any registration statement pertaining to the securities of the Company (other than a registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited securities in a Rule 145 transaction or with respect to the requirement an employee benefit plan); provided that the Company notify is actively employing in good faith all holders -------- ---- reasonable efforts to cause such registration statement to become effective; and (iii) if the Company shall furnish to the Stockholder a certificate signed by the President of Restricted 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 statement to be filed in the near future, in which event the Company's obligation to use all reasonable efforts to register, qualify or comply under this Section 2 shall be deferred for a period not to exceed 90 days from the date of receipt of written request from the Stockholders; provided that -------- ---- the Company may not utilize this right more than once in any 12-month period. The Stockholders holding Registrable Stock from whom notice has not been received and provide them may only make one such request pursuant to this Section 2. (b) If the Stockholders request that the Registrable Stock be sold in an underwritten offering, then the Company, in consultation with the opportunity Stockholders, shall designate the managing underwriter of such offering. The Company shall be obligated to participate register Registrable Stock pursuant to this Section 2 on a single occasion only; provided, however, that such obligation shall be deemed satisfied -------- ------- only when a Registration Statement covering all shares of Registrable Stock specified in the offeringnotice received pursuant to Section 2(a) for sale in accordance with the method of disposition specified by the Stockholders shall apply have become effective. (c) The Company shall be entitled to include in any registration statement referred to in this Section 2, for sale in accordance with the method of disposition specified by the Stockholders, 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 registrationinclusion would adversely affect the marketing of the Registrable Stock to be sold.

Registration on Form S-3. If at any time after the earlier of the first (i1st) anniversary of the Closing and the occurrence of an event detailed in Section 3.2(b)(i)(B) the Company shall receive from the Investor a holder written request or holders requests (such requests shall state the number of Restricted Stock then outstanding requests in writing Registrable Securities to be disposed of and the intended methods of disposition of such shares by the Investor) that the Company file effect a registration statement on Form S-3 (or any successor thereto for to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a public offering part of the Registrable Securities, the Company will: (a) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or any such portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Investor's Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition as are specified in such notice, the number of shares of Restricted Stock specified in such noticerequest; provided, however, that the Company shall not be required obligated to effect any such registration, qualification or compliance pursuant to this Section 6 4.2: (i) if the Company shall have already effected two (x2) registrations for the Investor under this Section 4.2 (ii) if Form S-3 (or such successor or similar form) is not available for such offering by the holders of Restricted StockInvestor; or (yiii) if the holders of Restricted StockInvestor, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock Registrable Securities and such other securities (if any) at an aggregate offering price to the public of less than $1,000,000; or (ziv) if the Company shall furnish to the holders of Restricted Stock Investor a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a single period of not more than 60 ninety (90) days after the receipt of the request of the holder or holders of Restricted Stock Investor under this Section 6; provided, however, 4.2 and provided that such right to delay a request shall be exercised by the Company shall not defer no more than two filings of the Form S-3 twice in any 12 month one-year period; or (xxv) during the Company has, within the 12 month period preceding starting with the date of such requestfiling of, and ending on the date one hundred eighty (180) days following, the effective date of any other registration statement filed by the Company under the Securities Act; or (vi) if the Company has already effected two registrations one (1) registration on Form S-3 for the holders of Restricted Stock Investor pursuant to this Section 64.2 within the previous twelve (12) months. (b) Subject to the foregoing, or (yy) in any particular jurisdiction in which the Company would shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each registered as soon as practicable after receipt of the procedures and requirements of Section 4 (including but not limited to request by the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registrationInvestor.

Registration on Form S-3. If at any time (i) a holder or holders of at least forty percent (40%) of the Preferred Shares, the Note Warrants, the Note Warrant Shares or Restricted Stock then outstanding requests in writing request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000 and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form From S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and all Founders and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, however, that the requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 6 within one hundred eighty (180) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of the Restricted Stock shall have been entitled to join pursuant to Sections 4 or 5 in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been requested, provided, further, that such one hundred eighty (180) day period may be extended for up to an additional sixty (60) days upon the majority vote of both the Company's Board of Directors and shareholders.

Registration on Form S-3. (a) If at any time (i) a holder Holder or holders Holders of Restricted Stock then outstanding requests in writing the Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3), or any similar short-term registration statement, for a public offering of all or any portion Registrable Securities, the reasonably antici-pated aggregate price to the public of the shares which, net of Restricted Stock held by such requesting holder or holdersunderwriting discounts and commissions, would exceed $1,000,000 and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Regis-trable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such Registrable Securities to be registered on such form for the offering and to cause such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified to be qualified in such notice, jurisdictions as the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification Holder or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6Holders may reasonably request; provided, however, that the Company shall not defer be required to effect more than two filings of the Form S-3 registrations pur-suant to this Section 1.3 or more than one such registration in any 12 twelve (12) month period; . The provisions of Section 1.3(b) shall be applicable to each registration initiated under this Section 1.3. (xxb) Notwithstanding the foregoing, the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock shall not be obligated to take any action pursuant to this Section 6, or Sec-tion 1.3: (yyi) 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. Whenever compliance unless the Company is already subject to service in such jurisdic-tion and except as may be required by this Section 6 the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transac-tion, or an offering solely to employees); (iii) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be 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 reasonable best efforts to effect file a registration statement shall be deferred for a period not to exceed 90 days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 (including but not limited request to the requirement file such registration by such Holder; provided, however, that the Company notify all holders of Restricted Stock from whom notice has shall not been received and provide them with the opportunity to participate exercise such right more than once in the offering) shall apply to such registrationany twelve-month period.

Registration on Form S-3. If at any time (i) a holder or holders of Restricted Stock then outstanding requests in writing that Following the Company file a registration statement on Form S-3 or any successor thereto for a Company's initial public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holdersoffering, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its commercially reasonable best efforts to become eligible to register under offerings of securities on SEC Form S-3 or its successor form ("Form S-3"). After the Company has qualified for the use of Form S-3, Holders of the Registrable Securities Act then outstanding shall have the right to request registration on Form S-3 or any successor thereto, for public sale (which request shall be in accordance with the method of disposition specified in such notice, writing and shall state the number of shares of Restricted Stock specified in Registrable Securities to be registered and the intended method of disposition of shares by such noticeHolders). If the Company receives such a request then it shall use its best efforts to cause such shares to be registered on Form S-3; provided, however, provided that the Company shall not be required obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6 if 2.4(a): (xa) Form S-3 is not available for such offering by unless the holders Holders requesting registration propose to dispose of Restricted Stock; Registrable Securities having an anticipated aggregate price (yafter deduction of underwriting discounts and expenses of sale) of at least $1,000,000; (b) during the holders of Restricted Stock, together period starting with the holders date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any other registration statement pertaining to securities of the Company entitled (other than a registration of securities in a Rule 145 transaction or with respect to inclusion an employee benefit plan), provided that the Company is actively employing in good faith its best efforts to cause such registration, propose registration statement to sell Restricted Stock and other securities of less become effective; (c) more than $1,000,000twice in any twelve month period; or (zd) if the Company shall furnish to the holders of Restricted Stock such Holder a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and or its stockholders for such Form S-3 registration statements to be effected at such timefiled in the near future, in which event then the Company Company's obligation to use its best efforts to register, qualify or comply under this Section 2.4 shall have the right to defer the filing of the Form S-3 registration statement be deferred for a period not more than to exceed 60 days after from the receipt of the request of the holder to file such registration by such Holder or holders of Restricted Stock under this Section 6Holders; provided, however, that the Company shall not defer exercise such right more than two filings of the Form S-3 once in any 12 twelve-month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration.

Registration on Form S-3. If At any time commencing after the date of exercise of the Option, and in addition to the rights under Sections 2.1 and 2.2 hereof, if at any time (i) a holder Stockholder makes a written request or holders of Restricted Stock then outstanding requests in writing that the Company file to effect a registration statement on Form S-3 and any related qualification or any successor thereto for compliance with respect to all or a public offering part of the Registrable Securities owned by such Stockholder, the Company will: 2.3.1. as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested as would permit or facilitate the sale and distribution of all or any such portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition as are specified in such noticerequest, the number of shares of Restricted Stock specified in such notice; providedPROVIDED, howeverHOWEVER, that the Company shall not be required obligated to effect any such registration, qualification or compliance pursuant to this Section 6 2.3.1: (a) if (x) Form S-3 is not available for such offering by the holders of Restricted StockSelling Holders; (yb) if the holders of Restricted StockSelling Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted shares of Common Stock and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000500,000; (zc) if the Company shall furnish to the holders of Restricted Stock Stockholder Representative 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 materially seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 60 120 days after the receipt of the request of the holder or holders of Restricted Stock Stockholder Representative, after a Stockholder Action, under this Section 6; provided2.3.1 (PROVIDED, howeverHOWEVER, that the Company shall not defer utilize this right more than two filings of the Form S-3 once in any 12 month period); (xxd) if the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock Rights Holders pursuant to this Section 6, 2.3.1; or (yyv) in any particular jurisdiction in which if 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. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration.

Registration on Form S-3. If Subject to the limit of one registration hereunder in any 12 month period, if at any time (i) a holder or holders of Restricted Stock (excluding the Founders) then outstanding requests in writing request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable 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 notice, the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, however, that except as provided above there shall be no limitation on the number of registrations on Form S-3 that may be requested and obtained under this Section 6; and provided further, that the Company shall have the right to defer initiation of any filing of such a Form S-3 for a single period of not more than ninety (90) days after receipt of the request of the holders of Restricted Stock requesting registration under this Section 6, if the Company shall furnish to such holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed, provided that such right to delay a request shall be exercised by the Company no more than once in any one-year period.

Registration on Form S-3. (a) If at any time Holder or Holders of in excess of one percent (i1%) a holder or holders of Restricted Stock then outstanding requests in writing the Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3), or any similar short-term registration statement, for a public offering of all or any portion Registrable Securities, the reasonably anticipated aggregate price to the public of the shares which, net of Restricted Stock held by such requesting holder or holdersunderwriting discounts and commissions, would exceed $1,000,000 and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such Registrable Securities to be registered on such form for the offering and to cause such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified to be qualified in such notice, jurisdictions as the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification Holder or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6Holders may reasonably request; provided, however, that the Company shall not defer be required to effect more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two four registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 63.3 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 Sections 3.1(b) and 3.2(a) shall be applicable to each registration initiated under this Section 3.3. The number of registrations which may be requested by the Holders under this Section 3.3 shall not exceed four (yy4). (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 3.3: (i) 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. Whenever compliance unless the Company is already subject to service in such jurisdiction and except as may be required by this Section 6 the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, or an offering solely to employees); (iii) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on the date three (3) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration relating solely to a Rule 145 transaction or relating solely to employee benefit plans) provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to such Holder 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 reasonable best efforts to effect file a registration statement shall be deferred for a period not to exceed 90 days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 (including but not limited request to the requirement file such registration by such Holder; provided, however, that the Company notify all holders shall not exercise such right more than twice in any twelve (12) month period. If the Company shall so postpone the filing of Restricted Stock from whom a registration statement, such requesting Holder or Holders under this Section 3.3 shall have the right to withdraw the request for registration by giving written notice has not been received and provide them with to the opportunity to participate Company within 20 days after receipt of the certificate of postponement and, in the offering) event of such withdrawal, such request shall apply to such registrationnot be counted toward the number of requested registrations under this Section 3.3.

Registration on Form S-3. If at any time (i) a holder or holders of Restricted Stock then outstanding requests in writing that the The Company shall file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register other appropriate registration document under the Securities Act on Form S-3 for resale of the Registrable Securities and shall use reasonable efforts to maintain the shelf registration effective for a period of 18 months (or any successor theretoso long as a Holder is subject to the volume limitations of Rule 144(e) under the Securities Act). The Company shall (a) file such Registration Statement no later than (30) days after the last Closing Date (the "Filing Date"), for public sale in accordance with (b) use reasonable efforts to cause such Registration Statement to become effective within ninety (90) days after the method of disposition specified in Filing Date, and (c) cause such notice, Registration Statement to become effective within one hundred and fifty (150) days after the number of shares of Restricted Stock specified in such notice; provided, howeverFiling Date. (ii) Notwithstanding the foregoing, the Company shall not be required obligated to effect take any such registration, qualification or compliance action pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever compliance unless the Company is already subject to service in such jurisdiction and except as may be required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of Securities Act. (iii) In the procedures and requirements of Section 4 (including but not limited to the requirement event that the Company notify all holders of Restricted Stock from whom notice fails to file the registration statement pursuant to this Section 5 no later than thirty (30) days after the last Closing Date or if such registration statement has not been received declared effective within ninety (90) days of the earlier of the end of such thirty (30)-day period and provide them with the opportunity date of filing, the Company shall pay Purchaser an amount equal to participate two percent (2%) of the purchase price paid by such Purchaser pursuant hereto in respect of each 30-day period (or partial period thereof) of noncompliance. The Company shall make such payments on the first day of each month of noncompliance in respect of the number of days of noncompliance in the offering) shall apply to such registrationimmediately preceding month. Notwithstanding the foregoing payments by the Company, the Purchaser may seek any other remedies available by law.

Registration on Form S-3. If at At any time (i) a holder after October 31, 2002, each Holder or holders any group of Restricted Stock then outstanding requests in writing Holders shall have the right to request that the Company file a registration statement register such Registrable Securities on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by (such requesting holder or holders, requests to be in writing and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable 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 notice, state the number of shares of Restricted Stock specified in Registrable Securities to be disposed of and the intended method of disposition of such notice; providedshares by each such Holder), however, subject to the following limitations: (i) the Company shall not be required obligated to effect any such registration, qualification or compliance pursuant to this Section 6 registration if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; requesting Holders; (zii) the Company shall furnish not be obligated to the holders of Restricted Stock cause 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 materially detrimental to the Company and its stockholders for such registration on Form S-3 to become effective prior to 90 days following the effective date of a Company-initiated registration (other than a registration effected solely to be effected at such time, in which event the Company shall have the right qualify an employee benefit plan or to defer the filing of the Form S-3 registration statement for effect a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that business combination pursuant to Rule 145); (iii) the Company shall not defer more than two filings of the Form S-3 in be obligated to take any 12 month period; action to effect any such registration (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yyi) 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. Whenever registration unless the Company is already subject to jurisdiction and except as may be required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted StockSecurities Act, each of the procedures and requirements of Section 4 (including but not limited ii) to the requirement extent that the Company notify would be required to qualify or exempt such sale of securities under applicable blue sky or other state securities laws in more than ten (10) states; (iv) the Company shall not be required to effect a registration on Form S-3 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least $250,000; (v) the Company shall not be required to effect more than one (1) registration on Form S-3 in any six (6)-month period; (vi) the Company shall not be required to effect more than two (2) registrations on Form S-3 for the Holders pursuant to this Section 6; (vii) the Company shall not be required to maintain and keep any such registration on Form S-3 effective for a period greater than the period equal to the shorter of (x) 45 days or (y) such date as the disposition of the Registrable Securities subject to such registration has been completed; and (viii) the Company may defer the filing of such registration statement for a period of up to 120 days after receipt of the request of the Holder or Holders requesting such registration, if in the good faith judgment of the Company's Board of Directors, it would be detrimental to the Company and its stockholders if the registration statement were filed; provided, however, that the Company may not utilize this right more than once in any 12-month period. The Company shall give notice to all holders Holders of Restricted Stock from whom notice has not been received the receipt of a request for registration pursuant to this Section and shall provide them with the a reasonable opportunity for all such other Holders to participate in the offering) shall apply registration. Subject to such registrationthe foregoing, the Company will use its commercially reasonable 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 purposes of disposition.

Registration on Form S-3. If at any time (ia) In addition to the rights set ------------------------ forth in Section 2.1 and 2.2 hereof, if a holder or holders of Restricted Stock then outstanding Holder requests in writing that the Company file a registration statement on Form S-3 (or any successor thereto to Form S-3) for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holdersRegistrable Securities the reasonably anticipated aggregate price to the public of which would be at least $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Shares for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such shares to be registered for the Securities Act offering as soon as practicable on Form S-3 (or any successor thereto, for public sale in accordance with form to Form S-3). (b) The Holders' right to register shares under Section 2.6 shall be shared pro rata among all Holders of Registrable Securities and all other holders of securities of the method of disposition specified in such notice, Company who have a right to request inclusion therein based on the number of shares of Restricted Stock specified in such notice; provided, howeverRegistrable Securities held by each Holder. (c) Notwithstanding the foregoing, the Company shall not be required obligated to effect take any such registration, qualification or compliance action pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock a certificate signed by the President of the Company stating that, 2.6 in the good faith judgment of the Board of Directors of following situations: (i) if the Company, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing within ten (10) days of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within forty-five (45) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or holders any other registration which is not appropriate for the registration of Restricted Stock under this Registrable Securities); (ii) during the period starting with the date of filing of, and ending on a date ninety (90) days following the effective date of, a registration statement described in (i) above or pursuant to Section 62.1 or 2.2 hereof; provided, -------- however, that the Company shall not defer is actively employing in good faith all reasonable ------- efforts to cause such registration statement to become effective; provided, -------- however, that no other person or entity could require the Company to file a ------- registration statement in such period; or (iii) more than two filings of the Form S-3 once in any 12 six month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration.

Registration on Form S-3. If at any time (a) Subject to the remainder of this Section 7, and unless Rule 144 is available for effecting a proposed transfer of all of the Registrable Securities of a Holder and such transfer would result in the removal of the restrictive legend required by Section 2(a) hereof, in the event that (i) the Company receives from any Holder or Holders a holder or holders of Restricted Stock then outstanding requests in writing written request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3), or any similar short form registration statement (collectively, “Form S-3”), for a public offering of all or any portion Registrable Securities, the reasonably anticipated aggregate price to the public of the shares which, net of Restricted Stock held by such requesting holder or holdersunderwriting discounts and commissions, would exceed $2 million and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall will promptly give written notice of the proposed registration to all other Holders. As soon as reasonably practicable thereafter, the Company will use its reasonable diligent best efforts to register under cause all Registrable Securities to 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 such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition as are specified in such noticerequest, together with all or such portion of the number Registrable Securities of shares of Restricted Stock any Holder or Holders joining in such request as are specified in a written request received by the Company within (20) days after receipt of such notice; provided, howeverwritten notice from the Company. The provisions of Section 5(b) shall be applicable to each registration initiated under this Section 7. (b) Notwithstanding the foregoing, the Company shall will not be required obligated to effect take any such registration, qualification or compliance action pursuant to this Section 6 if 7(a): (xi) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of in any other securities of particular jurisdiction in which the Company entitled would be required to inclusion execute a general consent to service of process in effectuating such registration, propose qualification, or compliance unless the Company is already subject to sell Restricted Stock service in such jurisdiction and other securities of less than $1,000,000except as may be required by the Act; (zii) if the Company has previously effected two registrations pursuant to Section 7(a) whose effective dates were within the twelve month period whose last day is the date the Company receives the request; and (iii) if the Company shall furnish to the holders of Restricted Stock such Holder a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the CompanyDirectors, it would be materially seriously detrimental to the Company and or its stockholders for such Form S-3 registration statements to be effected at such timefiled in the near future or for any disclosure to be made that, in which event the Company shall have the right to defer the filing opinion of the Form S-3 Board of Directors, duly advised by counsel, is required to be made in connection with the sale of Registrable Securities pursuant to such registration, whereby the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not more than 60 to exceed 120 days after from the receipt of the request of the holder or holders of Restricted Stock under this Section 6to file such registration by such Holder; provided, provided however, that the Company shall not defer exercise such right more than two filings of the Form S-3 once in any 12 twelve-month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration.

Registration on Form S-3. (a) If at any time (i) a holder Holder or holders of Restricted Stock then outstanding requests in writing Holders request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion shares of the shares Registrable Securities the reasonably anticipated aggregate price to the public of Restricted Stock held by such requesting holder or holderswhich, net of underwriting discounts and commissions, would exceed $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified to be qualified in such notice, jurisdictions as the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification Holder or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6Holders may reasonably request; provided, however, that the Company shall not defer be required to effect more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock one registration pursuant to this Section 6paragraph 4 in any calendar year. The substantive provisions of paragraph 3(b) shall be applicable to each registration under this paragraph 4. (b) Notwithstanding the foregoing, or the Company shall not be obligated to take any action pursuant to this paragraph 4: (yyi) 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. Whenever compliance unless the Company is already subject to service in such jurisdiction and except as may be required by this Section 6 the Act; (ii) if the Company, within ten (10) days of the receipt of the request of the initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); (iii) 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 six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to such Holder 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 such time, then the Company's obligation to use its reasonable best efforts to effect file a registration statement shall be deferred for a period not to exceed 90 days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 (including but not limited request to the requirement file such registration by such Holder provided that the Company notify all holders of Restricted Stock from whom notice has may not been received and provide them with the opportunity to participate in the offering) shall apply to make such registrationcertification more than once every calendar year.

Registration on Form S-3. (a) If at any time after the date hereof, (i) a holder Holder or holders of Restricted Stock then outstanding requests in writing Holders request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Registrable Stock held by such requesting holder Holder or holdersHolders, the reasonably anticipated aggregate price to the public of such shares would exceed $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable 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 notice, the number of shares of Restricted Registrable Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever the Company is required by this Section 6 4 to use its reasonable best efforts to effect the registration of Restricted Registrable Stock, each of the procedures procedures, requirements and requirements limitations of Section 4 2 (including but not limited to the requirement that the Company notify all holders of Restricted Stock Holders from whom notice has not been received and provide them with the opportunity to participate in the offeringoffering and the requirements of subparagraph (b)) shall apply to such registration; provided, however, that there shall be no -------- ------- limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 4, except that the Company shall not be obligated to effect more than two registrations under this Section 4 in any twelve (12) month period; and provided, further, however, that the $10,000,000 -------- ------- ------- minimum dollar amount set forth in the first sentence of Section 2(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 4. (b) If the Company is a registrant entitled to use Form S-3 or any successor thereto to register shares of Registrable Stock, then 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 any method of disposition specified by any Holder or Holders, all of the shares of Registrable Stock. The Company agrees to maintain the registration effective as a shelf-registration for a period of eighteen (18) months, except in the case of the following (each, a "Blackout Event"): (i) within 90 days after the effective date of a Registration Statement filed by the Company or (ii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company stockholders for a Form S-3 Registration Statement to be effective due to pending Company events, or that keeping such Registration Statement effective at such time would require disclosure of material non-public information relating to the Company which, in the reasonable opinion of the Board of Directors, should not be disclosed, or if the Company intends to file a Registration Statement within sixty (60) days and agrees to register shares of the Holders' Registrable Stock therein, provided, however, that the Company shall promptly notify the Holders when the -------- ------- Blackout Event has terminated and when the Holders may sell their shares under such Registration Statement; provided further that -------- -------

Registration on Form S-3. (a) If at any time (i) a holder Holder or holders of Restricted Stock then outstanding requests Holders request in writing that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion Registrable Securities, the reasonably anticipated aggregate price to the public of the shares of Restricted Stock held by such requesting holder or holderswhich would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such shares, then the Company shall use its reasonable 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 notice, the number of shares of Restricted Stock specified in such notice; provided, howeveran offering, the Company shall not be required shall: (i) promptly give to effect any each Holder written notice hereof; and (ii) use commercially reasonable efforts to cause such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration Registrable Securities to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6so registered; provided, however, that the Company shall not defer be required to effect a Form S-3 registration within 180 days of the effective date of a prior registration statement under the Securities Act and shall not be required to effect more than two filings of the Form S-3 (2) such registrations in any 12 twelve (12) month period; . (xxb) Notwithstanding the foregoing, the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock shall not be obligated to take any action pursuant to this Section 6, or 2.7: (yyi) in any particular jurisdiction in which the Company would be required to qualify as a foreign corporation, subject itself to do business taxation in that jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance. Whenever registration unless the Company is already subject to service in such jurisdiction and except as may be required by this Section 6 to use the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request of the initial Holders, gives notice of its reasonable best efforts bona fide intention to effect the filing of a registration statement with the Commission within sixty (60) days of Restricted Stock, each receipt of such request (other than with respect to a registration statement relating either to the sale of securities to employees of the procedures and requirements of Section 4 Company pursuant to a stock option, stock purchase or similar plan or a Rule 145 transaction) (including but not limited which period shall extend to the requirement date that is six (6) months immediately following the effective date of any such registration statement), provided that the Company notify is actively employing in good faith all holders commercially reasonable efforts to cause such registration statement to become effective; or (iii) if the Company shall furnish to such Holders a certificate signed by the President of Restricted the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed and is therefore essential to defer the filing of such registration statement, then the Company shall have a right to defer such filing for a period not to exceed 120 days from the receipt of the written request to file such registration by such Holders; provided, however, that the Company shall not exercise such right more than once in any twelve-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder of the Company during such 120 day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock from whom being registered is Common Stock issuable upon conversion of debt securities that are also being registered). (c) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.7 and the Company shall include such information in the written notice has not been received and provide them referred to in Section 2.7(a). The provisions of Section 2.5(b) shall be applicable to such request (with the opportunity substitution of Section 2.7 for references to participate in the offering) shall apply to such registration.Section 2.5)

Registration on Form S-3. If at any time (a) Subject to the remainder of this Section 7, and unless Rule 144 is available for effecting a proposed transfer of all of the Registrable Securities of a Holder and such transfer would result in the removal of the restrictive legend required by Section 2(a) hereof, in the event that (i) the Company receives from any Holder or Holders a holder or holders of Restricted Stock then outstanding requests in writing written request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3), or any similar short form registration statement (collectively, “Form S-3”), for a public offering of all or any portion Registrable Securities, the reasonably anticipated aggregate price to the public of the shares which, net of Restricted Stock held by such requesting holder or holdersunderwriting discounts and commissions, would exceed $2 million and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall will promptly give written notice of the proposed registration to all other Holders. As soon as reasonably practicable thereafter, the Company will use its reasonable diligent best efforts to register under cause all Registrable Securities to 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 such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition as are specified in such noticerequest, together with all or such portion of the number Registrable Securities of shares of Restricted Stock any Holder or Holders joining in such request as are specified in a written request received by the Company within (20) days after receipt of such notice; provided, howeverwritten notice from the Company. The provisions of Section 5(b) shall be applicable to each registration initiated under this Section 7. (b) Notwithstanding the foregoing, the Company shall will not be required obligated to effect take any such registration, qualification or compliance action pursuant to this Section 6 if 7(a): (xi) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of in any other securities of particular jurisdiction in which the Company entitled would be required to inclusion execute a general consent to service of process in effectuating such registration, propose qualification, or compliance unless the Company is already subject to sell Restricted Stock service in such jurisdiction and other securities of less than $1,000,000except as may be required by the Act; (zii) if the Company has previously effected two registrations pursuant to Section 7(a) whose effective dates were within the twelve month period whose last day is the date the Company receives the request; and (iii) if the Company shall furnish to the holders of Restricted Stock such Holder a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the CompanyDirectors, it would be materially seriously detrimental to the Company and or its stockholders for such Form S-3 registration statements to be effected at such timefiled in the near future or for any disclosure to be made that, in which event the Company shall have the right to defer the filing opinion of the Form S-3 Board of Directors, duly advised by counsel, is required to be made in connection with the sale of Registrable Securities pursuant to such registration, whereby the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not more than 60 to exceed 120 days after from the receipt of the request of the holder or holders of Restricted Stock under this Section 6to file such registration by such Holder; provided, provided however, that the Company shall not defer exercise such right more than two filings of the Form S-3 once in any 12 twelve month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration.

Registration on Form S-3. If In case Xtrana shall at any time (i) a after the Closing become eligible to use Form S-3 for the registration of resale of securities by its stockholders and receives from any holder or holders of Restricted Stock then outstanding Registrable Securities (as defined below) a written request or requests in writing that the Company file Xtrana effect a registration statement on Form S-3 or any successor thereto for a public offering of with respect to all or any portion a part of the shares of Restricted Stock held Registrable Securities owned by such requesting holder or holders, then Xtrana will: (a) promptly give written notice of the proposed registration and to all other holders of Registrable Securities; and (iib) the Company is a registrant entitled to as soon as practicable, use Form S-3 or any successor thereto to register such shares, then the Company shall use its commercially reasonable best efforts to register under effect such registration as would permit or facilitate the sale and distribution of all or such portion of such holders or holders' Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition as are specified in such noticerequest, together with all or such portion of the number Registrable Securities of shares any other holder of Restricted Stock Registrable Securities joining in such request as are specified in such notice; provideda written request given within twenty (20) days after Xtrana provides the notice contemplated by clause (a). Notwithstanding the foregoing, however, the Company Xtrana shall not be required obligated to effect any such registration, qualification or compliance pursuant to this Section 6 SECTION 6.17 (i) if (x) Form S-3 is not available for such offering by the holders of Restricted Stockholders; (yii) if the holders of Restricted Stockholders, together with the holders of any other securities of the Company Xtrana entitled to inclusion in such registration, propose to sell Restricted Stock Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (ziii) if the Company Xtrana shall furnish to the holders of Restricted Stock a certificate signed by the President or Chief Executive Officer of the Company Xtrana stating that, that in the good faith judgment of the Board of Directors of the CompanyXtrana, it would be materially detrimental to the Company Xtrana and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement no more than once during any twelve month period for a period of not more than 60 ninety (90) days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month periodSECTION 6.17; (xxiii) the Company has, within the 12 month period preceding the date of such request, if Xtrana has already effected two registrations a registration on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, SECTION 6.17; or (yyiv) in any particular jurisdiction in which the Company Xtrana 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. Whenever For purposes hereof, the Company is required term "REGISTRABLE SECURITIES" means: (1) any Xtrana Common Stock held by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures an AIC Shareholder and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply issued to such registrationAIC Shareholder pursuant to this Agreement and (2) any shares of Xtrana Common Stock held by an AIC Shareholder and issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, any shares of Xtrana Common Stock described in clause (1) of this definition; PROVIDED, HOWEVER, that "Registrable Securities" shall exclude any Registrable Securities sold in a public offering, whether sold pursuant to Rule 144 promulgated under the Securities Act, or in a registered offering, or otherwise or securities which can be sold in accordance with Rule 144(k) promulgated under the Securities Act."

Registration on Form S-3. If at any time All expenses incurred in connection with up to two (i2) a holder registrations requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or holders Holders selected by them with the approval of Restricted Stock then outstanding requests in writing that the Company, which approval shall not be unreasonably withheld, and counsel for the Company, each of which shall be paid by the Company file (a registration statement on Form “Company Paid S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable 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 notice, the number of shares of Restricted Stock specified in such noticeRegistration”); provided, however, that no registration pursuant to Section 1.4 shall count as a Company Paid S-3 Registration if the Company withdraws such registration before it becomes effective (subject to the remainder of this Section 1.7(c)); and provided, further, that the Company shall not be required to effect pay for any such registration, qualification or compliance expenses of any registration proceeding begun pursuant to this Section 6 1.4 if (x) Form S-3 the registration request is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected subsequently withdrawn at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders Holders of Restricted Stock under this a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one S-3 registration pursuant to Section 61.4; providedprovided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not defer more than two filings be required to pay any of such expenses and shall retain their rights pursuant to Section 1.4. Any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne pro rata by the Holder or Holders participating in the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registrationRegistration.

Registration on Form S-3. If (a) Subject to the restrictions on ------------------------ transfer set forth in Section 3.3 and 3.4 of the Stockholders Agreement (as defined in the Stock Purchase Agreement), if at any time (i) a holder one or holders of Restricted Stock then outstanding more Investor Stockholders, ITI or Casty requests in writing that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $2,500,000, provided that the Restricted Stock for which registration has been requested constitutes at least 10% of the total shares of Restricted Stock then outstanding held by Investor Stockholders, if such registration is requested by one or more Investor Stockholders, or at least 10% of the total shares of Restricted Stock then outstanding held by ITI or Casty, as the case may be, if such registration is requested by ITI or Casty, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable 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 notice, the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever the Company is required by this Section 6 6(a) to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, -------- however, that each of the Investor Stockholders (considered as a group), ITI and ------- Casty may only request and obtain two registrations on Form S-3 under this Section in any calendar year, provided, further, that no request may be made by -------- ------- a party under this Section 6(a) within 180 days after the effective date of any other registration statement filed by the Company pursuant to this Section on behalf of such party. (b) Notwithstanding Section 6(a) above, Casty may request, by written notice, that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Restricted Stock held by Casty (or any Affiliate thereof) and eligible for transfer pursuant to the restrictions on transfer contained in the first sentence of Section 3.4 of the Stockholders Agreement (the "Eligible Shares") and if the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale the number of shares of Restricted Stock specified in such written notice to the Company (not to exceed the number of Eligible Shares); provided, however, that (i) any registration under this Section 6(b) shall be a non- underwritten offering; (ii) Casty shall only be entitled to request two registrations under this Section 6(b); (iii) the Company shall only be obligated to effect one such registration during any calendar year (which shall count as one of the two permitted in such calendar year pursuant to Section 6(a)); and (iv) the Company shall not be required to maintain the effectiveness of any such registration statement for more than 60 days. Notwithstanding anything to the contrary contained herein, the Company shall not be required to file any registration statement under this Section 6(b): (x) within such period of time after the effective date of any earlier registration statement relating to an underwritten public offering (other than an Acquisition Registration Statement) as shall be determined in good faith by the managing underwriter of an underwritten public offering, provided that such time period shall not exceed 180 days or (y) if the Company shall furnish to Casty a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time due to any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries.

Registration on Form S-3. If at (a) After the Company has qualified as a registrant whose securities may be sold pursuant to Form S-3 (or any time (i) a holder or holders of Restricted Stock then outstanding requests in writing similar successor form), it will forthwith notify Holder that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) so qualifies. After the Company is a registrant entitled to has qualified for the use of Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable 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 noticeS-3, the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall Holder will have the right to defer the filing of the request one registration on Form S-3 registration statement for a during any nine-month period not more than 60 days after (such requests will be in writing and will state the receipt number of Registrable Securities to be disposed of and the request intended method of the holder or holders disposition of Restricted Stock under this Section 6such Registrable Securities by Holder); provided, however, that the Company shall will not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock be required to effect a registration pursuant to this Section 6, 1.5 (i) unless the Holder proposes to dispose of Registrable Securities having an aggregate public offering price (before deduction of underwriting discounts and sales commissions) of at least $1,000,000 or (yyii) within six months following the effective date of any registration statement (other than a registration statement with respect to an employee stock plan or a registration of securities in any particular jurisdiction in which a Rule 145 transaction). (b) The Company will give notice to Holder of the Company would be required receipt of a request for registration pursuant to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. Whenever the Company is required by this Section 6 to use its 1.5 and will provide a reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity for Holder to participate in the offeringregistration. Subject to the foregoing, the Company will use commercially reasonable efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by Holder for purposes of disposition. The Company and Other Shareholders will have the right to participate in such registration in the manner provided in Section 1.2, except that in the event the Underwriter determines that market factors require a limitation on the number of shares to be underwritten, then shares will be excluded from such registration and underwriting pursuant to the allocation method (and subject to any limitations) shall apply described in Section 1.2(c). Any registration pursuant to such registrationthis Section 1.5 will not be counted as a registration pursuant to Section 1.2(a).

Registration on Form S-3. (a) If at any time (i) a holder or holders of Restricted Stock then outstanding requests in writing Initiating Holders request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holdersRegistrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified to be qualified in such notice, jurisdictions as the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification Holder or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6Holders may reasonably request; provided, however, that the Company shall not defer be required to effect more than two filings of the Form S-3 in any 12 month period; one (xx1) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock registration pursuant to this Section 62.3 in any twelve (12) month period. The substantive provisions of Sections 2.1(a)(i), or 2.1(a)(ii) (yyother than the proviso thereto), 2.1(b), 2.1 (c) and 2.1(d) 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 pursuant to this Section 2.3: (i) 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. Whenever , 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 fifteen (15) days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within sixty (60) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities), until the date six (6) months immediately following the effective date of any such registration statement, provided that (i) the Company continues in good faith to proceed toward filing the registration statement and in any event so files it within ninety (90) days following advice to the Initiating Holders of the Company’s intent to make such filing, (ii) the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective, (iii) the period referred to herein during which the Company may defer a registration requested hereunder may not exceed eight (8) months, and (iv) in the event the Company defers a registration requested hereunder pursuant to this Section 6 paragraph (ii), for a period of time (the “Deferral Period”), the Company may not again invoke the provisions of this paragraph (ii) at any time prior to six (6) months following termination of such Deferral Period; or (iii) if the Company shall furnish to such Holder 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 stockholders for registration statements to be filed in the near future, in which case the Company’s obligation to use its reasonable best efforts to effect file a registration statement shall be deferred for a period not to exceed one hundred twenty (120) days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 (including but not limited request to file such registration by the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registrationInitiating Holder.

Registration on Form S-3. If (a) If, at any time prior to the Termination Date, (i) a holder Registering Stockholder or holders Registering Stockholders of Restricted Stock then outstanding any Transaction Registrable Shares requests in writing that the Company file a registration statement Registration Statement on Form S-3 S-3, or any successor thereto thereto, for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holdersRegistering Stockholder's Transaction Registrable Shares, and (ii) the Company is a registrant entitled to use Form S-3 S-3, or any successor thereto such successor, to register such shares, then the Company shall use its reasonable best efforts (x) give written notice to each other potential Registering Stockholders within 10 Business Days after the receipt of such request (which such notice shall inform such Registering Stockholders that the Company is filing a Registration Statement pursuant to this Section 3 and shall set forth other information that is needed to enable such Registering Stockholders to register under their Transaction Registrable Shares pursuant to this Section 4) and (y) within 30 Business Days after the Securities Act Company gives the written notice referred to in the preceding clause (x) file on a Registration Statement on Form S-3 (or any such successor thereto, for public sale ) covering the Transaction Registrable Shares that have been duly specified by any Registering Stockholders who either provided a request to the Company pursuant to the preceding clause (i) or provided a written notice to the Company not later than 10 Business Days after the Company shall have given the written notice referred to in accordance with the method of disposition specified in such notice, preceding clause (x). Notwithstanding the number of shares of Restricted Stock specified in such notice; provided, howeverforegoing, the Company shall not be required to effect any such registration, qualification or compliance prepare and file pursuant to this Section 6 if (x4(a) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of a Registration Statement including less than $1,000,000; 200,000 Transaction Registrable Shares in the aggregate. (zb) Subject to Sections 6 and 27 hereof, the Company shall furnish use its best efforts to cause any Registration Statement filed pursuant the holders last sentence of Restricted Stock a certificate signed Section 4(a) to be declared effective by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days SEC as soon as reasonably practicable after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or initial filing thereof. (yyc) 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. Whenever the Company is required by this Section 6 4 to use its reasonable best efforts to effect the registration of Restricted Stockfile a Registration Statement on Form S-3 (or any successor thereto), each of the applicable procedures and requirements of Section 4 2 (including but not limited to including, without limitation, the requirement that the Company notify all holders each other potential Registering Stockholder of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in proposed registration of securities of the offeringCompany on such Registration Statement) shall apply to such registrationRegistration Statement.

Registration on Form S-3. If at any time (ia) a holder Holder or holders of Restricted Stock then outstanding requests in writing Holders -------------------------- request that the Company file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Restricted Registrable Stock held by such requesting holder Holder or holdersHolders, and (iib) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable 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 notice, the number of shares of Restricted Registrable Stock specified in such notice; provided, however, that (a) the Company shall not be required obligated to effect any registration on Form S-3 pursuant to this Section 4 (whether of Registrable Stock of such Holder or of one or more other Holders) (i) more frequently than twice every twelve (12) months, (ii) if a certificate of the type discussed in Section 2(c)(ii) has been provided (in which case the restrictions on the Company's right to delay such a registration set forth in Section 2(c)(ii) shall apply), (iii) unless the aggregate offering price in each registration on Form S-3 equals $1.0 million or more; or (iv) if such registration is proposed to be part of a firm commitment underwritten public offering, unless the underwriters are reasonably acceptable to the Company, and (b) the Company shall not be obligated to effect any such registration, qualification or compliance registration for any Holder desiring to participate in such registration who may then dispose of all such Holder's Registrable Stock proposed to be so registered pursuant to this Section 6 if (x) Form S-3 is not available for such offering by Rule 144 under the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, Securities Act within the 12 month three (3) months period preceding the date of following such request, already effected two registrations proposed registration on Form S-3 for the holders (taking into account all sales of Restricted Registrable Stock which such Holder proposes to sell pursuant to this Section 6, or Rule 144 during such three (yy3) 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 compliancemonth period). Whenever the Company is required by this Section 6 4 to use its reasonable best efforts to effect the registration of Restricted Registrable Stock, each of the procedures and requirements of Section 4 2 (including including, but not limited to to, the requirement requirements that the Company notify all holders of Restricted Stock Holders from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, however, in all events, other than as set forth in this Section 4, there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 4. Notwithstanding the foregoing, the Company shall not be required to seek to cause a Registration Statement to become effective pursuant to this Section 4 within one hundred eighty days (180) days after the effective date of a Registration Statement filed by the Company (other than a registration of securities solely in connection with an Employee Plan); provided, that the Company shall use its best efforts to achieve effectiveness of a registration requested pursuant to this Section 4 promptly following such one hundred eighty (180) day period if such request is made during such one hundred eighty (180) day period.

Registration on Form S-3. (a) If at any time Holder or Holders holding in the aggregate not less than one percent (i1%) a holder or holders of Restricted Stock then the then-outstanding requests in writing Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion shares of the shares Registrable Securities, the reasonably anticipated aggregate offering price to the public of Restricted Stock held by such requesting holder or holderswhich, net of underwriting discounts and commissions, would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified to be qualified in such notice, jurisdictions as the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification Holder or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6Holders may reasonably request; provided, however, that the Company shall not defer be required to effect more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock one registration pursuant to this Section 62.6 in any twelve (12) month period. The substantive provisions of Section 2.4(b) shall be applicable to each registration initiated under this Section 2.6. (b) Notwithstanding the foregoing, or the Company shall not be obligated to take any action pursuant to this Section 2.6: (yyi) 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. Whenever compliance unless the Company is already subject to service in such jurisdiction and except as may be required by this Section 6 the Securities Act; (ii) 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 six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) if the Company shall furnish to such Holder 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 reasonable best efforts to effect file a registration statement shall be deferred for a period not to exceed one hundred twenty (120) days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 (including but not limited request to the requirement file such registration by such Holder; provided however, that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration.the

Registration on Form S-3. (a) If at any time (i) a holder or holders of Restricted Stock then outstanding requests in writing Initiating Holders request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion shares of the shares Registrable Securities, the reasonably anticipated aggregate price to the public of Restricted Stock held by such requesting holder or holderswhich, net of underwriting discounts and commissions, would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such Registrable Securities to be registered for the Securities Act offering on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such noticeform; provided, however, that the Company shall not be required to effect more than three 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 (ii) 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 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 twenty (20) days after receipt of such written notice from the Company. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 1.7: (i) 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 pursuant unless the Company is already subject to this Section 6 if service in such jurisdiction and except as may be required by the Securities Act, (xii) Form S-3 during the three (3) month period ending on a date three (3) months following the effective date of, a registration statement (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not available appropriate for such offering by the holders registration of Restricted Stock; Registrable Securities), (yiii) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) if the Company shall furnish to the holders of Restricted Stock such Holder a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the CompanyDirectors, it would be materially seriously detrimental to the Company and or its stockholders shareholders for such Form S-3 registration statements to be effected at such timefiled in the near future, in which event then the Company shall have the right Company's obligation to defer the filing of the Form S-3 use its best efforts to file a registration statement shall be deferred for a single period not more than 60 to exceed ninety (90) days after from the receipt of the request of the holder to file such registration by such Holder or holders of Restricted Stock under this Section 6; providedHolders, provided however, that the Company shall may not defer utilize this right more than two filings of the Form S-3 once in any 12 twelve (12) month period; , or (xxiv) the Company hasshall have already received, within the 12 any twelve (12) month period preceding the date of such requestperiod, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or three (yy3) 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. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement requests from Initiating Holders that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registrationfile a registration statement on Form S-3.

Registration on Form S-3. (a) If at any time (i) the Corporation shall receive a holder or holders of Restricted Stock then outstanding requests in writing written request (specifying that it is being made pursuant to this Section 2.4) from a Stockholder that the Company Corporation file a registration statement on Form S-3 (or any successor thereto form to Form S-3 regardless of its designation) for a Public Offering of Registrable Securities the reasonably anticipated price to the public offering of all which would equal or any portion of the shares of Restricted Stock held by such requesting holder or holders, exceed $500,000 and (ii) the Company Corporation is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company Corporation shall use its reasonable best efforts to register under the Securities Act cause such share to be registered on Form S-3 (or any successor theretoform to Form S-3) and such request for registration will not be deemed a Demand Registration request, for public sale and no other Holders will have any Piggy-Back Registration rights under Section 2.2. (b) If a registration pursuant to Section 2.4(a) is requested to be effected as a “shelf” registration, then, notwithstanding anything to the contrary contained in accordance with the method of disposition specified in such noticethis Agreement, the number Corporation will keep the registration statement filed in respect of shares that request effective for a period of Restricted Stock specified up to 12 months. (c) The Company may delay filing a registration statement under this Section 2.4 in any situation in which it could delay filing such notice; provided, howeverregistration statement if the demand for such registration statement had been made under Section 2.1 (subject to the qualifications and limitations contained therein). Additionally, the Company shall not be required to may suspend the use of any prospectus or prospectus supplement contained in a registration statement filed under this Section 2.4 if the Board determines in good faith that the use of such prospectus or prospectus supplement would materially and adversely effect any such registration, qualification proposed or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors pending material transaction of the Company. Any such suspension shall expire upon disclose of, it would be materially detrimental to the Company and its stockholders for or termination of discussions relating to, such Form S-3 registration to be effected at such timetransaction, but shall not exceed 10 Business Days in which event the Company shall have the right to defer the filing any event. (d) The rights of the Form S-3 Stockholders to registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided2.4 are in addition to, howeverand not in lieu of, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant their rights to this registration under Section 6, or (yy) 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. Whenever the Company is required by this 2.1 and Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration2.2.

Registration on Form S-3. (a) If at any time (i) a holder Holder or holders of Restricted Stock then outstanding requests Holders request in writing that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion Registrable Securities, the reasonably anticipated aggregate price to the public of the shares of Restricted Stock held by such requesting holder or holderswhich would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such shares, then the Company shall use its reasonable 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 notice, the number of shares of Restricted Stock specified in such notice; provided, howeveran offering, the Company shall not be required shall: (i) promptly give to effect any each Holder written notice hereof; and (ii) use commercially reasonable efforts to cause such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration Registrable Securities to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6so registered; provided, however, that the Company shall not defer be required to effect a Form S-3 registration within 180 days of the effective date of a prior registration statement under the Securities Act and shall not be required to effect more than two filings of the Form S-3 (2) such registrations in any 12 twelve (12) month period; . (xxb) Notwithstanding the foregoing, the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock shall not be obligated to take any action pursuant to this Section 6, or 2.7: (yyi) in any particular jurisdiction in which the Company would be required to qualify as a foreign corporation, subject itself to do business taxation in that jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance. Whenever registration unless the Company is already subject to service in such jurisdiction and except as may be required by this Section 6 to use the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request of the initial Holders, gives notice of its reasonable best efforts bona fide intention to effect the filing of a registration statement with the Commission within sixty (60) days of Restricted Stock, each receipt of such request (other than with respect to a registration statement relating either to the sale of securities to employees of the procedures and requirements of Section 4 Company pursuant to a stock option, stock purchase or similar plan or a Rule 145 transaction) (including but not limited which period shall extend to the requirement date that is six (6) months immediately following the effective date of any such registration statement), provided that the Company notify is actively employing in good faith all holders commercially reasonable efforts to cause such registration statement to become effective; or (iii) if the Company shall furnish to such Holders a certificate signed by the President of Restricted the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed and is therefore essential to defer the filing of such registration statement, then the Company shall have a right to defer such filing for a period not to exceed 120 days from the receipt of the written request to file such registration by such Holders; provided, however, that the Company shall not exercise such right more than once in any twelve-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder of the Company during such 120 day period (other than a Kingsbridge Registration, an Ipsen Registration, a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock from whom being registered is Common Stock issuable upon conversion of debt securities that are also being registered). (c) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.7 and the Company shall include such information in the written notice has not been received and provide them referred to in Section 2.7(a). The provisions of Section 2.5(b) shall be applicable to such request (with the opportunity substitution of Section 2.7 for references to participate in the offering) shall apply to such registration.Section 2.5)

Registration on Form S-3. 7.1 If at any time (i) a holder Holder or holders Holders holding in the aggregate not less than 25% of Restricted Stock the then outstanding requests in writing Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holdersRegistrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,500,000, and (ii) the Company is at the time of such request a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified to be qualified in such notice, jurisdictions as the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification Holder or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6Holders may reasonably request; provided, however, that the Company shall not defer be required to effect more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 67 in any twelve (12) month period or more than a total of three registrations under this Section 7. The substantive provisions of Section 5.2 shall be applicable to each registration initiated under this Section 7. 7.2 Notwithstanding the foregoing, or the Company shall not be obligated to take any action pursuant to this Section 7: (yyi) 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. Whenever compliance or subject the Company to taxation in such jurisdiction unless the Company is already subject to service in such jurisdiction or taxation in such jurisdiction, respectively, and except as may be required by this Section 6 the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request of the Holders, gives notice of its bona fide intention to effect the filing of a registration statement (other than an Excluded Registration Statement) with the Commission within ninety (90) days of receipt of such request; (iii) 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 six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than an Excluded Registration Statement), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to such Holder 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 reasonable best efforts to effect file a registration statement shall be deferred for a period not to exceed one hundred twenty (120) days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 (including but request to file such registration by such Holder; provided, however, that such right to delay a filing may not limited to the requirement that be exercised by the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate more than once in the offering) shall apply to such registrationany twelve month period.

Registration on Form S-3. If at any time (i) a holder or holders of Restricted Stock then outstanding requests in writing that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the The Company shall use its reasonable best efforts to register under qualify for registration on Form S-3, and to that end, the Securities Act Company 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 thereto, for public sale (such requests shall be in accordance with the method of disposition specified in such notice, writing and shall state the number of shares of Restricted Stock Registrable Securities to be disposed of and the intended method of disposition of such shares by each such Holder), and as soon as practicable, use best efforts to effect such 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 noticerequest, 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 delivered to the Company within twenty (20) days after delivery of such written notice from the Company; provided, however, subject to the following limitations: (a) the Company shall not be obligated to cause a registration on Form S-3 to become effective prior to ninety (90) 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 a business combination pursuant to Rule 145 under the Securities Act); (b) the Company shall not be obligated to cause a registration on Form S-3 to become effective prior to expiration of ninety (90) days following the effective date of the most recent registration pursuant to a request under Section 4 of this Agreement or pursuant to a request by a holder of registration rights under any other agreement of the Company granting Form S-3 demand registration rights that has been approved in accordance with Section 24(a) hereof; (c) the Company shall not be required to effect any such registration, qualification or compliance more than two (2) registrations on Form S-3 pursuant to this Section 6 if during any twelve (x12) month period; (d) the Company shall not be required to effect a registration on Form S-3 is not available for such unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an anticipated aggregate offering by price to the holders public (net of Restricted Stock; underwriting discounts and commissions) of at least $1,000,000; (ye) the holders Company shall not be required to maintain and keep any such registration on Form S-3 effective after the earlier to occur of Restricted Stock, together with (A) ninety (90) days from the holders date of any other securities effectiveness of such registration statement or (B) such date as the disposition of the Company entitled Registrable Securities subject to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; registration has been completed; (zf) if the Company shall furnish to the holders of Restricted Stock Holder or Holders requesting a registration statement pursuant to this Section 6 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the CompanyBoard, it would be materially seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at filed, and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement once within any twelve (12) month period for a period of not more than 60 ninety (90) days after the receipt of the request of the holder or holders of Restricted Stock Holders initiating registration under this Section 6; provided, however, that the . The Company shall not defer more than two filings give notice to all Holders of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date receipt of such request, already effected two registrations on Form S-3 a request for the holders of Restricted Stock registration pursuant to this Section 66 and shall provide a reasonable opportunity for all such other Holders to participate in the registration. Subject to the foregoing, or (yy) 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. Whenever the Company is required by this Section 6 to will use its reasonable best efforts to effect promptly the registration of Restricted Stock, each all shares of the procedures and requirements of Section 4 (including but not limited Registrable Securities on Form S-3 to the requirement that extent requested by the Company notify all holders Holder or Holders thereof for purposes of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registrationdisposition.

Registration on Form S-3. (a) If at any time Holder or Holders of in excess of twenty percent (i20%) a holder of the Registrable Securities or holders twenty percent (20%) of Restricted the Registrable Securities held by the Investors who purchased Registrable Securities pursuant to the Series C Stock then outstanding requests in writing Purchase Agreement dated June 7, 2000 by and among the Company and those Investors listed on Exhibit A thereto (the "Series C Agreement"), the Series D Stock Purchase Agreement dated April 10, 2003 by and among the Company and those Investors listed on Exhibit A thereto (the "Series D Agreement") and/or the Series E Agreement request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3), or any similar short-term registration statement, for a public offering of all or any portion Registrable Securities, the reasonably anticipated aggregate price to the public of the shares which, net of Restricted Stock held by such requesting holder or holdersunderwriting discounts and commissions, would exceed $1,000,000 and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under the cause such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at registered on such time, in which event form for the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days offering as soon as practicable after the receipt of the request or requests of the holder Holders and to cause such Registrable Securities to be qualified in such jurisdictions as the Holder or holders of Restricted Stock under this Section 6Holders may reasonably request; provided, however, that the Company shall not defer be required to effect more than two filings of the Form S-3 in any 12 month period; five (xx5) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 63.3 or more than two (2) such registrations 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 3.1(b) shall be applicable to each registration initiated under this Section 3.3. (yyb) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 3.3: (i) 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. Whenever compliance unless the Company is already subject to service in such jurisdiction and except as may be required by this Section 6 the Securities Act; (ii) 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 of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective; or (iii) if the Company shall furnish to such Holder 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 reasonable best efforts to effect file a registration statement shall be deferred for a period not to exceed ninety (90) days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 (including but not limited request to the requirement file such registration by such Holder; provided, however, that the Company notify all holders of Restricted Stock from whom notice has shall not been received and provide them with the opportunity to participate exercise such right more than once in the offering) shall apply to such registrationany twelve-month period.

Registration on Form S-3. (a) If at any time (i) a holder or holders of Restricted Stock then outstanding requests in writing request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable 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 notice, the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever the Company is required by this Section 6 4 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 2 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, PROVIDED, HOWEVER, that no more than two (2) registrations on Form S-3 may be requested and obtained under this Section 4 within any twelve (12) month period preceding the date of such request. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to register Restricted Stock under the Securities Act on registration statements ("REGISTRATION STATEMENTS") may, upon the reasonable determination of the Board of Directors made only once during any 12-month period, be suspended in the event and during such period as unforeseen circumstances (including without limitation (i) an underwritten primary offering by the Company (which includes no secondary offering) if the Company is advised in writing by its underwriters that the registration of the Restricted Stock would have a material adverse effect on the Company's offering, or (ii) pending negotiations relating to, or consummation of, a transaction or the occurrence of an event which would require additional disclosure of material information by the Company in Registration Statements or such other filings, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with the Commission's

Registration on Form S-3. If at At any time after Horizon has completed an underwritten initial public offering of shares of Common Stock pursuant to an effective registration statement under the Securities Act as then in effect (ior any comparable statement under any similar federal statute then in force or effect), any Holder of Registrable Securities (the "INITIATING FORM S-3 HOLDER") a holder or holders of Restricted Stock then outstanding requests in writing may request that the Company Horizon file a registration statement under the Securities Act on Form S-3 (or any similar or successor thereto for a public offering form) covering the sale or other distribution of all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder Initiating Form S-3 Holder pursuant to Rule 415 under the Securities Act ("FORM S-3 DEMAND"), if (i) the reasonably anticipated aggregate gross proceeds would equal or holdersexceed $1,000,000, and (ii) the Company Horizon is a registrant entitled qualified to use Form S-3 (or any similar or successor thereto form) to register such sharesRegistrable Securities. If such conditions are met, then the Company Horizon shall use its reasonable best efforts to register under the Securities Act on Form S-3 (or any similar or successor theretoform) at the earliest practicable date, for public sale in accordance with the method of disposition specified in such noticethe Form S-3 Demand, the number of shares of Restricted Stock Registrable Securities specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by Demand. Notwithstanding the holders of Restricted Stock; (y) the holders of Restricted Stockforegoing, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company if Horizon shall furnish to the holders of Restricted Stock Initiating Form S-3 Holders a certificate signed by the President Chief Executive Officer and Chief Financial Officer of the Company Horizon stating thatthat a Valid Business Reason exists, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company Horizon shall have the right to defer the taking action with respect to such filing for a period of sixty (60) days after receipt of the Form S-3 registration statement Demand. Notwithstanding the foregoing, Horizon shall not be obligated to file more than one Form S-3 pursuant to this Article III in any given six month period and shall only be required to keep such Form S-3 effective for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; to exceed ninety (xx90) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registrationdays.

Registration on Form S-3. (a) If at any time (i) a holder Holder or holders of Restricted Stock then outstanding requests in writing Holders request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all at least 100,000 (in the aggregate) Shares or any portion Warrant Shares or a combination of the shares two or other Registrable Securities issued or issuable with respect to that number of Restricted Stock Shares and/or Warrant Shares (in the aggregate) held by such requesting holder Holder or holdersHolders (adjusted for stock splits, stock dividends, reclassifications and (iisimilar transactions) not involving an underwriting and the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its commercially reasonable best efforts to register under cause such Registrable Securities to be registered on such form for the offering and to cause such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified to be qualified in such notice, jurisdictions as the number of shares of Restricted Stock specified Holder or Holders may reasonably request. The Company shall have no obligation to include in any such notice; provided, howeverregistration statement any information which is permitted to be incorporated by reference. (b) Notwithstanding the foregoing, the Company shall not be required obligated to effect take any such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock action pursuant to this Section 6, or : (yyi) 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. Whenever compliance unless the Company is required already subject to service in such jurisdiction; (ii) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) if the Company shall furnish to such Holder a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company or its stockholders for registration statements to be filed in the near future. In the event of (iii) above, the Company's obligation to use commercially reasonable efforts to file a registration statement shall be deferred for a period not to exceed ninety (90) days from the receipt of the request to file (c) Registration pursuant to this Section 6 shall not be deemed to use its reasonable best efforts to effect the registration of Restricted Stock, each be one of the procedures and requirements of two registrations referred to in Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration5(a)(2).

Registration on Form S-3. If at any time (ia) a holder or holders of Restricted Stock then outstanding requests in writing that the Company file a registration statement on Form S-3 or any successor thereto for a After its initial public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holdersoffering, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act qualify for registration on Form S-3 or any comparable or successor theretoform or forms. After the Company has qualified for the use of Form S-3, for public sale in accordance with addition to the method rights contained in the foregoing provisions of disposition specified this Section 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in such notice, writing and shall state the number of shares of Restricted Stock specified in Registrable Securities to be disposed of and the intended methods of disposition of such notice; shares of such Holder or Holders), provided, however, that the Company shall not be required obligated to effect any such registration, qualification or compliance pursuant to this Section 6 registration if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (yi) the holders of Restricted StockHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $1,000,000; 1,000,000 (znet of any underwriters’ discounts or commissions), (ii) in the event that the Company shall furnish the certification described in Section 1.2(c) (but subject to the holders of Restricted Stock limitations set forth therein), (iii) in a certificate signed by the President of given twelve (12) month period, after the Company stating thathas effected one such registration in any such period, in the good faith judgment of the Board of Directors of the Company, or (iv) it would be materially detrimental to the Company and its stockholders for such Form S-3 registration is to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days five (5) years after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company’s initial public offering. The Company shall not defer more than two filings of the Form S-3 be required to register in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) in any particular jurisdiction in which the Company it 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. Whenever . (b) If a request complying with the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited 1.16(a) is delivered to the requirement that Company, and the Company notify all holders registration is for an underwritten offering, the provisions of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offeringSection 1.2(b) hereof shall apply to such registration. All expenses incurred pursuant to Section 1.16, including (without limitation) all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders and counsel for the Company, shall be borne by the Company; thereafter all expenses including fees and disbursements of all counsel for the selling Holder or Holders and counsel for the Company shall be borne pro rata by the Holder or Holders participating in the S-3 registration.

Registration on Form S-3. If at any time (ia) After twelve (12) months following an IPO, if any, a holder or holders of Restricted Stock then outstanding requests in writing Stockholder may request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) or any similar short-form registration statement, for a public offering Public Offering of Registrable Securities, if the reasonably anticipated gross proceeds from all or any portion of the shares of Restricted Stock held by such requesting holder or holders, resales covered thereunder would exceed $10,000,000 and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering. Following such a request, then the Company shall (i) within ten (10) days of the receipt by the Company of such notice, give written notice of such proposed registration to all other Stockholders and (ii) as soon as practicable, shall use its reasonable best efforts to register under cause such Registrable Securities to be registered on such form for the Securities Act on Form S-3 offering and to cause such to be qualified in such jurisdictions as the Stockholders may reasonably request together with all or such portion of the of any successor thereto, for public sale Stockholders joining in accordance with the method of disposition such request as are specified in such notice, the number of shares of Restricted Stock specified in such notice; provided, however, a written request received by the Company shall not be required to effect any within twenty (20) days after receipt of such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of written notice from the Company, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer be required to effect more than two filings of the Form S-3 in any 12 month period; (xx2) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy4.03(a) in any particular jurisdiction in which twelve (12) month period. After the IPO, the Company will use its best efforts to qualify for and remain eligible to use Form S-3 registration or a similar short-form registration. The provisions of Section 4.01(d) shall be applicable to each registration initiated under this Section 4.03(a). (b) The Company may defer the filing (but not the preparation) of a registration statement required by Section 4.03(a) until a date not later than 120 days after the date which is 90 days after the request to file on Form S-3 (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives a request to register shares on Form S-3, the Company is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that such disclosure would be materially detrimental to qualify the Company and its Stockholders or (ii) prior to do business receiving the request to register shares on Form S-3, the Board had determined to effect a registered underwritten Public Offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 4.03(b) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to execute clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a general consent registration statement pursuant to service this Section 4.03(b), the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of process in effecting such registration, qualification or compliance. Whenever the Company stating that the Company is required by deferring such filing pursuant to this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each 4.03(b) and a general statement of the procedures reason for such deferral and requirements an approximation of the anticipated delay. The Company may defer the filing of a particular registration statement pursuant to this Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering4.03(b) shall apply to such registrationonly once.

Registration on Form S-3. (a) If at any time of the Holders (iexcluding the Founders) a holder or holders of Restricted Stock then outstanding requests in writing request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion shares of the shares Registrable Securities the reasonably anticipated aggregate price to the public of Restricted Stock held by such requesting holder or holderswhich, net of underwriting discounts and commissions, would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified to be qualified in such notice, the number of shares of Restricted Stock specified in jurisdictions as such notice; provided, however, the Company shall not be required to effect any such registration, qualification Holder or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6Holders may reasonably request; provided, however, that the Company shall not defer be required to effect more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock one registration pursuant to this Section 5.3 in any six (6) month period. The Company shall inform other Holders (excluding the Founders) 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, or the substantive provisions of Section 5.1(c) shall be applicable to each such registration initiated under this Section 5.3. (yyb) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 5.3: (i) 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. Whenever , unless the Company is already subject to service in such jurisdiction and except as may be required by this Section 6 the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request of 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, an offering solely to employees, or any other registration which is not appropriate for the registration of Registrable Securities); (iii) 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 six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan, 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 become effective; or (iv) 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 reasonable best efforts to effect file a registration statement shall be deferred for a period not to exceed 90 days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 (including but not limited request to the requirement file such registration by such Holder or Holders, provided that the Company notify all holders of Restricted Stock from whom notice has may not been received and provide them with the opportunity to participate exercise this deferral right for more than 150 days in the offering) shall apply to such registrationany one year period.

Registration on Form S-3. 5.1 If at any time (i) a holder Holder or holders Holders holding in the aggregate not less than 25% of Restricted Stock the then outstanding requests in writing Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holdersRegistrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,500,000, and (ii) the Company is at the time of such request a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified to be qualified in such notice, jurisdictions as the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification Holder or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6Holders may reasonably request; provided, however, that the Company shall not defer be required to effect more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 65 or pursuant to Section 7 of the Amended and Restated Rights Agreement in any twelve (12) month period or more than a total of three registrations under this Section 5 or pursuant to Section 7 of the Amended and Restated Rights Agreement. The substantive provisions of Section 3.2 shall be applicable to each registration initiated under this Section 5. 5.2 Notwithstanding the foregoing, or the Company shall not be obligated to take any action pursuant to this Section 5: (yyi) 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. Whenever compliance or subject the Company to taxation in such jurisdiction unless the Company is already subject to service in such jurisdiction or taxation in such jurisdiction, respectively, and except as may be required by this Section 6 the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request of the Holders, gives notice of its bona fide intention to effect the filing of a registration statement (other than an Excluded Registration Statement) with the Commission within ninety (90) days of receipt of such request; (iii) 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 six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than an Excluded Registration Statement), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to such Holder 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 reasonable best efforts to effect file a registration statement shall be deferred for a period not to exceed one hundred twenty (120) days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 (including but request to file such registration by such Holder; provided, however, that such right to delay a filing may not limited to the requirement that be exercised by the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate more than once in the offering) shall apply to such registrationany twelve month period.

Registration on Form S-3. If at any time (ia) a holder or holders of Restricted Stock then outstanding requests in writing that After its initial public offering, the Company file a will use its best efforts to qualify for registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act 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, Holders of Registrable Securities will have the right to request registrations on Form S-3 or any successor thereto, for public sale (such requests will be in accordance with the method of disposition specified in such notice, writing and will state the number of shares of Restricted Stock specified in Registrable Securities to be disposed of and the intended methods of disposition of such noticeshares by such Holder or Holders); provided, however, that the Company shall will not be required obligated to effect any such registration, qualification or compliance pursuant to this Section 6 : (i) if (x) Form S-3 is not available for such offering by the holders Holders of Restricted Stock; (y) the holders of Restricted StockRegistrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price for each such offering to the public of less than Two Million Dollars ($1,000,000; 2,000,000) (z) unless the Company shall furnish to the holders Holders of Restricted Stock a certificate signed by the President of the Company stating thatRegistrable Securities hold, in the good faith judgment aggregate, stock with a value of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such timeless than Two Million Dollars ($2,000,000), in which event such case, this restriction shall not apply); (ii) with respect to any rolling twelve (12) month period if, during such period, the Company shall has effected two (2) such registrations (counting for these purposes only registrations which have been declared or ordered effective and registrations which have been withdrawn by the right Holders as to defer which the filing of Holders have not elected to bear all the Form S-3 registration statement for a period not more than 60 days after Registration Expenses relating to such registration); (iii) in the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, event that the Company shall not defer more than two filings will furnish the certification described in paragraph 1.3(b) (but subject to the limitations set forth therein); (iv) within one hundred eighty (180) days of the effective date of any other preceding Company registration statement (other than on Form S-8 or Form S-3 in any 12 month periodwith respect to employees’ stock or a dividend reinvestment plan); (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yyv) 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. Whenever . (b) If a request complying with the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited 1.5(a) hereof is delivered to the requirement that Company, the Company notify all holders provisions of Restricted Stock from whom notice has not been received Sections 1.3(a)(i) and provide them (ii) and Section 1.3(b) (excluding reference to clauses (A) through (D) preceding such Section 1.3(b)) hereof will apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.3(c), 1.3(d), and 1.3(e) hereof (with the opportunity references to participate Section 1.3 therein deemed to refer to this Section 1.5) will in the offering) shall addition apply to such registration.

Registration on Form S-3. (a) If at any time (i) a holder Holder or holders Holders hold Registrable Securities equal or convertible in the aggregate to not less than 2% of Restricted Stock the then outstanding requests in writing Common Stock request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion shares of the shares Registrable Securities the reasonably anticipated aggregate price to the public of Restricted Stock held by such requesting holder or holderswhich, net of underwriting discounts and commissions, would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 (or any successor thereto form to Form S-3) to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified to be qualified in such notice, the number of shares of Restricted Stock specified in jurisdictions as such notice; provided, however, the Company shall not be required to effect any such registration, qualification Holder or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6Holders may reasonably request; provided, however, that the Company shall not defer be required to effect more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock one registration pursuant to this Section 1.7 in any six (6) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, or the Company shall not be obligated to take any action pursuant to this Section 1.7 (yyi) 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. Whenever compliance unless the Company is already subject to service in such jurisdiction and except as may be required by this Section 6 to use the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request of the Holders, gives notice of its reasonable best efforts 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, an offering solely to employees or any other registration which is not appropriate for the registration of Restricted Stock, each of Registrable Securities); (iii) during the procedures and requirements of Section 4 period starting with the date sixty (including but not limited 60) days prior to the requirement that Company's estimated date of filing of, and ending on the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offeringdate six (6) shall apply to such registration.months

Registration on Form S-3. If This provision is applicable once the Company commences a Public Offering. Thereupon, in case the Company shall receive from one or more Holder or Holders of at least twenty percent (20%) of the Registrable Shares a written request or requests that the Company effect a registration on Form S-3 (or any time similar form promulgated by the Securities and Exchange Commission) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will: (i) a holder within ten (10) days of the receipt after such notice give written notice of the proposed registration, and any related qualification or holders of Restricted Stock then outstanding requests in writing that compliance, to all other Holders; and (ii) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the Company file a registration statement on Form S-3 or any successor thereto for a public offering sale and distribution of all or any such portion of such Holder’s or Holders’ Registrable Shares as are specified in such request, together with all or such portion of the shares Registrable Shares of Restricted Stock held by any other Holder or Holders joining in such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable 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 request as are specified in a written request given within twenty (20) days after receipt of such notice, written notice from the number of shares of Restricted Stock specified in such noticeCompany; provided, however, that the Company shall not be required obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 6 2(b): (1) if (x) Form S-3 or a similar form is not available for such offering by the holders of Restricted StockHolders; (y2) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) if the Company shall furnish to the holders of Restricted Stock Holders a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 60 sixty (60) days after the receipt of the request of the holder Holder or holders of Restricted Stock Holders under this Section 62(b); provided, however, that the Company shall not defer utilize this right more than two filings of the Form S-3 once in any 12 twelve (12) month period; (xx3) if the Holders are otherwise eligible to sell all of their Registrable Shares within a 90 day period under Rule 144 of the Securities Act; (4) if such Form S-3 Registration covers an offering of less than $500,000 of Registrable Shares, or (5) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock Holders pursuant to this Section 2(b); (6, or (yy) 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. Whenever ; or (7) the Company is required by has already effected three (3) registrations on Form S-3 for the Holders pursuant to this Section 6 2(b). (iii) Subject to use its reasonable best efforts the foregoing, the Company shall file a registration statement covering the Registrable Shares and other securities so requested to effect the registration of Restricted Stock, each be registered as soon as practicable after receipt of the procedures and requirements request or requests of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registrationHolders.

Registration on Form S-3. (a) If at any time Holder or Holders holding in the aggregate not less than five percent (i5%) a holder or holders of Restricted Stock the then outstanding requests in writing Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion shares of the shares Registrable Securities the reasonably anticipated aggregate price to the public of Restricted Stock held by such requesting holder or holderswhich, net of underwriting discounts and commissions, would exceed $250,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under 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 Holder or Holders may reasonably request and the Company shall use its best efforts to keep such Form S-3 registration statement effective until the earlier of (i) one (1) year after the effective date of such registration statement or (ii) such time as the Registrable Securities can be sold without compliance with the Registration Requirements of the Securities Act on Form S-3 or any successor theretoAct; PROVIDED, for public sale in accordance with the method of disposition specified in such noticeHOWEVER, the number of shares of Restricted Stock specified in such notice; provided, however, that the Company shall not be required to effect any such registration, qualification or compliance more than three (3) registrations pursuant to this Section 6 if 1.4 in any twelve (x12) Form S-3 is not available for such offering by the holders month period. The substantive provisions of Restricted Stock; (ySection 1.2(b) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled shall be applicable to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 each registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock initiated under this Section 6; provided1.4. (b) Notwithstanding the foregoing, however, that the Company shall not defer more than two filings of the Form S-3 in be obligated to take any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock action pursuant to this Section 6, or 1.4: (yyi) 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. Whenever compliance unless the Company is already subject to service in such jurisdiction and except as may be required by this Section 6 to use the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice of its reasonable best efforts bona fide intention to effect the filing of a registration statement with the Commission within sixty (60) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Restricted Stock, each Registrable Securities); or (iii) within one hundred eighty (180) days of the procedures effective date of any registration referred to in Sections 1.2 and requirements of Section 4 (including but not limited to the requirement that 1.3 above, PROVIDED, THAT the Company notify is actively employing in good faith all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity reasonable efforts to participate in the offering) shall apply cause such registration statement to such registrationbecome effective.

Registration on Form S-3. If at any time (ia) a holder or holders After 12 months following the IPO, if any, Investors, Rollover Stockholders and Employee Stockholders representing (on an as converted basis) in the aggregate more than one percent (1%) of Restricted Stock the Company’s then outstanding requests in writing Common Stock may request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) or any similar short-form registration statement, for a public offering of Company Securities, if the reasonably anticipated gross proceeds from all or any portion of the shares of Restricted Stock held by such requesting holder or holders, resales covered thereunder would exceed $5,000,000 and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such shares, then the Company shall use its reasonable 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 an offering. Following such notice, the number of shares of Restricted Stock specified in such notice; provided, howevera request, the Company shall not be required to effect any such registration, qualification or compliance pursuant to this Section 6 if (xi) Form S-3 is not available for such offering within 10 days of the receipt by the holders Company of Restricted Stock; such notice, give written notice of such proposed registration to all other Holders and (yii) as soon as practicable, shall use its commercially reasonable efforts to cause such Registrable Securities to be registered on such form for the holders of Restricted Stock, offering and to cause such Registrable Securities to be qualified in such jurisdictions as the Holders may reasonably request together with all or such portion of the holders Registrable Securities of any other securities of Holders joining in such request as are specified in a written request received by the Company entitled to inclusion in within 20 days after receipt of such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of written notice from the Company, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer be required to effect more than two filings of the Form S-3 such registrations pursuant to this Section 4.03(a) in any 12 month period; (xx) . After the Company’s first public offering of its securities, the Company has, within will use its best efforts to qualify for and remain eligible to use Form S-3 registration or a similar short-form registration. The provisions of Section 4.01(d) shall be applicable to each registration initiated under this Section 4.03(a). (b) The Company may defer the 12 month period preceding filing (but not the preparation) of a registration statement required by Section 4.03(a) until a date not later than 90 days after the date of such request, already effected two registrations which is 90 days after the request to file on Form S-3 (or, if longer, 90 days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives a request to register shares on Form S-3, the Company or any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its Stockholders or (ii) prior to receiving the request to register shares on Form S-3, the Board had determined to effect a registered underwritten public offering of the Company’s equity securities for the holders Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of Restricted Stock the filing of a registration statement pursuant to this Section 64.03(b) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (yyii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 4.03(b), the Company shall promptly (but in any particular jurisdiction in which event within 10 days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of 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. Whenever stating that the Company is required by deferring such filing pursuant to this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each 4.03(b) and a general statement of the procedures reason for such deferral and requirements an approximation of the anticipated delay. The Company may defer the filing of a particular registration statement pursuant to this Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering4.03(b) shall apply to such registrationonly once.

Registration on Form S-3. If at any time (ia) In case the Company shall receive from a holder Holder or holders of Restricted Stock then outstanding requests in writing Holders a written request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion shares of the shares Registrable Securities, the reasonably anticipated aggregate price to the public of Restricted Stock held by such requesting holder or holderswhich, net of underwriting discounts and commissions, would exceed $250,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under the cause such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at registered for the offering on such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6form; provided, however, that the Company shall not defer be required to --------- -------- effect more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 61.7 in any twelve (12) month period. The Company will (i) promptly give written notice of the proposed registration to all other Holders, and (ii) 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 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 twenty (yy20) days after receipt of such written notice from the Company. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 1.7: (i) 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. Whenever compliance unless the Company is already subject to service in such jurisdiction and except as may be required by this Section 6 the Securities Act, (ii) during the period starting with the date sixty (60) days prior to the filing of, and ending on a date six (6) months following the effective date of, a registration statement (other than with respect to a registration statement relating to a Rule 145 transaction, an offering 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 become effective, or (iii) if the Company shall furnish to such Holder 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 reasonable best efforts to effect file a registration statement shall be deferred for a single period not to exceed one hundred twenty (120) days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 (including but not limited request to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to file such registrationregistration by such Holder or Holders.

Registration on Form S-3. If at any time (i) a holder or holders of Restricted Stock then outstanding requests in writing that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the The Company shall use its reasonable best efforts to register under qualify for registration on Form S-3, and to that end, the Company shall comply with the reporting requirements of the Exchange Act within six (6) months 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 Act shall have the right to request registrations on Form S-3 or any successor thereto, for public sale (such requests shall be in accordance with the method of disposition specified in such notice, writing and shall state the number of shares of Restricted Stock specified in Registrable Securities to be disposed of and the intended method of disposition of such notice; providedshares by each such holder), howeversubject only to the following limitations: (a) The Company shall not be obligated to cause a registration on Form S-3 if, within ten (10) days of receipt of the holder of Registrable Securities, the Company 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 a registration effected solely to qualify an employee benefit plan or to effect a corporate reorganization or other transaction under Commission Rule 145) and the Holders have registration rights with respect thereto under Section 6. (b) The Company shall not be obligated to cause a registration on Form S-3 if the Company has within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 pursuant to this Section 8. (c) The Company shall not be obligated to cause a registration on Form S-3 during the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective. (d) The Company shall not be required to effect a registration pursuant to this Section 8 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 compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act. (e) The Company shall not be required to effect a registration pursuant to this Section 6 if (x) Form S-3 is not available for such offering by 8 unless the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, Holder or Holders requesting registration propose to sell Restricted Stock dispose of shares of Registrable Securities having an aggregate disposition price (before deduction of underwriting discounts and other securities expenses of less sale) of more than $1,000,000; 2,500,000. (zf) The Company shall not be required to effect a registration pursuant to this Section 8 if the Company shall furnish to the holders of Restricted Stock such Holders a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration statement to be effected at filed on or before the time filing would be required and it is therefore essential to defer the filing of such time, in which event the registration statement. The Company shall have the right to defer the such filing of the Form S-3 registration statement (but not more than once during any twelve month period) for a period of not more than 60 ninety (90) days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6Initiating Holders;; provided, however, and provided further that the Company shall not defer more register any securities for the account of itself or any other shareholder during such ninety (90) day period (other than two filings a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Form S-3 Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, a registration solely of debt securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). (g) The Company shall not be required to maintain and keep any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations registration on Form S-3 effective for a period exceeding one hundred twenty (120) days from the holders effective date thereof. The Company shall give notice to all Holders of Restricted Stock the receipt of a request for registration pursuant to this Section 68 and shall provide a reasonable opportunity for all such other holders to participate in the registration. Subject to the foregoing, or (yy) 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. Whenever the Company is required by this Section 6 to will use its reasonable best efforts to effect promptly the registration of Restricted Stock, each all shares of the procedures and requirements of Section 4 (including but not limited Registrable Securities on Form S-3 to the requirement that extent requested by the Company notify all holders Holder or Holders thereof for purposes of Restricted Stock from whom notice has not been received and provide them with disposition. If the opportunity Holders of Registrable Securities requesting registration under this Section 8 intend to participate in distribute the offeringRegistrable Securities covered by their request by means of an underwriting, the provisions of Sections 5(b) shall apply to such registration.

Registration on Form S-3. (a) If at any time (i) a holder or holders of Restricted Stock then outstanding Holder requests in writing that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion shares of the shares Registrable Securities, the reasonably anticipated aggregate price to the public of Restricted Stock held by such requesting holder or holderswhich, net of underwriting discounts and commissions, would exceed $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such Registrable Securities to be registered for the Securities Act offering on Form S-3 or any successor theretosuch form; PROVIDED, for public sale in accordance with the method of disposition specified in such noticeHOWEVER, the number of shares of Restricted Stock specified in such notice; provided, however, that the Company shall not be required to effect any such registration, qualification or compliance more than two registrations pursuant to this Section 6 if 1.7 in any twelve (x12) Form S-3 is not available for such offering by month period. The Com- (b) Notwithstanding the holders of Restricted Stock; (y) the holders of Restricted Stockforegoing, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in be obligated to take any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock action pursuant to this Section 6, or 1.7: (yyi) 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. Whenever compliance unless the Company is already subject to service in such jurisdiction and except as may be required by this Section 6 the Securities Act, (ii) during the period starting with the date sixty (60) days prior to the filing of, and ending on a date six (6) months following the effective date of, a registration statement (other than with respect to a registration statement relating to a Rule 145 transaction, an offering 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 become effective, or (iii) if the Company shall furnish to such Holder 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 reasonable best efforts to effect file a registration statement shall be deferred for a single period not to exceed one hundred twenty (120) days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 (including but not limited request to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to file such registrationregistration by such Holder or Holders.

Registration on Form S-3. (a) If at any time (i) a holder or holders ------------------------ of Restricted Stock then outstanding requests in writing request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable 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 notice, the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, -------- however, that there shall be no limitation on the number of registrations on ------- Form S-3 which may be requested and obtained under this Section 6. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to register Restricted Stock under the Securities Act on registration statements ("Registration Statements") may, upon the reasonable determination of the Board of Directors made only once during any 12-month period, be suspended in the event and during such period as unforeseen circumstances (including without limitation (i) an underwritten primary offering by the Company (which includes no secondary offering) if the Company is advised in writing by its underwriters that the registration of the Restricted Stock would have a material adverse effect on the Company's offering, or (ii) pending negotiations relating to, or consummation of, a transaction or the occurrence of an event which would require additional disclosure of material information by the Company in Registration Statements or such other filings, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with Securities and Exchange Commission (the "SEC") requirements) exist (such unforeseen circumstances being hereinafter referred to as a "Suspension Event") which would make it impractical or unadvisable for the Company to file the Registration Statements or such other filings or to cause such to become effective. Such suspension shall continue only for so long as such event is continuing but in no event for a period longer than 90 days. The Company shall notify the Purchasers of the existence and nature of any Suspension Event.

Registration on Form S-3. (a) If at any time (i) a holder Holder or holders of Restricted Stock then outstanding requests in writing Holders request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion shares of the shares Registrable Securities the reasonably anticipated aggregate price to the public of Restricted Stock held by such requesting holder which would equal or holdersexceed Five Hundred Thousand Dollars ($500,000), and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified to be qualified in such notice, the number of shares of Restricted Stock specified in jurisdictions as such notice; provided, however, the Company shall not be required to effect any such registration, qualification Holder or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6Holders may reasonably request; provided, however, that the Company shall not defer be required to effect more than two filings of the Form S-3 in any 12 month period; (xx2) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 62.3 in any twelve (12) month period. The Company shall inform other Holders of the proposed registrations and offer them the opportunity to participate. In the event the registration is proposed to be part of a firm commitment underwritten public offering, or the substantive provisions of Section 2.1(b) shall be applicable to each such registration initiated under this Section 2.3. (yyb) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 2.3: (i) 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. Whenever 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 of the initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request, provided, however, that the Company may not exercise this Section 6 right more than twice in any twelve (12) month period; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days immediately following the effective date of, any registration statement pertaining to securities of the Company, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) 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 and its stockholders for registration statements to be filed at the date filing would be required, in which case the Company’s obligation to use its reasonable best efforts to effect file a registration statement shall be deferred for a period not to exceed thirty (30) days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 (including but not limited request to the requirement file such registration by such Holder or Holders, provided that the Company notify all holders of Restricted Stock from whom notice has may not been received and provide them with the opportunity to participate in the offeringexercise this deferral right more than twice during any twelve (12) shall apply to such registrationmonth period.

Registration on Form S-3. If at any time (i) a holder or holders If any Holder of Restricted Stock then outstanding the Registrable Securities requests in writing that the Company file a registration statement on Form S-3 (or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, form to Form S-3) and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such sharesthe Registrable Securities, then the Company shall use its reasonable best efforts to register cause such Registrable Securities to be registered on such form. The Company will (i) promptly give written notice of the proposed registration to all other Holders and (ii) 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 Securities Act on Form S-3 and any other governmental requirements or any successor thereto, for public regulations) as may be so requested and as would permit or facilitate the sale in accordance with the method and distribution of disposition all or such portion of such Registrable Securities as are specified in such noticerequest, together with all or such portion of the number Registrable Securities of shares of Restricted Stock specified any Holder joining in such notice; providedrequest as are specified, howeverin a written request received by the Company within thirty (30) days after receipt of such written notice from the Company. The relevant provisions of Section 2.4(ii) above (concerning underwriting) shall be applicable to each registration initiated under this Section 2.6. (ii) Notwithstanding the foregoing, the Company shall not be required obligated to effect take any such registration, qualification or compliance action pursuant to this Section 6 if 2.6: (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yya) 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. Whenever 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 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 6 2.6; (c) if the Holders propose to sell Registrable Securities and such other securities (if any) in an aggregate amount less than 1,625,000 shares of Registrable Securities (appropriately adjusted for stock splits, stock dividends and the like); or (d) if the Company shall furnish to such Holder a certificate signed by the Chief Executive Officer or Secretary 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 stockholders for such a registration statement to be filed, then the Company's obligation to use its reasonable best efforts to effect file a registration statement shall be deferred for a period not to exceed ninety (90) days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 (including but not limited request to the requirement file such registration by such Holder; provided that the Company notify all holders of Restricted Stock from whom notice has may not been received and provide them with the opportunity to participate utilize this right more than once in the offeringany twelve (12) shall apply to such registrationmonth period.

Registration on Form S-3. (a) If at any time (i) a holder Holder or holders of Restricted Stock then outstanding requests in writing Holders request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion shares of the shares Registrable Securities the reasonably anticipated aggregate price to the public of Restricted Stock held by such requesting holder or holderswhich, net of underwriting discounts and commissions, would exceed $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified to be qualified in such notice, jurisdictions as the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification Holder or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6Holders may reasonably request; provided, however, that the Company shall not defer be required to effect more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock one registration pursuant to this Section 6paragraph 4 in any calendar year. The substantive provisions of paragraph 3(b) shall be applicable to each registration under this paragraph 4. (b) Notwithstanding the foregoing, or the Company shall not be obligated to take any action pursuant to this paragraph 4: (yyi) 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. Whenever compliance unless the Company is already subject to service in such jurisdiction and except as may be required by this Section 6 the Act; (ii) if the Company, within ten (10) days of the receipt of the request of the initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within sixty (60) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); (iii) 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 of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to such Holder 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 such time, then the Company's obligation to use its reasonable best efforts to effect file a registration statement shall be deferred for a period not to exceed 90 days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 (including but not limited request to the requirement file such registration by such Holder provided that the Company notify all holders of Restricted Stock from whom notice has may not been received and provide them with the opportunity to participate in the offeringmake such certification more than once every twelve (12) shall apply to such registrationmonths.

Registration on Form S-3. If at any time (i) In case the Company shall receive from a holder Holder or holders of Restricted Stock then outstanding Holders a written request or requests in writing that the Company file effect a registration statement on Form S-3 (or any successor thereto for similar form promulgated by the SEC) and any related qualification or compliance with respect to all or a public offering part of the Registrable Securities owned by such Holder or Holders, the Company will, not more than twice in any year: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or any such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the shares Registrable Securities of Restricted Stock held by any other Holder or Holders joining in such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable 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 request as are specified in a written request given within 20 days after receipt of such notice, written notice from the number of shares of Restricted Stock specified in such noticeCompany; provided, however, that the Company shall not be required obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 6 1.4: (1) if (x) Form S-3 is not available for such offering by the holders of Restricted StockHolders; (y2) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) if the Company shall furnish to the holders of Restricted Stock Holders a certificate signed by the President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 60 180 days after the receipt of the request of the holder Holder or holders of Restricted Stock Holders under this Section 61.4; provided, however, that the Company shall not defer utilize this right more than two filings of the Form S-3 once in any 12 12-month period; or (xx3) with respect to any Holder, if the Company has, within the 12 month period preceding the date number of such request, already effected two registrations Registrable Securities requested to be registered on Form S-3 for by such Holder may be sold by such Holder in a 90-day period pursuant to Rule 144 of the holders Act. (c) Subject to the foregoing, the Company shall use its commercially reasonable efforts to file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of Restricted Stock the request or requests of the Holders. Registrations effected pursuant to this Section 61.4 shall not be counted as demands for registration effected pursuant to Section 1.3. If the Holders giving the initial notice propose to offer the Registrable Securities by means of an underwriting, or the terms of Sections 1.3(d) and (yy) 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. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offeringe) shall apply to such registrationapply.

Registration on Form S-3. (a) If at any time (i) a holder or holders of Restricted Stock then outstanding requests in writing Initiating Holders request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion shares of the shares Registrable Securities, the reasonably anticipated aggregate price to the public of Restricted Stock held by such requesting holder or holderswhich, net of underwriting discounts and commissions, would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such Registrable Securities to be registered for the Securities Act offering on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such noticeform; 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 (ii) 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 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 twenty (20) days after receipt of such written notice from the Company. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 1.7: (i) 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 pursuant unless the Company is already subject to this Section 6 if service in such jurisdiction and except as may be required by the Securities Act, (xii) Form S-3 during the period ending on a date three (3) months following the effective date of a registration statement (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not available appropriate for such offering by the holders registration of Restricted Stock; Registrable Securities), or (yiii) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) if the Company shall furnish to the holders of Restricted Stock such Holder a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the CompanyDirectors, it would be materially seriously detrimental to the Company and or its stockholders shareholders for such Form S-3 registration statements to be effected at such timefiled in the near future, in which event then the Company shall have the right Company's obligation to defer the filing of the Form S-3 use its best efforts to file a registration statement shall be deferred for a single period not more than 60 to exceed one hundred twenty (120) days after from the receipt of the request of the holder to file such registration by such Holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registrationHolders.

Registration on Form S-3. (a) If at any time (i) a holder Holder or holders of Restricted Stock then outstanding requests in writing Holders request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion shares of the shares Registrable Securities the reasonably anticipated aggregate price to the public of Restricted Stock held by such requesting holder which would equal or holdersexceed $2,500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified to be qualified in such notice, the number of shares of Restricted Stock specified in jurisdictions as such notice; provided, however, the Company shall not be required to effect any such registration, qualification Holder or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6Holders may reasonably request; provided, however, that the Company shall not defer be required to effect more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock one registration pursuant to this Section 5.3 in any six (6) 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, or the substantive provisions of Section 5.1(b) shall be applicable to each such registration initiated under this Section 5.3. (yyb) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 5.3: (i) 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. Whenever compliance unless the Company is already subject to service in such jurisdiction and except as may be required by this the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request of the initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); (iii) after the Company has effected two such registrations pursuant to Section 6 5.3(a), and such registrations have been declared or ordered effective; (iv) during the period starting with the date of filing of, and ending on the date 180 days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (v) 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 stockholders for registration statements to be filed in the near future, in which case the Company's obligation to use its reasonable best efforts to effect file a registration statement shall be deferred for a period not to exceed 90 days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 (including but not limited request to the requirement file such registration by such Holder or Holders, provided that the Company notify all holders of Restricted Stock from whom notice has may not been received and provide them with the opportunity to participate in the offering) shall apply to such registrationexercise this deferral right more than once per twelve-month period.

Registration on Form S-3. (a) If at any time Holder or Holders holding in the aggregate not less than twenty-five percent (i25%) a holder of the issued or holders of Restricted Stock then outstanding requests in writing issuable Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion the Registrable Securities the reasonable anticipated aggregate price to the public of the shares which, net of Restricted Stock held by such requesting holder or holdersunderwriting discounts and commissions, would exceed $500,000, and (ii) the Company is a registrant then entitled to use Form S-3 or any successor thereto under applicable Commission rules to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified to be qualified in such notice, jurisdictions as the number of shares of Restricted Stock specified in such noticeHolder or Holders may reasonably request; provided, -------- however, that the Company shall not be required to effect any such registration, qualification or compliance more than one ------- registration pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders 9.2 in any six month period. The substantive provisions of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled Section 9.5 shall be applicable to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 each registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock initiated under this Section 6; provided9.2. (b) Notwithstanding the foregoing, however, that the Company shall not defer more than two filings of the Form S-3 in be obligated to take any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock action pursuant to this Section 6, or 9.2 (yyi) 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. Whenever unless the Company is already subject to service in such jurisdiction and except as may be required by this Section 6 the Act; (ii) if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); (iii) 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 six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to such Holder 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 reasonable best efforts to effect file a registration statement shall be deferred for a period not to exceed 120 days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 (including but not limited request to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to file such registrationregistration by such Holder.

Registration on Form S-3. If (a) Subject to Section 6(b), if at any time (i) a holder or holders of Restricted Stock then outstanding requests in writing request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable 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 notice, the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, however, that, subject to Section 6(b), there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6, and provided, further, that the requirements contained in the first sentence of Section 4(b) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6. (b) Notwithstanding anything to the contrary in this Section 6, (i) the Company shall not be required to effect more than two registrations pursuant to this Section 6 in any 12-month period; (ii) the aggregate value of the shares of Restricted Stock to be registered under the Securities Act pursuant to each request for registration under this Section 6 shall not be less than $1,000,000; and (iii) the Company shall not be obligated to effect any such registration under this Section 6 if Form S-3 or any successor thereto is not available for such offering by the holders. The Company shall not be required to effect a registration pursuant to this Section 6 if the Company shall furnish to the holder or holders requesting a registration statement pursuant to this Section 6 a certificate signed by the Company’s Chief Executive Officer stating that, in the good faith judgment of the Board of Directors, including the affirmative vote or consent of a majority of the Investor Directors (as evidenced by a written resolution of the Board of Directors), that the Company would be materially adversely affected if such registration statement were filed, in which event the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of such holder or holders, provided that such right shall be exercised by the Company not more than once in any 12-month period; or (iv) with respect to any particular jurisdiction, the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.

Registration on Form S-3. If at As promptly as practicable after (and ------------------------ in any time event within 45 days of)the Closing (ias defined in the Exchange Agreement), Mercury will file a registration statement to register (whether or not required by law to do so) a holder the Registrable Securities, under the Securities Act and will use its best efforts to have such registration statement become effective as promptly as practicable after it is filed and to keep such registration statement effective for the lesser of one year or holders until all of Restricted Stock then outstanding requests the Holders have informed Mercury in writing that the Company file a distribution of their Registrable Securities has been completed; provided, that, each of the Conduct -------- ---- Shareholders agree, by acquisition of the Mercury Stock, that, upon receipt of any notice from Mercury of (i) the happening of any event which makes any statements made in the registration statement on or related prospectuses filed pursuant to this Section 1, or any documents incorporated or deemed to be incorporated therein by reference, untrue in any material respect or which requires the making of any changes in such registration statement or prospectus so that, in the case of such registration statement it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make, the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) that, in the reasonable and good faith judgment of Mercury's Board of Directors, it is advisable to suspend use of the prospectus for a discrete period of time due to undisclosed material pending corporate developments, the Conduct Shareholders will forthwith discontinue, for a period not to exceed thirty (30) days, disposition of such Mercury Stock covered by such registration statement or prospectus until the Conduct Shareholders are advised in writing by Mercury that use of the applicable prospectus may be resumed, and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. Mercury shall use all reasonable efforts to insure that the use of the prospectus may be resumed as soon as practicable, and in any event shall not be entitled to require the Conduct Shareholders to suspend use of any prospectus for more than two non-consecutive thirty (30) day periods in any twelve month period. Mercury hereby represents that it is presently eligible to utilize Form S-3 or any successor thereto for a public offering the purpose of registering the resale of Registrable Securities. Mercury agrees that it will: (a) As promptly as practicable after it is necessary to do so, prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement, and use its best efforts to cause each such amendment to become effective as promptly as practicable after it is filed, as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement. (b) A reasonable number of days prior to filing any registration statement, prospectus or any portion amendment or supplement thereto with the Commission, furnish a copy of such registration statement, prospectus or amendment or supplements to each Holder participating in such registration for such Holder's review. (c) Furnish to each Holder participating in the registration such number of prospectuses, preliminary prospectuses, final prospectuses and such other documents as such Holder may reasonably request in order to facilitate the public sale or other disposition of the shares of Restricted Stock held Registrable Securities being sold by such requesting holder or holdersHolder. (d) Notify each Holder, (A) of the time when such registration statement has become effective, and (iiB) the Company at any time when a prospectus is a registrant entitled required to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register be delivered under the Securities Act in connection with such registration statement (1) of the happening of any event as a result of which such registration statement, such prospectus, any prospectus supplement or any document incorporated by reference in any of the foregoing contains an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (2) that Mercury is in possession of material information that it deems advisable not to disclose in a registration statement. (e) Advise each Holder promptly after Mercury shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal (at the earliest practicable date) if such stop order should be issued. (f) Apply for listing and use its best efforts to list the Registrable Securities being registered on any national securities exchange on which a class of Mercury's equity securities is listed or, if Mercury does not have a class of equity securities listed on a national securities exchange, apply for qualification and use its best efforts to qualify the Registrable Securities being registered for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (g) Use its best efforts to file with the Commission in a timely manner all reports and other documents required of Mercury under the Securities Act and the Securities Exchange Act of 1934, as amended. (h) Cooperate when requested by Holder in the qualification of the Mercury Stock under the blue sky laws of such jurisdiction as Holder may designate and during the period in which the Form S-3 or any successor theretois effective, for public sale in accordance with the method of disposition specified keeping such qualifications in such noticegood standing under said blue sky laws, the number of shares of Restricted Stock specified in such notice; provided, -------- however, the Company that Mercury shall not be required obligated to effect file any such registration, qualification general consent to ------- service of process or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock qualify as 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 foreign corporation in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever the Company it is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registrationso qualified.

Registration on Form S-3. 1.7.1 If at any time (i) a holder Holder or holders of Restricted Stock then outstanding requests in writing Holders request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, Registrable Securities the reasonably anticipated aggregate price to the public of which would exceed $1,500,000 and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified to be qualified in such notice, jurisdictions as the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification Holder or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6Holders may reasonably request; provided, however, that the Company shall not defer be required to effect more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock one registration pursuant to this Section 61.7 in any twelve (12) month period or in excess of two registrations under this Section 1.7. 1.7.2 Notwithstanding the foregoing, or the Company shall not be obligated to take any action pursuant to this Section 1.7: (yyi) 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. Whenever compliance unless the Company is already subject to service in such jurisdiction and except as may be required by this Section 6 the Securities Act, Blue Sky or other state securities laws; (ii) 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 six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) if the Company shall furnish to such Holder 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, in which event the Company's obligation to use its reasonable best efforts to effect file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 (including but not limited request to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to file such registrationregistration by such Holder.

Registration on Form S-3. If (a) Subject to Section 10, if, at any time (i) or from time to time a holder Holder or holders Holders of Restricted Stock at least 2% of the Company’s then outstanding requests Common Stock (including Common Stock issuable upon conversion of Preferred Stock) request in writing (specifying that such request is being made pursuant to this Section 4) that the Company file effect a registration statement on Form S-3 (or any successor thereto registration form to Form S-3 regardless of its designation) for a public an offering of all or any portion Registrable Securities with a reasonably anticipated aggregate price to the public in excess of the shares of Restricted Stock held by such requesting holder or holders, and (ii) $1,000,000 at a time when the Company is a registrant entitled eligible to use register securities on Form S-3 (or any successor thereto registration form to register such sharesForm S-3 regardless of its designation), then the Company shall will promptly give written notice of the proposed registration to all the Holders and will use its reasonable best efforts to register effect as soon as practicable thereafter the registration under the Act of all Registrable Securities Act on Form S-3 or of any successor thereto, for public sale Holder joining in accordance with the method of disposition such request as are specified in a written request received by the Company within thirty (30) days after the date of such notice, written notice from the number of shares of Restricted Stock specified in such notice; provided, howeverCompany. Notwithstanding the foregoing, the Company shall not have the right to delay any registration to be required to effect any such registration, qualification or compliance undertaken pursuant to this Section 6 if 4 for one time, but not more than one time, not to exceed ninety (x90) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of consecutive days provided that the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish furnishes to the holders of Restricted Stock Holders a certificate signed by the President Chief Executive Officer of the Company company stating that, that in the good faith judgment of the Board of Directors of the CompanyBoard, it such registration and offering would be materially detrimental to and adversely affect the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, provided further that the Company shall not defer more than two filings immediately cease such delay in the event the condition causing the deferral of the Form S-3 in any 12 month period; registration and offering is no longer pending. (xxb) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant The Holders’ rights to registration under this Section 64 are in addition to, or (yy) and not in any particular jurisdiction in which the Company would be required lieu of, their rights to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures under Sections 2 and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration3.

Registration on Form S-3. If at any time (i) a holder or holders of Shares or Restricted Stock then outstanding requests in writing request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable 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 notice, the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, PROVIDED, HOWEVER, that the number of registrations on Form S-3 which may be requested and obtained under this Section 6 shall be limited to three (3). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 6 within one hundred eighty (180) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Sections 4 or 5 and in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been requested. Notwithstanding the foregoing, the Company shall not be obligated to effect any S-3 registration: (i) unless such request would have a net aggregate offering price exceeding $500,000; or (ii) if such request is made within 12 months of a previous S-3 registration. In addition, if the President or Chief Executive Officer of the Company executes a certificate giving notice of the Company's intention to file a registration statement or stating that in the good faith judgment of the Board of Directors of the Company the offering would be detrimental to the Company or its shareholders, the Company may delay such request one or more times (but only once in any 12 month period) for a period not to exceed 180 days after receipt of the request pursuant to this Section 6.

Registration on Form S-3. (a) If at any time (i) a holder or holders of Restricted Stock then outstanding requests in writing Initiating Holders request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion shares of the shares Registrable Securities, the reasonably anticipated aggregate price to the public of Restricted Stock held by such requesting holder or holderswhich, net of underwriting discounts and commissions, would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such Registrable Securities to be registered for the Securities Act offering on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such noticeform; provided, however, that the Company shall not be required to effect more than three 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 (ii) 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 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 twenty (20) days after receipt of such written notice from the Company. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 1.7: (i) 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 pursuant unless the Company is already subject to this Section 6 if service in such jurisdiction and except as may be required by the Securities Act, (xii) Form S-3 during the three (3) month period ending on a date three (3) months following the effective date of, a registration statement (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not available appropriate for such offering by the holders registration of Restricted Stock; Registrable Securities), (yiii) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) if the Company shall furnish to the holders of Restricted Stock such Holder a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the CompanyDirectors, it would be materially seriously detrimental to the Company and or its stockholders shareholders for such Form S-3 registration statements to be effected at such timefiled in the near future, in which event then the Company shall have the right Company's obligation to defer the filing of the Form S-3 use its best efforts to file a registration statement shall be deferred for a single period not more than 60 to exceed ninety (90) days after from the receipt of the request of the holder to file such registration by such Holder or holders of Restricted Stock under this Section 6; providedHolders, provided however, that the Company shall may not defer utilize this right more than two filings of the Form S-3 once in any 12 twelve (12) month period; , or (xxiv) the Company hasshall have already received, within the 12 any twelve (12) month period preceding the date of such requestperiod, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or three (yy3) 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. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement requests from Initiating Holders that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registrationfile a registration statement on Form S-3.

Registration on Form S-3. (a) If the Key Investor Deciders, the Preferred Stockholders, the Warrantholders or any Holder or group of Holders holding at any time least twenty percent (i20%) a holder or holders of Restricted Stock the then outstanding Registrable Securities requests in writing that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion shares of the shares Registrable Securities, the reasonably anticipated aggregate price to the public of Restricted Stock held by such requesting holder or holderswhich, net of underwriting discounts and commissions, would exceed One Million Dollars ($1,000,000), and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its commercially reasonable best efforts to register 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 (ii) as soon as practicable, but in no event later than sixty (60) days following the request, use commercially reasonable efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act on Form S-3 Act) as may be so requested and as would permit or any successor thereto, for public facilitate the sale in accordance with the method and distribution of disposition all or such portion of such Registrable Securities as are specified in such noticerequest, together with all or such portion of the number Registrable Securities of shares of Restricted Stock any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of written notice from the Company; provided that if such notice; providedregistration is related to a block trade, howeversuch request must be received within three (3) days after receipt of such written notice from the Company by any Holder. The substantive provisions of Section 1.6(b) shall be applicable to each registration initiated under this Section 1.8. (b) Notwithstanding the foregoing, the Company shall not be required obligated to effect take any such registration, qualification or compliance action pursuant to this Section 6 if 1.8: (xi) Form S-3 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration or qualification unless the Company is not available for already subject to service in such offering jurisdiction and except as may be required by the holders of Restricted StockSecurities Act; (yii) the holders of Restricted Stockin a given twelve (12)-month period, together with the holders of any other securities of after the Company entitled has effected two (2) such registrations pursuant to inclusion in subparagraph 1.8(a) during such registration, propose to sell Restricted Stock and other securities of less than $1,000,000period; or (ziii) if the Company shall furnish to the holders of Restricted Stock such requesting Holders a certificate signed by the President Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the CompanyBoard, it would be materially detrimental to the Company and its stockholders there is a Valid Business Reason for such Form S-3 registration to be effected at such timedeferred for up to two (2) periods (including those set forth in Section 1.7), in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 sixty (60) days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the each. The Company shall not defer its obligation in this manner more than two filings of the Form S-3 once with respect to any registration request in any 12 month twelve (12)-month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration.

Registration on Form S-3. (a) If at any time after the date hereof, (i) a holder Holder or holders of Restricted Stock then outstanding requests in writing Holders request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Registrable Stock held by such requesting holder Holder or holdersHolders, the reasonably anticipated aggregate price to the public of such shares would exceed $500,000 and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such shares, then the Company shall use its reasonable 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 notice, the number of shares of Restricted Registrable Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant to this Section 6, or (yy) 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. Whenever the Company is required by this Section 6 5 to use its reasonable best efforts to effect the registration of Restricted Registrable Stock, each of the procedures procedures, requirements and requirements limitations of Section 4 3 (including but not limited to the requirement that the Company notify all holders of Restricted Stock Holders from whom notice has not been received and provide them with the opportunity to participate in the offeringoffering and the requirements of subparagraph (b)) shall apply to such registration; provided, however, that -------- ------- there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 5, except that the Company shall not be obligated to effect more than two registrations under this Section 5 in any twelve (12) month period; and provided, further, that -------- ------- the $2,000,000 minimum dollar amount set forth in the first sentence of Section 3(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 5. (b) If the Company is a registrant entitled to use Form S-3 or any successor form thereto to register shares of Registrable Stock, then 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 any method of disposition specified by any Holder or Holders, all of the shares of Registrable Stock. The Company agrees to maintain the registration effective as a shelf-registration for a period of twelve (12) months, except: (i) within 90 days after the effective date of a Registration Statement filed by the Company (except for Registration Statements on Form ▇-▇, ▇-▇ or any successors thereto) or (ii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. Amended and Restated Registration Rights Agreement Directors it would be seriously detrimental to the Company stockholders for a Form S-3 Registration Statement to be effective due to pending Company events, or that keeping such Statement effective at such time would require disclosure of material non-public information relating to the Company which, in the reasonable opinion of the Board of Directors, should not be disclosed, or if the Company intends to file a Registration Statement within sixty (60) days and agrees to register shares of the Holders' Registrable Stock therein, provided, however, that the Company shall not -------- ------- utilize these rights more than once in any 12-month period, nor for a period of more than sixty (60) days, and further provided that the shelf registration shall be kept effective for an additional period equal to the period of time during which the shelf registration was not kept effective pursuant hereto.

Registration on Form S-3. (a) If at any time (i) a holder or holders of Restricted Stock then outstanding requests in writing the Holders request that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion shares of the shares Registrable Securities the reasonably anticipated aggregate price to the public of Restricted Stock held by such requesting holder or holderswhich, net of underwriting discounts and commissions, would exceed $2,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its reasonable best efforts to register under cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified to be qualified in such notice, the number of shares of Restricted Stock specified in jurisdictions as such notice; provided, however, the Company shall not be required to effect any such registration, qualification Holder or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6Holders may reasonably request; provided, however, that the Company shall not defer be required to effect more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock one registration pursuant to this Section 65.3 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, or the substantive provisions of Section 5.1(c) shall be applicable to each such registration initiated under this Section 5.3. (yyb) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 5.3: (i) 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. Whenever , unless the Company is already subject to service in such jurisdiction and except as may be required by this the Securities Act; (ii) if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention ---- ---- to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees, or any other registration which is not appropriate for the registration of Registrable Securities); (iii) 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 one hundred eighty (180) days immediately following, the effective date of any registration statement subject to Section 6 5.2 hereof (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iv) 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 stockholders for registration statements to be filed in the near future, then the Company's obligation to use its reasonable best efforts to effect file a registration statement shall be deferred for a period not to exceed one hundred twenty (120) days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 (including but not limited request to the requirement file such registration by such Holder or Holders, provided that the Company notify all holders of Restricted Stock from whom notice may not exercise this deferral right more than once per twelve month period; or (v) after the Company has not effected four such registrations pursuant to this Section 5.3, and each such registration has been received and provide them with the opportunity to participate in the offering) shall apply to such registrationdeclared or ordered effective.

Registration on Form S-3. The Company shall use its reasonable best efforts to qualify for registration on Form S-3 as soon as legally possible and, thereafter, to maintain such qualification. If at any time after the Company's first firm commitment underwritten public offering (ia) a holder or holders of Restricted Stock then outstanding the Investor requests in writing that the Company file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Restricted Stock held by the Investor, the aggregate proposed offering price of which is not less than $10,000,000 for any such requesting holder or holdersregistration, and (iib) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such sharesshares for secondary sales, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto, thereto for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Notwithstanding the immediately preceding sentence, the required dollar amount for the aggregate proposed offering price shall be reduced from $10,000,000 to $7,000,000 immediately, and without further action by any of the parties hereto, upon the receipt by the Company of the requisite consent to such reduction from the parties to the Amended and Restated Registration Rights Agreement, dated as of April 26, 2000, by and among the Company and the securityholders party thereto. There shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this SECTION 2A; providedPROVIDED, howeverHOWEVER, that in the event that the Company has already effected a registration on Form S-3 pursuant to this SECTION 2A during any 12 month period, any additional registration(s) on Form S-3 requested pursuant to this SECTION 2A during such 12 month period shall be at the expense of the Investor. If the method of disposition specified in such notice shall be an underwritten public offering, the Investor may designate the managing underwriter(s) of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Company's obligation to register Restricted Stock pursuant to SECTION 2A shall not be deemed satisfied in respect of any registration: (i) unless a registration statement covering at least 85% of the shares of Restricted Stock specified in notice received as aforesaid, for sale in accordance with the method of disposition specified by the Investor, shall have become effective, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, resulting in a failure to consummate the offering of Restricted Stock offered thereby, (iii) if after a registration statement has become effective, the offering of Restricted Stock offered thereby is not consummated due to factors beyond the control of the Investor, including, without limitation, in the context of a proposed firm commitment underwriting, the fact that the underwriters have advised the Investor that such Restricted Stock cannot be sold at a net price equal to or above the net price anticipated at the time of filing of the preliminary prospectus, or (iv) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied through no fault of the Investor. The Company shall be entitled to include in any registration statement referred to in this SECTION 2A, for sale in accordance with the method of disposition specified by the Investor, shares of Common Stock to be sold by the Company for its own account. In the event that any registration pursuant to this SECTION 2A shall be, in whole or in part, an underwritten public offering of Common Stock and the managing underwriter advises the Company that inclusion of all such Restricted Stock would adversely affect the marketing of the offering, the Company shall not allocate the shares of Common Stock to be required included in such registration as follows: (A) first, to effect the Investor, (B) second, to the extent of any such remaining shares to be included in the registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; "piggyback" registration rights requesting inclusion, pro rata on the basis of the number of shares of Common Stock requested to be included in the registration, (yC) third, to the holders of Restricted Stock, together with the holders extent of any other securities of remaining shares to be included in the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental and (D) fourth, to the Company and its stockholders for such Form S-3 registration extent of any remaining shares to be effected at such timeincluded in the registration, to all other persons requesting shares of Common Stock to be included in which event the Company shall have registration, pro rata on the right to defer the filing basis of the Form S-3 registration statement for a period not more than 60 days after the receipt number of the request shares of the holder or holders of Restricted Common Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock pursuant requested to this Section 6, or (yy) 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. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate included in the offering) shall apply to such registration.

Registration on Form S-3. If at Following the effective date of the ------------------------ first registration of any time (i) a holder or holders securities of Restricted Stock then outstanding requests in writing that the Company on Form S-1 or any comparable or successor form or forms, the Company will use its best efforts to file a all reports necessary to qualify for registration statement of its securities on Form S-3 or any comparable or successor thereto for a public offering of all form or any portion of the shares of Restricted Stock held by such requesting holder or holdersforms, and the Company will register (iiwhether or not required by law to do so) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register Common Stock under the Securities Exchange Act on Form S-3 or any successor thereto, for public sale in accordance with the method provisions thereof. After the Company has qualified for the use of disposition specified Form S-3, in such noticeaddition to the rights contained in the foregoing provisions of this Agreement, the number Holders of shares of Restricted Stock specified in such notice; provided, howeverRegistrable Securities will have the right to request registration on Form S-3. However, the Company shall will not be required obligated to effect any such registration, qualification or compliance pursuant to this Section 6 registration if (xi) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted StockHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock Registrable Securities and such other securities (if any) on Form S-3 at an aggregate offering price to the public of less than $1,000,000; , (zii) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of furnishes the Form S-3 certificate described in any 12 month period; Section 5(a), or (xxiii) if the Company has, within the 12 month period preceding the date of such request, already has effected two registrations on Form S-3 for within the holders past twelve months. Such requests will be in writing and will state the number of Restricted Stock shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holder. If at the time of any request to register Registrable Shares pursuant to this Section 68, or (yy) 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. Whenever the Company is required by this engaged or has firm plans to engage within 90 days of the time of the request in a registered public offering as to which the Initiating Holders may include Registrable Shares pursuant to Section 6 to use its reasonable best efforts to effect or is engaged in any other activity which, in the registration of Restricted Stock, each good faith determination of the procedures and requirements Company's Board of Section 4 (including but not limited Directors, would be adversely affected by the requested registration to the requirement that material detriment of the Company, then the Company notify all holders may at its option direct that such request be delayed for a period not in excess of Restricted Stock one hundred twenty (120) days from whom notice has the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not been received and provide them with the opportunity to participate in the offering) shall apply to such registrationmore than once during any period of twelve consecutive months.

Registration on Form S-3. If (a) In addition to the rights under Section 2 hereof, if at any time (i) a holder Holder or holders Holders of Restricted Stock at least 20% of the total Registrable Securities then outstanding requests in writing request(s) that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder or holders, where the reasonably anticipated aggregate price to the public of this public offering would exceed $10,000,000 and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such sharesRegistrable Securities, then the Company shall use its commercially reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method number of disposition Registrable Securities specified in such notice, the number of shares of Restricted Stock specified in such notice; provided, however, the Company shall not be required to effect any such registration, qualification or compliance pursuant to this Section 6 if (x) Form S-3 is not available for such offering by the holders of Restricted Stock; (y) the holders of Restricted Stock, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Restricted Stock and other securities of less than $1,000,000; (z) the Company shall furnish to the holders of Restricted Stock 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 materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not more than 60 days after the receipt of the request of the holder or holders of Restricted Stock under this Section 6; provided, however, that the Company shall not defer more than two filings of the Form S-3 in any 12 month period; (xx) the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the holders of Restricted Stock be required to effect a registration pursuant to this Section 6, or 3: (yyi) at any time prior to six months following the effective date of a registration statement for the offering of its securities effected under Section 2; (ii) 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 unless it is already subject to service in effecting such registration, qualification or compliance. Whenever jurisdiction and except as required by the Securities Act; (iii) if the Company is required by this Section 6 to use , within ten (10) days of the receipt of the request of such Holders, gives notice of its reasonable best efforts bona fide intention to effect the filing of a registration statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Restricted Stock, each Registrable Securities); (iv) if the Company furnishes to such Holders a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the procedures and requirements Company’s Board of Section 4 (including but not limited Directors, as the case may be, it would be seriously detrimental to the requirement that Company and its shareholders for such registration statement to be filed on or before the date filing would be required and it is therefore essential to defer the filing of such registration statement, in which case the Company notify all shall have the right to defer such filing for a period of not more than one hundred eighty (180) days after the furnishing of such a certificate of deferral; provided, however, that this right may be exercised only once in any twelve (12) month period; or (v) after the Company has effected two (2) such registration statements pursuant to this Section 3. (b) The right of the holders of Restricted Stock from whom notice has not been received and provide them with Registrable Securities to have their securities registered on Form S-3 under this Section 3 shall terminate at the opportunity to participate earlier of (i) three (3) years following the consummation of the offering detailed in the offeringSubscription Agreement, or (ii) shall apply as to any Investor, such registrationearlier time at which any Registrable Securities held by such Investor (together with any affiliate of the Investor with whom such Investor must aggregate its sales under Rule 144) can be sold without registration in compliance with Rule 144 of the Securities Act.