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

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S- 3 or F-3 or any similar short-form registration which may be available at such time (“Form S-3”); provided, however, that (i) the Company shall not be obligated to effect such request through an underwritten offering and (ii) the Company shall not be obligated to effect more than two such requests. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.4: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities that are LED Parties may at any time and from time to time, request in writing that the Company register (a “Form S-3 Registration”) the resale of any or all of such Registrable Securities on Form S- 3 or F-3 S-3 or any similar short-form registration which may be available at such time (“Form S-3”); provided, however, that (i) the Company shall not be obligated to effect such request through an underwritten offering and (ii) the Company shall not be obligated to effect more than two such requestsoffering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable SecuritiesSecurities that are LED Parties, and, as soon as practicable thereafter, subject to the provisions on Section 2.2, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders that are LED Parties joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.4: 2.3 (i) if Form S-3 is not available for such offering; offering or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The Any one or more holders of Registrable Securities may at any time and from time to timetime after the Announcement Date, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S- 3 or F-3 S-3 or any similar short-form registration which may be available at such time (“Form S-3”); provided, however, that (i) the Company shall not be obligated to effect such request through an underwritten offering and (ii) the Company shall not be obligated to effect more than two such requestsoffering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable SecuritiesSecurities (and, to the extent required by other written contractual piggy-back registration rights, other securityholders), and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such initial request, together with all or such portion of the Registrable Securities (or other securities of the Company, if any, securities) of any other holder or holders joining in such request as are specified in a written request given to the Company within fifteen (15) days after receipt of such written notice from the CompanyCompany of the proposed registration; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3: (ia) if Form S-3 is not available for such offering; or (iib) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders Holders of Registrable Securities may at any time and from time to time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S- 3 or F-3 or any similar short-form registration which may be available at such time (“Form S-3”); provided, however, that (i) the Company shall not be obligated to effect such request through an underwritten offering and (ii) the Company shall not be obligated to effect more than two such requestsoffering. Upon receipt of such written request, the Company will promptly promptly, but no later than ten (10) days thereafter, give written notice of the proposed registration to all other holders Holders of Registrable Securities, and, as soon as practicable thereafterthereafter (but, in the case of a registration of such Registrable Securities pursuant to section 2.1, subject to the time periods and procedures in Section 2.1), effect the registration of all or such portion of such holderHolder’s or holdersHolders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder Holder or holders Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.4: (i) if Form S-3 is not available for such offering; or (ii) if the holders Holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.11,000,000.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S- 3 S-3 or F-3 or any similar short-form registration which may be available at such time (“Form S-3”); provided, however, that (i) the Company shall not be obligated to effect such request through an underwritten offering and (ii) the Company shall not be obligated to effect more than two such requests. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.4: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The Any one or more holders of Registrable Securities may at any time and from time to timetime after the Release Date, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S- 3 or F-3 S-3 or any similar short-form registration which may be available at such time (“Form S-3”); provided, however, that (i) the Company shall not be obligated to effect such request through an underwritten offering and (ii) the Company shall not be obligated to effect more than two such requestsoffering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable SecuritiesSecurities (and, to the extent required by other written contractual piggy-back registration rights, other securityholders), and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such initial request, together with all or such portion of the Registrable Securities (or other securities of the Company, if any, securities) of any other holder or holders joining in such request as are specified in a written request given to the Company within fifteen (15) days after receipt of such written notice from the CompanyCompany of the proposed registration; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3: (ia) if Form S-3 is not available for such offering; or (iib) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S- 3 or F-3 S-3 or any similar short-form registration which may be available to the Company under the Securities Act and he rules and regulations of the SEC at such time (“Form S-3”); provided, however, that (i) the Company shall not be obligated to effect such request through an underwritten offering and (ii) the Company shall not be obligated to effect more than two such requestsoffering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities that are Pegasus Parties may at any time and from time to time, request in writing that the Company register (a “Form S-3 Registration”) the resale of any or all of such Registrable Securities on Form S- 3 or F-3 S-3 or any similar short-form registration which may be available at such time (“Form S-3”); provided, however, that (i) the Company shall not be obligated to effect such request through an underwritten offering and (ii) the Company shall not be obligated to effect more than two such requestsoffering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable SecuritiesSecurities that are Pegasus Parties, and, as soon as practicable thereafter, subject to the provisions on Section 2.2, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders that are Pegasus Parties joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.4: 2.3 (i) if Form S-3 is not available for such offering; offering or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to timetime beginning on or after the Release Date, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S- 3 or F-3 S-3 or any similar short-form registration which may be available at such time (“Form S-3”); provided, however, that (i) the Company shall not be obligated to effect such request through an underwritten offering and (ii) the Company shall not be obligated to effect more than two such requestsa request if the Company has within the preceding six (6) months effected a registration on Form S-3. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.42.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.2.4 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.