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

Registrations on Form S-3. 4.1 Anything contained in Section 2 to the contrary notwithstanding, at any time after the Demand Date and if the Company is then qualified for the use of Form S-3, the Holders representing (on a fully diluted basis) at least twenty percent (20%) of the total number of Registrable Securities (the "FORM S-3 INITIATING HOLDERS") shall have the right to request in writing unlimited registrations of Registrable Shares on Form S-3, which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of and the holders thereof and (ii) state the intended method of disposition of such Registrable Shares, and upon receipt of any such request, the Company shall use all reasonable efforts promptly to effect the registration under the Securities Act of the Registrable Shares so requested to be registered. A requested registration on Form S-3 in compliance with this Section 4 shall not count as a Registration Statement initiated pursuant to Section 2 for purposes of determining the number of registrations which may be requested by the Initiating Holders under such Section, but shall otherwise be treated as a registration initiated pursuant to, and shall be subject to, the provisions of Section 2. 4.2 Anything contained in Section 4.1 to the contrary notwithstanding, the Company shall not be obligated to effect, or take any action to effect, any registration under the Securities Act pursuant to Section 4.1: (a) Unless the Form S-3 Initiating Holders propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $7,500,000; (b) Within one hundred eighty (180) days of the effective date of the most recent registration pursuant to this Section 4 in which securities held by the requesting Holder could have been included for sale or distribution; (c) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (d) If the Company shall furnish to the Form S-3 Initiating Holders a certificate signed by the President of the Company stating that the Company intends in good faith to file within ninety (90) days after the date of such notice a registration statement pertaining to securities of the Company and in which the Form S-3 Initiating Holders may request inclusion of Registrable Securities pursuant to Section 3, then, during the period starting with the date of such notice and ending on the date six (6) months immediately following the effective date of such registration statement, PROVIDED that the Company actively employs in good faith all reasonable efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may only delay an offering pursuant to this Section 4.2(d) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise the right specified in this clause (d) once in any twelve (12)-month period; or (e) If the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, in which event the Company shall deliver a certificate to such effect signed by its President to the Form S-3 Initiating Holders and the Company shall not be required to effect a registration under this Section 4 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination; PROVIDED, HOWEVER, that the Company shall not utilize the right under this Section 4.2(e) more than once in any twelve (12) month period

Registrations on Form S-3. 4.1 Anything contained in (a) If (i) the Corporation shall receive a written request (specifying that it is being made pursuant to this Section 2 11) from one or more Holders that the Corporation file a registration statement on Form S-3 (or any successor form to the contrary notwithstanding, at any time after the Demand Date and if the Company is then qualified Form S-3 regardless of its designation) for the use of Form S-3, the Holders representing (on a fully diluted basis) at least twenty percent (20%) of the total number of Registrable Securities (the "FORM S-3 INITIATING HOLDERS") shall have the right to request in writing unlimited registrations public offering of Registrable Shares on Form S-3the reasonably anticipated aggregate price to the public of which would equal or exceed $3,000,000, which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of and the holders thereof and (ii) state the intended method of disposition Corporation is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register such shares, then the Corporation shall promptly notify all other Holders of such Registrable Shares, request and upon receipt of any such request, the Company shall use its best efforts to cause all reasonable efforts promptly to effect the registration under the Securities Act of the Registrable Shares so that Holders have requested be registered to be registered. A requested registration registered on Form S-3 in compliance with this Section 4 shall not count as a Registration Statement initiated pursuant (or any successor form to Section 2 for purposes of determining the number of registrations which may be requested by the Initiating Holders under such Section, but shall otherwise be treated as a registration initiated pursuant to, and shall be subject to, the provisions of Section 2Form S-3). 4.2 Anything contained in Section 4.1 to (b) Notwithstanding the contrary notwithstandingforegoing, (i) the Company Corporation shall not be obligated to effect, or take any action to effect, any registration under the Securities Act pursuant to Section 4.1: (a) Unless the Form S-3 Initiating Holders propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $7,500,000; (b) Within one hundred eighty (180) days of the effective date of the most recent effect a registration pursuant to this Section 4 11 during the period starting with the date sixty (60) days prior to the Corporation's estimated date of filing of, and ending on a date six (6) months following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Corporation, provided, that the Corporation is actively employing in which securities held by good faith its best efforts to cause such registration statement to become effective and that the requesting Holder could have been included for sale or distribution; Corporation's estimate of the date of filing such registration statement is made in good faith; (cii) In any particular jurisdiction in which the Company would Corporation shall not be required obligated to execute effect a general consent registration pursuant to service this Section 11 within six (6) months after the effective date of process in effecting such registration, qualification or compliance, unless a prior registration under this Section 11; and (iii) if the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (d) If the Company Corporation shall furnish to the Form S-3 Initiating Holders a certificate signed by the President of the Company Corporation stating that the Company intends in good faith to file within ninety (90) days after the date of such notice a registration statement pertaining to securities of the Company and in which the Form S-3 Initiating Holders may request inclusion of Registrable Securities pursuant to Section 3, then, during the period starting with the date of such notice and ending on the date six (6) months immediately following the effective date of such registration statement, PROVIDED that the Company actively employs in good faith all reasonable efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may only delay an offering pursuant to this Section 4.2(d) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise the right specified in this clause (d) once in any twelve (12)-month period; or (e) If the Company determines, in the good faith judgment of the Board of Directors of it would be seriously detrimental to the Company, with the advice of counsel, that the filing of Corporation or its shareholders for a registration statement would require to be filed in the disclosure of non-public material information near future, then the disclosure of which would have Corporation's obligation to use its best efforts to file a material adverse effect on the Company or would otherwise materially adversely affect registration statement shall be deferred for a financing, acquisition, disposition, merger or other significant transaction, in which event the Company shall deliver a certificate period not to such effect signed by its President exceed 45 days. (c) The Holders' rights to the Form S-3 Initiating Holders and the Company shall not be required to effect a registration under this Section 4 until the earlier 11 are in addition to, and not in lieu of, their rights to registration under Section 3 of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination; PROVIDED, HOWEVER, that the Company shall not utilize the right under this Section 4.2(e) more than once in any twelve (12) month periodAgreement.

Registrations on Form S-3. 4.1 Anything contained in (a) If (i) RXi shall receive a written request (specifying that it is being made pursuant to this Section 2 11) from CytRx that RXi file a registration statement on Form S-3 (or any successor form to the contrary notwithstanding, at any time after the Demand Date and if the Company is then qualified Form S-3 regardless of its designation) for the use of Form S-3, the Holders representing (on a fully diluted basis) at least twenty percent (20%) of the total number of Registrable Securities (the "FORM S-3 INITIATING HOLDERS") shall have the right to request in writing unlimited registrations public offering of Registrable Shares on Form S-3the reasonably anticipated aggregate price to the public of which would equal or exceed $1,000,000, which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of and the holders thereof and (ii) state the intended method of disposition of RXi is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register such Registrable Sharesshares, and upon receipt of any such request, the Company then RXi shall use its best efforts to cause all reasonable efforts promptly to effect the registration under the Securities Act of the Registrable Shares so that CytRx has requested be registered to be registered. A requested registration registered on Form S-3 in compliance with this Section 4 shall not count as a Registration Statement initiated pursuant (or any successor form to Section 2 for purposes of determining the number of registrations which may be requested by the Initiating Holders under such Section, but shall otherwise be treated as a registration initiated pursuant to, and shall be subject to, the provisions of Section 2Form S-3). 4.2 Anything contained in Section 4.1 to (b) Notwithstanding the contrary notwithstandingforegoing, the Company (i) RXi shall not be obligated to effect, or take any action to effect, any registration under the Securities Act pursuant to Section 4.1: (a) Unless the Form S-3 Initiating Holders propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $7,500,000; (b) Within one hundred eighty (180) days of the effective date of the most recent effect a registration pursuant to this Section 4 in which securities held by the requesting Holder could have been included for sale or distribution; (c) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (d) If the Company shall furnish to the Form S-3 Initiating Holders a certificate signed by the President of the Company stating that the Company intends in good faith to file within ninety (90) days after the date of such notice a registration statement pertaining to securities of the Company and in which the Form S-3 Initiating Holders may request inclusion of Registrable Securities pursuant to Section 3, then, 11 during the period starting with the date sixty (60) days prior to RXi’s estimated date of such notice filing of, and ending on the a date six (6) months immediately following the effective date of, a registration statement pertaining to an underwritten public offering of such registration statementsecurities for the account of RXi, PROVIDED provided that the Company RXi is actively employs employing in good faith all reasonable its best efforts to cause such registration statement to become effectiveeffective and that RXi’s estimate of the date of filing such registration statement is made in good faith; PROVIDED, HOWEVER, that the Company may only delay an offering (ii) RXi shall not be obligated to effect a registration pursuant to this Section 4.2(d11 within six (6) for months after the effective date of a period prior registration under this Section 11 (or three (3) months where, due to the requirements of not more the SEC or other factors beyond CytRx’s control, such prior registration included less than ninety all of the Registrable Shares that CytRx requested to be included therein); and (90iii) days, if RXi shall furnish to CytRx a filing certificate signed by the President of any other registration statement is not made within RXi stating that period and the Company may only exercise the right specified in this clause (d) once in any twelve (12)-month period; or (e) If the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of it would be seriously detrimental to RXi or its shareholders for a registration statement would require to be filed in the disclosure of non-public material information the disclosure of which would have near future, then RXi’s obligation to use its best efforts to file a material adverse effect on the Company or would otherwise materially adversely affect registration statement shall be deferred for a financingperiod not to exceed ninety (90) days; provided, acquisitionhowever, disposition, merger or other significant transaction, in which event the Company shall deliver a certificate to such effect signed by its President to the Form S-3 Initiating Holders and the Company that RXi shall not be required permitted to effect a registration under this Section 4 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination; PROVIDED, HOWEVER, that the Company shall not utilize the right under this Section 4.2(e) so defer its obligation more than once in any twelve (12) -month period. (c) CytRx’s rights to registration under this Section 11 are in addition to, and not in lieu of, their rights to registration under Section 2 and Section 3 of this Exhibit.

Registrations on Form S-3. 4.1 (a) Anything contained in Section 2 to the contrary notwithstanding, at any time after on or before March 31, 2023 (the Demand Date “S-3 Filing Deadline”), the Corporation shall file and cause to be declared effective a registration statement on Form S-3 (the “Form S-3 Shelf”) covering the resale of the Registrable Shares on a delayed or continuous basis (it being agreed that such Form S-3 Shelf shall be an automatic shelf registration statement if the Company Corporation is then a Well-Known Seasoned Issuer under the Securities Act); provided, that if the Corporation shall not have qualified for the use of Form S-3S-3 promulgated under the Securities Act or any successor form thereto by the S-3 Filing Deadline, the Holders representing S-3 Filing Deadline shall be thirty (30) business days following the date that the Corporation so qualifies. Any time following the S-3 Filing Deadline, if any Form S-3 Shelf ceases to be effective under the Securities Act, or ceases to be usable for the resale of all Registrable Shares, for any reason at any time while Registrable Shares are still outstanding, the Corporation shall use reasonable efforts to as promptly as is reasonably practicable cause such Form S-3 Shelf to again become effective or to become so usable under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Form S-3 Shelf), and shall use reasonable efforts to as promptly as is reasonably practicable amend such Form S-3 Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Form S-3 Shelf or file an additional registration statement as a Form S-3 Shelf registering the resale from time to time, on a fully diluted delayed or continuous basis) at least twenty percent (20%) , of all securities that are Registrable Shares as of the total number time of Registrable such filing. Any Form S-3 Shelf when declared effective (including the documents incorporated therein by reference) will comply in all material respects as to form with all applicable requirements of the Securities Act and the Exchange Act and will not contain an 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 not misleading. (b) At any time following the "FORM S-3 INITIATING HOLDERS") Filing Deadline, any Holder or Holders shall have the right (but only if there is no Form S-3 Shelf then in effect covering all of the Registrable Shares held by such Holder of the class of securities sought to be registered) to request in writing unlimited registrations the registration of all or a portion of its Registrable Shares on Form S-3, which request or requests shall (ia) specify the number of Registrable Shares intended to be sold or disposed of and the holders Holders thereof and (iib) state the intended method relate to Registrable Shares having an aggregate offering price of disposition of at least $500,000 (unless such Registrable Shares, and upon receipt Shares constitute all of the Registrable Shares held by such requesting Holder or Holders). Following any such request, the Company Corporation shall use all reasonable efforts promptly file and cause to effect be declared effective a Form S-3 Shelf covering the registration under the Securities Act resale of the Registrable Shares so requested on a delayed or continuous basis consistent with the obligations set forth in Section 4(a). (c) If the holders of the Registrable Shares requesting to be registered. A requested included in a registration on Form S-3 in compliance with pursuant to this Section 4 so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering (an “Underwritten Shelf Takedown”). The Corporation shall not count as a Registration Statement initiated be required to effect more than one (1) Underwritten Shelf Takedowns per calendar quarter pursuant to this Section 2 for purposes 4. The holders of determining Registrable Shares requesting any Underwritten Shelf Takedown shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Corporation to act as the lead managing underwriter or underwriters in connection with such Underwritten Shelf Takedown. (d) Subject to the other applicable provisions of this Agreement, at any time that any Form S-3 Shelf is effective, if a Holder delivers a notice to the Corporation (a “Take-Down Notice”) stating that it intends to effect a sale or distribution of all or part of its Registrable Shares included by it on any Form S-3 Shelf that requires an amendment or supplement to the Form S-3 Shelf (a “Shelf Offering”) and stating the number and type of registrations which the Registrable Shares to be included in such Shelf Offering, then the Corporation shall amend or supplement the Form S-3 Shelf as may be requested necessary, subject to the other applicable provisions of this Agreement, and otherwise take such actions as are reasonably required to be taken by the Initiating Holders under Company, in order to enable such Section, but shall otherwise Registrable Shares to be treated as a registration initiated sold and distributed pursuant to, and shall be subject toto the Shelf Offering. (e) Notwithstanding the foregoing, the provisions of Section 2. 4.2 Anything contained in Section 4.1 to the contrary notwithstanding, the Company Corporation shall not be obligated to effect, or to take any action to effect, any registration under the Securities Act pursuant to Section 4.1: (a) Unless the Form S-3 Initiating Holders propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $7,500,000; (b) Within one hundred eighty (180) days of the effective date of the most recent registration pursuant to this Section 4 (other than pursuant to Section 4(a) and Section 4(b)): (i) during the period that is forty-five (45) days before the Corporation’s good faith estimate of the date of filing or offering of, and ending on a date that is ninety (90) days after the effective date or pricing date, as applicable, of, a Corporation-initiated registration or offering under an existing registration; provided, that such registration statement covers the resale of the Registrable Shares then requested to be included in which securities held by such registration and is continuously effective under the requesting Holder could have been included for sale Securities Act during such period; or distribution; (cii) 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 the timing and frequency limitations set forth in Section 2(b)(iii), if the Board reasonably determines that such jurisdiction and except registration or offering would interfere with any material transaction involving the Corporation or require premature disclosure of material information that the Corporation has a bona fide business purpose for preserving as may be required by confidential or render the Corporation unable to comply with requirements under the Securities Act or applicable rules Exchange Act. A requested registration on Form S-3 (or regulations thereunder;its successor form) in compliance with this Section 4 (for the avoidance of doubt, excluding any takedown off a Form S-3 Shelf or other previously filed Form S-3) shall count as a registration statement initiated pursuant to Section 2(a) for purposes of the registration request limitation set forth under Section 2(b) and shall be treated as a registration pursuant to Section 2 and shall be subject to the provisions thereof (including Section 2(b)(iii)). (df) If a Person becomes a Holder of Registrable Shares after a Form S-3 Shelf becomes effective under the Company shall furnish Securities Act, the Corporation shall, as promptly as is reasonably practicable following delivery of written notice to the Corporation of such Person becoming a Holder and requesting for its name to be included as a selling securityholder in the prospectus related to the Form S-3 Initiating Holders Shelf: (i) if required and permitted by applicable law, file with the Commission a certificate signed supplement to the related prospectus or a post-effective amendment to the Form S-3 Shelf so that such Holder is named as a selling securityholder in the Form S-3 Shelf and the related prospectus in such a manner as to permit such Holder to deliver a prospectus to purchasers of the Registrable Shares in accordance with applicable law; (ii) if, pursuant to the foregoing clause (i), the Corporation shall have filed a post-effective amendment to the Form S-3 Shelf that is not automatically effective, use its reasonable best efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is reasonably practicable, but in any event by the President of the Company stating date that the Company intends in good faith to file within is ninety (90) days after the date such post-effective amendment is required by the foregoing clause (i) to be filed; and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of such notice a registration statement pertaining to securities of the Company and in which the Form S-3 Initiating Holders may request inclusion of Registrable Securities any post effective-amendment filed pursuant to Section 3, then, during the period starting with the date of such notice and ending on the date six (6) months immediately following the effective date of such registration statement, PROVIDED that the Company actively employs in good faith all reasonable efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may only delay an offering pursuant to this Section 4.2(d) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise the right specified in this foregoing clause (d) once in any twelve (12)-month period; or (e) If the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, in which event the Company shall deliver a certificate to such effect signed by its President to the Form S-3 Initiating Holders and the Company shall not be required to effect a registration under this Section 4 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination; PROVIDED, HOWEVER, that the Company shall not utilize the right under this Section 4.2(e) more than once in any twelve (12) month periodi).

Registrations on Form S-3. 4.1 Anything contained (a) If the number of Registrable Shares proposed to be included in the second registration by Revolution Living as provided in Section 2 6.1 is reduced as a result of advice from the managing underwriter that the inclusion of all Registrable Shares proposed to be included in such registration would have interfered with the contrary notwithstandingsuccessful marketing (including pricing) of all such Registrable Shares, at any time after the Demand Date and if the Company then for so long as Gaiam is then qualified for the use of Form S-3S-3 promulgated under the Securities Act or any successor form thereto, at any time from and after the Holders representing (on a fully diluted basis) at least twenty percent (20%) expiration of the total number of Registrable Securities (the "FORM S-3 INITIATING HOLDERS") Standstill Period, Revolution Living shall have the right to request in writing unlimited registrations of Registrable Shares one registration on Form S-3, or such successor form, of Registrable Shares, which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of and the holders thereof and of, (ii) state the intended method of disposition of such Registrable SharesShares and (iii) relate to Registrable Shares having an aggregate gross offering price (before underwriting discounts and commissions) of at least $1,000,000, and upon receipt of any such request, the Company Gaiam shall use all reasonable its best efforts promptly to effect the registration under the Securities Act of the Registrable Shares so requested to be registered. A requested registration on Form S-3 in compliance with Whenever Gaiam is required by this Section 4 shall not count as a Registration Statement initiated pursuant 6.3(a) to Section 2 for purposes use its best efforts to effect the registration of determining Registrable Shares, each of the number of registrations which may be requested by the Initiating Holders under such Section, but shall otherwise be treated as a registration initiated pursuant to, procedures and shall be subject to, the provisions requirements of Section 26.1 (including but not limited to the requirement that Gaiam notify all holders of Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. 4.2 (b) Anything contained in Section 4.1 6.3(a) to the contrary notwithstanding, the Company Gaiam shall not be obligated to effect, or take any action effect pursuant to effect, Section 6.3(a) any registration under the Securities Act pursuant to Section 4.1except in accordance with the following provisions: (ai) Unless Gaiam shall not be obligated to effect such registration if it is requested within six (6) months after a registered offering of Gaiam in which Revolution Living was given the opportunity to participate; and (ii) Gaiam may delay the filing or effectiveness of any Registration Statement on Form S-3 Initiating Holders propose for a period of up to dispose of shares of Registrable Securities having an aggregate price to 90 days after the public (before deduction of Selling Expenses) of more than $7,500,000; (b) Within one hundred eighty (180) days of the effective date of the most recent a request for registration pursuant to this Section 4 in which securities held by 6.3 if at the requesting Holder could have been included for sale or distribution; (c) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (d) If the Company shall furnish to the Form S-3 Initiating Holders a certificate signed by the President of the Company stating that the Company intends in good faith to file within ninety (90) days after the date time of such notice request Gaiam is engaged in a Material Transaction; provided, however, that Gaiam may only so delay the filing or effectiveness of a registration statement pertaining to securities of the Company and in which the Form S-3 Initiating Holders may request inclusion of Registrable Securities pursuant to Section 3, then, during the period starting with the date of such notice and ending on the date six (6) months immediately following the effective date of such registration statement, PROVIDED that the Company actively employs in good faith all reasonable efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may only delay an offering pursuant to this Section 4.2(d6.3(b)(ii) for a period of not more than ninety (90) days, if a filing of on one occasion during any other registration statement is not made within that period and the Company may only exercise the right specified in this clause (d) once in any twelve (12)-month period; or (e) If the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of nontwelve-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, in which event the Company shall deliver a certificate to such effect signed by its President to the Form S-3 Initiating Holders and the Company shall not be required to effect a registration under this Section 4 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination; PROVIDED, HOWEVER, that the Company shall not utilize the right under this Section 4.2(e) more than once in any twelve (12) month period.

Registrations on Form S-3. 4.1 (a) Anything contained in Section 2 to the contrary notwithstanding, at any such time after the Demand Date and if as the Company is then shall have qualified for the use of Form S-3S-3 promulgated under the Securities Act or any successor form thereto, the Holders representing (on a fully diluted basis) at least twenty percent (20%) Majority of the total number of Registrable Securities (the "FORM S-3 INITIATING HOLDERS") Shareholders shall have the right to request in writing an unlimited number of registrations of Registrable Shares on Form S-3S-3 or such successor form, which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of and the holders thereof and thereof, (ii) state the intended method of disposition of such Registrable SharesShares and (iii) relate to Registrable Shares having an anticipated aggregate gross offering price (before underwriting discounts and commissions) of at least $10,000,000, and upon receipt of any such request, the Company shall use all reasonable its best efforts promptly to effect the registration under the Securities Act of the Registrable Shares so requested to be registered. A requested registration on Form S-3 or any such successor form in compliance with this Section 4 shall not count as a Registration Statement initiated pursuant to Section 2 for purposes of determining the number of registrations which may be requested by the Initiating Holders under such Section, but shall otherwise be treated as a registration initiated pursuant to, and shall be subject to, the provisions of Section 2. 4.2 Anything contained in Section 4.1 (b) Subject to the contrary notwithstandingfurther provisions of this Section 4(b), if at any time after the first anniversary of this Agreement the Strategic Investor requests that the Company include Registrable Shares for sale to the public pursuant to a registration statement filed under the Securities Act on Form S-3 (including any successor form thereto), the Company shall use its best efforts to promptly effect the registration under the Securities Act of such Registrable Shares. Notwithstanding the foregoing provisions of this Section 4(b), the Company shall not be obligated to effect, or take effect any action to effect, any registration under the Securities Act pursuant to Section 4.1: (a) Unless the Form S-3 Initiating Holders propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $7,500,000; (b) Within one hundred eighty (180) days of the effective date of the most recent such registration pursuant to this Section 4 in which securities 4(b): (i) if Form S-3 (or any successor or similar form) is not available for such offering; or (ii) if the Strategic Investor proposes to sell Registrable Shares with an anticipated aggregate gross offering price (before underwriting discounts and commissions) to the public of less than five million dollars ($5,000,000); provided, however, that if the Strategic Investor has not previously requested a registration pursuant to this Section 4(b) and the anticipated aggregate gross offering price (before underwriting discounts and commissions) to the public of all Registrable Shares then held by the requesting Holder could have been included for sale or distribution;Strategic Investor is less than five million dollars ($5,000,000), then the Strategic Investor may request that the Company register all (but not less than all) of its Registrable Shares pursuant to this Section 4(b); or (ciii) In any particular jurisdiction in which if the Strategic Investor receives the written offer from the Company would be required contemplated pursuant to execute Section 2(a), Section 3 or Section 4(a) hereof to include Registrable Shares in a general consent registration contemplated pursuant to service of process in effecting such registrationSection 2(a), qualification Section 3 or compliance, unless the Company is already subject Section 4(a) hereof within ten days after making its request for registration pursuant to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder;this Section 4(b); or (div) If if the Company shall furnish to the Form S-3 Initiating Holders Strategic Investor a certificate signed by the President Chairman of the Board of Directors of the Company stating that the Company intends in good faith to file within ninety (90) days after the date of such notice a registration statement pertaining to securities of the Company and in which the Form S-3 Initiating Holders may request inclusion of Registrable Securities pursuant to Section 3, then, during the period starting with the date of such notice and ending on the date six (6) months immediately following the effective date of such registration statement, PROVIDED that the Company actively employs in good faith all reasonable efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may only delay an offering pursuant to this Section 4.2(d) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise the right specified in this clause (d) once in any twelve (12)-month period; or (e) If the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement it would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on be seriously detrimental to the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transactionand its stockholders for such registration to be effected at such time, in which event the Company shall deliver have the right to defer the filing of such registration statement for a certificate to such effect signed by its President to period of not more than one hundred and twenty (120) days after receipt of the Form S-3 Initiating Holders and request of the Company shall not be required to effect a registration Strategic Investor under this Section 4 until the earlier of (A) three (3) days after the date upon which 4(b); provided, that such material information is disclosed right to the public or ceases to delay a request shall be material or (B) 90 days after exercised by the Company makes such good faith determination; PROVIDED, HOWEVER, that the Company shall not utilize the right under this Section 4.2(e) more than once in any twelve (12) month period; or (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration pursuant to a request made pursuant to this Section 4(b).

Registrations on Form S-3. 4.1 Anything contained in (a) If (i) the Corporation shall receive a written request (specifying that it is being made pursuant to this Section 2 11) from one or more Holders that the Corporation file a registration statement on Form S-3 (or any successor form to the contrary notwithstanding, at any time after the Demand Date and if the Company is then qualified Form S-3 regardless of its designation) for the use of Form S-3, the Holders representing (on a fully diluted basis) at least twenty percent (20%) of the total number of Registrable Securities (the "FORM S-3 INITIATING HOLDERS") shall have the right to request in writing unlimited registrations public offering of Registrable Shares on Form S-3the reasonably anticipated aggregate price to the public of which would equal or exceed $1,000,000, which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of and the holders thereof and (ii) state the intended method of disposition Corporation is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register such shares, then the Corporation shall promptly notify all other Holders of such Registrable Shares, request and upon receipt of any such request, the Company shall use its best efforts to cause all reasonable efforts promptly to effect the registration under the Securities Act of the Registrable Shares so that Holders have requested be registered to be registered. A requested registration registered on Form S-3 in compliance with this Section 4 shall not count as a Registration Statement initiated pursuant (or any successor form to Section 2 for purposes of determining the number of registrations which may be requested by the Initiating Holders under such Section, but shall otherwise be treated as a registration initiated pursuant to, and shall be subject to, the provisions of Section 2Form S-3). 4.2 Anything contained in Section 4.1 to (b) Notwithstanding the contrary notwithstandingforegoing, (i) the Company Corporation shall not be obligated to effect, or take any action to effect, any registration under the Securities Act pursuant to Section 4.1: (a) Unless the Form S-3 Initiating Holders propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $7,500,000; (b) Within one hundred eighty (180) days of the effective date of the most recent effect a registration pursuant to this Section 4 11 during the period starting with the date sixty (60) days prior to the Corporation’s estimated date of filing of, and ending on a date six (6) months following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Corporation; provided, that the Corporation is actively employing in which securities held by good faith its best efforts to cause such registration statement to become effective and that the requesting Holder could have been included for sale or distribution; Corporation’s estimate of the date of filing such registration statement is made in good faith; (cii) In any particular jurisdiction in which the Company would Corporation shall not be required obligated to execute effect a general consent registration pursuant to service this Section 11 within six (6) months after the effective date of process in effecting such registration, qualification or compliance, unless a prior registration under this Section 11; and (iii) if the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (d) If the Company Corporation shall furnish to the Form S-3 Initiating Holders a certificate signed by the President of the Company Corporation stating that the Company intends in good faith to file within ninety (90) days after the date of such notice a registration statement pertaining to securities of the Company and in which the Form S-3 Initiating Holders may request inclusion of Registrable Securities pursuant to Section 3, then, during the period starting with the date of such notice and ending on the date six (6) months immediately following the effective date of such registration statement, PROVIDED that the Company actively employs in good faith all reasonable efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may only delay an offering pursuant to this Section 4.2(d) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise the right specified in this clause (d) once in any twelve (12)-month period; or (e) If the Company determines, in the good faith judgment of the Board of Directors of it would be seriously detrimental to the CompanyCorporation or its shareholders for a registration statement to be filed in the near future, with then the advice of counselCorporation’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days; provided, however, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, in which event the Company shall deliver a certificate to such effect signed by its President to the Form S-3 Initiating Holders and the Company Corporation shall not be required permitted to effect a registration under this Section 4 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination; PROVIDED, HOWEVER, that the Company shall not utilize the right under this Section 4.2(e) so defer its obligation more than once in any twelve (12) -month period. (c) The Holders’ rights to registration under this Section 11 are in addition to, and not in lieu of, their rights to registration under Section 2 and Section 3 of this Agreement.

Registrations on Form S-3. 4.1 Anything contained in this Section 2 to the contrary notwithstanding, at any such time after as the Demand Date and if the Company is then Corporation shall have qualified for the use of Form S-3, S-3 promulgated under the Holders representing Securities Act or any successor form thereto: (on a fully diluted basisi) at least twenty percent (20%) of the total number of Registrable Securities (the "FORM S-3 INITIATING HOLDERS") AOL shall have the right to request in writing up to two (2) registrations on Form S-3 or such successor form; (ii) In addition to the two (2) registrations on Form S-3 or such successor form described immediately above, AOL shall have the right to request in writing an unlimited number of registrations on Form S-3 or such successor form; provided, however, (A) AOL must bear the transaction and directly related costs of such registrations and (B) AOL must demonstrate to the Corporation’s reasonable satisfaction that AOL efforts to sell or distribute all or some portion of the Registrable Shares are impeded because (1) the resale provisions of Rule 144 are unavailable to AOL or AOL’s intended sale or distribution of the Registrable Shares, (2) market conditions related to the volume of trading in the Corporation’s securities are such that AOL’s reliance on Rule 144 to sell or distribute the Registrable Shares would likely result in a material adverse effect on the price of such Registrable Shares, or (3) AOL has not sold or had an opportunity in the prior 6-month period to include in a registration of Primary Shares, Registrable Shares or Other Shares under the Securities Act (other than on Form S-3S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto or other than in connection with an exchange offer or offering solely to, the Corporation’s stockholders), all or such portion of AOL’s Registrable Shares which request AOL requested to be registered; (iii) The Corporation and AOL hereby agree to consider the viability of amending the registration provisions hereof to provide for a registration statement on Form S-3 or such successor form which shall be filed as a “shelf registration” with respect to the resale of the Registrable Shares. All requests by AOL for registration on Form S-3 shall (i) specify the number of Registrable Shares intended to be sold or disposed of and the holders thereof and of, (ii) state the intended method of disposition of such Registrable Shares, and upon receipt of any such request, the Company shall use all reasonable efforts promptly (iii) relate to effect the registration under the Securities Act of the Registrable Shares so requested to be registeredhaving an anticipated aggregate offering price of at least $500,000; provided, however, AOL may only make one such request in any 6-month period. A requested registration on Form S-3 or any such successor form in compliance with this Section 4 shall not count as a Registration Statement initiated registration statement demanded pursuant to Section 2 for purposes of determining the number of registrations which may be requested by the Initiating Holders under such Section2(b), but shall otherwise be treated as a registration initiated pursuant toto and shall, and shall except as otherwise expressly provided in this Section 2(e), be subject to, the provisions of Section 2. 4.2 Anything contained in Section 4.1 to the contrary notwithstanding, the Company shall not be obligated to effect, or take any action to effect, any registration under the Securities Act pursuant to Section 4.1: (a) Unless the Form S-3 Initiating Holders propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $7,500,000; (b) Within one hundred eighty (180) days of the effective date of the most recent registration pursuant to this Section 4 in which securities held by the requesting Holder could have been included for sale or distribution; (c) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (d) If the Company shall furnish to the Form S-3 Initiating Holders a certificate signed by the President of the Company stating that the Company intends in good faith to file within ninety (90) days after the date of such notice a registration statement pertaining to securities of the Company and in which the Form S-3 Initiating Holders may request inclusion of Registrable Securities pursuant to Section 3, then, during the period starting with the date of such notice and ending on the date six (6) months immediately following the effective date of such registration statement, PROVIDED that the Company actively employs in good faith all reasonable efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may only delay an offering pursuant to this Section 4.2(d) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise the right specified in this clause (d) once in any twelve (12)-month period; or (e) If the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, in which event the Company shall deliver a certificate to such effect signed by its President to the Form S-3 Initiating Holders and the Company shall not be required to effect a registration under this Section 4 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination; PROVIDED, HOWEVER, that the Company shall not utilize the right under this Section 4.2(e) more than once in any twelve (12) month period2(b).

Registrations on Form S-3. 4.1 Anything contained in Section 2 to the contrary notwithstanding, at any time after the Demand Date and if the Company is then qualified for the use of Form S-3, the Holders representing (on a fully diluted basis) at least twenty percent (20%) of the total number of Registrable Securities (the "FORM “Form S-3 INITIATING HOLDERS"Initiating Holders”) shall have the right to request in writing unlimited registrations of Registrable Shares Securities on Form S-3, which request or requests shall (i) specify the number of Registrable Shares Securities intended to be sold or disposed of and the holders thereof and (ii) state the intended method of disposition of such Registrable SharesSecurities, and upon receipt of any such request, the Company shall use all reasonable efforts promptly to effect the registration under the Securities Act of the Registrable Shares Securities so requested to be registered. A requested registration on Form S-3 in compliance with this Section 4 shall not count as a Registration Statement registration statement initiated pursuant to Section 2 for purposes of determining the number of registrations which may be requested by the Initiating Holders under such Section, but shall otherwise be treated as a registration initiated pursuant to, and shall be subject to, the provisions of Section 2. 4.2 Anything contained in Section 4.1 to the contrary notwithstanding, the Company shall not be obligated to effect, or take any action to effect, any registration under the Securities Act pursuant to Section 4.1: (a) Unless the Form S-3 Initiating Holders propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $7,500,000; (b) Within one hundred eighty (180) days of the effective date of the most recent registration pursuant to this Section 4 in which securities held by the requesting Holder could have been included for sale or distribution; (c) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (d) If the Company shall furnish to the Form S-3 Initiating Holders a certificate signed by the President of the Company stating that the Company intends in good faith to file within ninety (90) days after the date of such notice a registration statement pertaining to securities of the Company and in which the Form S-3 Initiating Holders may request inclusion of Registrable Securities pursuant to Section 3, then, during the period starting with the date of such notice and ending on the date six (6) months immediately following the effective date of such registration statement, PROVIDED provided that the Company actively employs in good faith all reasonable efforts to cause such registration statement to become effective; PROVIDEDprovided, HOWEVERhowever, that the Company may only delay an offering pursuant to this Section 4.2(d) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise the right specified in this clause (d) once in any twelve (12)-month 12) month period; or (e) If the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, in which event the Company shall deliver a certificate to such effect signed by its President to the Form S-3 Initiating Holders and the Company shall not be required to effect a registration under this Section 4 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material material, or (B) 90 ninety (90) days after the Company makes such good faith determination; PROVIDEDprovided, HOWEVERhowever, that the Company shall not utilize the right under this Section 4.2(e) more than once in any twelve (12) month period

Registrations on Form S-3. 4.1 Anything contained in Section 2 (a) Subject to the contrary notwithstandingparagraph (c) below, at any such time after the Demand Date and if as the Company is then shall have qualified for the use of Form S-3S-3 promulgated under the Securities Act or any successor form thereto, the Holders representing (on a fully diluted basis) holders of at least twenty 60 percent (20%) of the total number of Registrable Restricted Securities (the "FORM S-3 INITIATING HOLDERS"based on Common Stock Equivalents) held by all Investors shall have the right to request in writing unlimited no more than three registrations of Registrable Shares on Form S-3, or such successor form, and to effect a registration under the Securities Act of Registrable Shares in accordance with this Section. (b) If the Company shall be requested by the Stockholders to effect a registration under the Securities Act of Registrable Shares in accordance with this Section, then the Company shall promptly give written notice of such proposed registration to all holders of Restricted Securities and shall offer to include in such proposed registration any Registrable Shares requested to be included in such proposed registration by such holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which request or requests response shall (i) specify the number of Registrable Shares intended proposed to be sold or disposed included in such registration). The Company shall promptly use its commercially reasonable efforts to effect such registration on Form S-3 of and the holders thereof and (ii) state the intended method of disposition of such Registrable Shares, and upon receipt of any such request, Shares which the Company has been so requested to register (c) The Company shall use all reasonable efforts promptly not be obligated to effect the any registration under the Securities Act requested by the Stockholders under this Section except in accordance with the following provisions: (i) the Company shall not be obligated to effect any such registration initiated pursuant to SECTION 3(a) if (A) the Company shall reasonably conclude that the anticipated gross offering price of all Registrable Shares to be included therein would be less than $500,000, (B) such registration is requested within six (6) months after a registered offering of the Registrable Shares Company in which any of the Stockholders were given the opportunity to participate or (C) the Company shall have effected two or more Registration Statements on Form S-3 pursuant to this SECTION 3 during the preceding 12-month period; and (ii) the Company may delay the filing or effectiveness of any Registration Statement pursuant to this Section for a period not to exceed 90 days after the date of a request for registration if the Company's Board of Directors has determined that such registration would have a material adverse effect upon the Company or its then current business plans; PROVIDED, HOWEVER, that the Company may cause such delay only once during any 360-day period. (d) A requested registration under this SECTION 3 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company by the Stockholders requesting such registration and such rescinded registration shall not count as a registration initiated pursuant to SECTION 3 if (i) the Stockholders initiating such request shall have reimbursed the Company for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration or (ii) such rescinded registration results from a material adverse change to the business, prospects, operation or financial condition of the Company (in which case such Stockholders shall not be required to so requested to be registered. reimburse the Company). (e) A requested registration on Form S-3 or any such successor form in compliance with this Section 4 SECTION 3 shall not count as a Registration Statement registration statement initiated pursuant to Section SECTION 2 for purposes of determining the number of registrations which may be requested by the Initiating Holders under such Section, but shall otherwise be treated as a registration initiated pursuant to, and shall shall, except as otherwise expressly provided in this SECTION 3, be subject to, the provisions of Section to SECTION 2. 4.2 Anything contained in Section 4.1 to the contrary notwithstanding, the Company shall not be obligated to effect, or take any action to effect, any registration under the Securities Act pursuant to Section 4.1: (a) Unless the Form S-3 Initiating Holders propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $7,500,000; (b) Within one hundred eighty (180) days of the effective date of the most recent registration pursuant to this Section 4 in which securities held by the requesting Holder could have been included for sale or distribution; (c) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (d) If the Company shall furnish to the Form S-3 Initiating Holders a certificate signed by the President of the Company stating that the Company intends in good faith to file within ninety (90) days after the date of such notice a registration statement pertaining to securities of the Company and in which the Form S-3 Initiating Holders may request inclusion of Registrable Securities pursuant to Section 3, then, during the period starting with the date of such notice and ending on the date six (6) months immediately following the effective date of such registration statement, PROVIDED that the Company actively employs in good faith all reasonable efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may only delay an offering pursuant to this Section 4.2(d) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise the right specified in this clause (d) once in any twelve (12)-month period; or (e) If the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, in which event the Company shall deliver a certificate to such effect signed by its President to the Form S-3 Initiating Holders and the Company shall not be required to effect a registration under this Section 4 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination; PROVIDED, HOWEVER, that the Company shall not utilize the right under this Section 4.2(e) more than once in any twelve (12) month period

Registrations on Form S-3. 4.1 Anything contained in (a) Subject to Section 2 to the contrary notwithstanding4(c), at any such time after the Demand Date and if as the Company is then shall have qualified for the use of Form S-3S-3 promulgated under the Securities Act or any successor form thereto, the Holders representing (on a fully diluted basis) at least twenty percent (20%) of the total number of Registrable Securities (the "FORM S-3 INITIATING HOLDERS") each Stockholder shall have the right to request in writing unlimited registrations of Registrable Shares on Form S-3, or such successor form, and to effect a registration under the Securities Act of Registrable Shares in accordance with this Section 4. (b) If the Company shall be requested by any Stockholder to effect a registration under the Securities Act of Registrable Shares in accordance with this Section 4, then the Company shall promptly give written notice of such proposed registration to all Stockholders and shall offer to include in such proposed registration any Registrable Shares requested to be included in such proposed registration by such Stockholders who respond in writing to the Company's notice within thirty (30) days after delivery of such notice (which request or requests response shall (i) specify the number of Registrable Shares intended proposed to be sold or disposed included in such registration). The Company shall promptly use its commercially reasonable efforts to effect such registration on Form S-3 of and the holders thereof and (ii) state the intended method of disposition of such Registrable Shares, and upon receipt of any such request, Shares which the Company has been so requested to register. (c) The Company shall use all reasonable efforts promptly not be obligated to effect the any registration under the Securities Act of requested by the Registrable Shares so requested to be registered. A requested registration on Form S-3 in compliance with Stockholders under this Section 4 shall not count as a Registration Statement initiated pursuant to Section 2 for purposes of determining except in accordance with the number of registrations which may be requested by the Initiating Holders under such Section, but shall otherwise be treated as a registration initiated pursuant to, and shall be subject to, the provisions of Section 2.following provisions: 4.2 Anything contained in Section 4.1 to the contrary notwithstanding, (i) the Company shall not be obligated to effect, or take effect any action to effect, any such registration under the Securities Act pursuant to Section 4.1: (a) Unless the Form S-3 Initiating Holders propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $7,500,000; (b) Within one hundred eighty (180) days of the effective date of the most recent registration initiated pursuant to this Section 4 in which securities held by if (A) the requesting Holder could anticipated gross offering price of all Registrable Shares to be included therein would be less than $5,000,000 or (B) the Company shall have been included effected four (4) or more Registration Statements on Form S-3 pursuant to this Section 4 during the twelve month period prior to the date of such request for sale or distributionregistration (unless the Company shall have waived such limitation); (cii) In any particular jurisdiction in which the Company would be required may delay the filing or effectiveness of any Registration Statement for a period not to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (d) If the Company shall furnish to the Form S-3 Initiating Holders a certificate signed by the President of the Company stating that the Company intends in good faith to file within exceed ninety (90) days after the date of such notice a request for registration statement pertaining to securities of the Company and in which the Form S-3 Initiating Holders may request inclusion of Registrable Securities pursuant to Section 3, then, during the period starting with the date of such notice and ending on the date six (6) months immediately following the effective date of such registration statement, PROVIDED that the Company actively employs in good faith all reasonable efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may only delay an offering pursuant to this Section 4.2(d4 if (A) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise the right specified in this clause (d) once in any twelve (12)-month period; or (e) If the Company determines, in the good faith judgment of the Company's Board of Directors of the Company, with the advice of counsel, has determined that the filing of a such registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on upon the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, in which event the Company shall deliver a certificate to such effect signed by its President to the Form S-3 Initiating Holders and the Company shall not be required to effect a registration under this Section 4 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material then current business plans or (B) 90 days after at the time of such request the Company makes such good faith determinationis engaged in a Material Transaction; PROVIDEDprovided, HOWEVERhowever, that the Company shall may not utilize the this right under this Section 4.2(e) more than once in any twelve (12) twelve-month period; and (iii) with respect to any registration pursuant to this Section 4, the Company may include in such registration any Registrable Shares, Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would materially adversely affect the offering or sale (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares, pro rata based upon the number of Registrable Shares owned by each Stockholder at the time of such registration; (B) second, the Primary Shares; and (C) third, the Other Shares. (d) The number of requests permitted by the Stockholders pursuant to this Section 4 shall be unlimited.

Registrations on Form S-3. 4.1 Anything contained in (a) If (i) the Corporation shall receive a written request (specifying that it is being made pursuant to this Section 2 11) from one or more Holders that the Corporation file a registration statement on Form S-3 (or any successor form to the contrary notwithstanding, at any time after the Demand Date and if the Company is then qualified Form S-3 regardless of its designation) for the use of Form S-3, the Holders representing (on a fully diluted basis) at least twenty percent (20%) of the total number of Registrable Securities (the "FORM S-3 INITIATING HOLDERS") shall have the right to request in writing unlimited registrations public offering of Registrable Shares on Form S-3the reasonably anticipated aggregate price to the public of which would equal or exceed $1,000,000, which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of and the holders thereof and (ii) state the intended method of disposition Corporation is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register such shares, then the Corporation shall promptly notify all other Holders of such Registrable Shares, request and upon receipt of any such request, the Company shall use its best efforts to cause all reasonable efforts promptly to effect the registration under the Securities Act of the Registrable Shares so that Holders have requested be registered to be registered. A requested registration registered on Form S-3 in compliance with this Section 4 shall not count as a Registration Statement initiated pursuant (or any successor form to Section 2 for purposes of determining the number of registrations which may be requested by the Initiating Holders under such Section, but shall otherwise be treated as a registration initiated pursuant to, and shall be subject to, the provisions of Section 2Form S-3). 4.2 Anything contained in Section 4.1 to (b) Notwithstanding the contrary notwithstandingforegoing, (i) the Company Corporation shall not be obligated to effect, or take any action to effect, any registration under the Securities Act pursuant to Section 4.1: (a) Unless the Form S-3 Initiating Holders propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $7,500,000; (b) Within one hundred eighty (180) days of the effective date of the most recent effect a registration pursuant to this Section 4 11 during the period starting with the date sixty (60) days prior to the Corporation's estimated date of filing of, and ending on a date six (6) months following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Corporation, provided that the Corporation is actively employing in which securities held by good faith its best efforts to cause such registration statement to become effective and that the requesting Holder could have been included for sale or distribution; Corporation's estimate of the date of filing such registration statement is made in good faith; (cii) In any particular jurisdiction in which the Company would Corporation shall not be required obligated to execute effect a general consent registration pursuant to service this Section 11 within six (6) months after the effective date of process in effecting such registration, qualification or compliance, unless a prior registration under this Section 11; and (iii) if the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (d) If the Company Corporation shall furnish to the Form S-3 Initiating Holders a certificate signed by the President of the Company Corporation stating that the Company intends in good faith to file within ninety (90) days after the date of such notice a registration statement pertaining to securities of the Company and in which the Form S-3 Initiating Holders may request inclusion of Registrable Securities pursuant to Section 3, then, during the period starting with the date of such notice and ending on the date six (6) months immediately following the effective date of such registration statement, PROVIDED that the Company actively employs in good faith all reasonable efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may only delay an offering pursuant to this Section 4.2(d) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise the right specified in this clause (d) once in any twelve (12)-month period; or (e) If the Company determines, in the good faith judgment of the Board of Directors of it would be seriously detrimental to the CompanyCorporation or its stockholders for a registration statement to be filed in the near future, with then the advice of counselCorporation's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed ninety (90) days; provided, however, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, in which event the Company shall deliver a certificate to such effect signed by its President to the Form S-3 Initiating Holders and the Company Corporation shall not be required permitted to effect a registration under this Section 4 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination; PROVIDED, HOWEVER, that the Company shall not utilize the right under this Section 4.2(e) so defer its obligation more than once in any twelve (12) -month period. (c) The Holders' rights to registration under this Section 11 are in addition to, and not in lieu of, their rights to registration under Section 2 and Section 3 of this Agreement.

Registrations on Form S-3. 4.1 Anything contained in Section 2 (a) The Company shall use its reasonable best efforts to the contrary notwithstanding, at any time after the Demand Date and if the Company is then remain qualified for the use of Form S-3, S-3 promulgated under the Securities Act or any successor form thereto. The Requisite Holders representing (on a fully diluted basis) at least twenty percent (20%) of the total number of Registrable Securities (the "FORM S-3 INITIATING HOLDERS") shall have the right to request in writing unlimited commencing at any time more than two (2) years after the Closing Date, not more than a total of three (3) registrations on Form S-3 or such successor form of Registrable Shares on Form S-3, which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of and the holders thereof and of, (ii) state the intended method of disposition of such Registrable Shares, Shares and upon receipt of any such request, the Company shall use all reasonable efforts promptly (iii) relate to effect the registration under the Securities Act of the Registrable Shares so requested to be registeredhaving an anticipated aggregate offering price of at least $375,000. A requested registration on Form S-3 or any such successor form in compliance with this Section 4 shall not count as a Registration Statement registration statement initiated pursuant to Section 2 for purposes of determining the number of registrations which may be requested by the Initiating Holders under such Section, but shall otherwise be treated as a registration initiated pursuant to, and shall shall, except as otherwise expressly provided in this Section 4, be subject to, to the provisions terms and conditions of Section 2. 4.2 Anything contained in Section 4.1 . The foregoing to the contrary notwithstanding, the Company shall not no registration statement may be obligated to effect, or take any action to effect, any registration requested under the Securities Act pursuant to Section 4.1: (a) Unless the Form S-3 Initiating Holders propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $7,500,000; (b) Within one hundred eighty (180) days of the effective date of the most recent registration pursuant to this Section 4 in which securities held by the requesting Holder could have been included for sale or distribution; (c) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (d) If the Company shall furnish to the Form S-3 Initiating Holders a certificate signed by the President of the Company stating that the Company intends in good faith to file within ninety (90) days after the effective date of such notice (a) a registration statement pertaining to securities of the Company and filed under Section 2 or (b) a registration statement filed under Section 3 in which all requested Registrable Shares were included. (b) Any provision of this Agreement to the Form S-3 Initiating Holders may request inclusion of Registrable Securities pursuant to Section 3contrary notwithstanding, if the Share Exchange Agreement is terminated for any reason, then, during : (i) the period starting with Requisite Holders shall have the right to request in writing commencing at any time after the date of such notice termination of the Share Exchange Agreement and ending on the date six (6) months immediately following the effective date of such registration statement, PROVIDED that the Company actively employs in good faith all reasonable efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may only delay an offering pursuant to this Section 4.2(d) continuing for a two year period of not more than ninety thereafter one (901) days, if a filing of any other registration statement is not made within that period and the Company may only exercise the right specified in this clause (d) once in any twelve (12)-month period; or (e) If the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, in which event the Company shall deliver a certificate to such effect signed by its President to the Form S-3 Initiating Holders and the Company or any successor form, which request shall not be required to effect a registration under this Section 4 until the earlier of (A) three (3) days after state the date upon which such material information is disclosed to the public or ceases intended number of Registrable Shares to be material sold or disposed of and (B) 90 days after state the Company makes intended method of disposition of such good faith determinationRegistrable Shares; PROVIDED, HOWEVER, that (ii) such registration shall be subject to all applicable terms and provisions of this Agreement; and (iii) the Company Investors shall not utilize the right have no other registration rights under this Section 4.2(e) more than once in any twelve (12) month periodAgreement.

Registrations on Form S-3. 4.1 Anything contained in Section 2 (a) Subject to the contrary notwithstandingparagraph (c) below, at any and after such time after the Demand Date and if as the Company is then shall have qualified for the use of Form S-3S-3 promulgated under the Securities Act or any successor form thereto, the Holders representing (on a fully diluted basis) at least twenty percent (20%) any holder or holders of the total number of Registrable Securities (the "FORM S-3 INITIATING HOLDERS") Preferred Units shall have the right to request in writing unlimited registrations of Registrable Shares registration on Form S-3, which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of and the holders thereof and (ii) state the intended method of disposition of such Registrable Sharessuccessor form, and upon receipt of any such request, the Company shall use all reasonable efforts promptly to effect the a registration under the Securities Act of Registrable Units in accordance with this Section 10. (b) If the Company shall be requested by such Members to effect a registration under the Securities Act of Registrable Shares so Units in accordance with this Section 10, then the Company shall promptly give written notice of such proposed registration to all other holders of Registrable Units and shall offer to include in such proposed registration any Registrable Units requested to be registeredincluded in such proposed registration by such other holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Units proposed to be included in such registration). A requested The Company shall promptly use its commercially reasonable efforts to effect such registration on Form S-3 in compliance with this Section 4 of the Registrable Units which the Company has been so requested to register. (c) The Company shall not count as a Registration Statement initiated pursuant be obligated to Section 2 for purposes of determining effect any registration under the number of registrations which may be Securities Act requested by the Initiating Holders Members under such Section, but shall otherwise be treated as a registration initiated pursuant to, and shall be subject to, this Section 10 except in accordance with the provisions of Section 2.following provisions: 4.2 Anything contained in Section 4.1 to the contrary notwithstanding, (i) the Company shall not be obligated to effect, or take effect any action to effect, any such registration under the Securities Act initiated pursuant to Section 4.1: 10(a) if (aA) Unless the Company shall reasonably conclude that the anticipated gross offering price of all Registrable Units to be included therein would be less than $500,000, (B) such registration is requested within six (6) months after a registered offering of the Company in which any of the holders of Preferred Units were given the opportunity to participate or (C) the Company shall have effected two or more Registration Statements on Form S-3 Initiating Holders propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $7,500,000; (b) Within one hundred eighty (180) days of the effective date of the most recent registration pursuant to this Section 4 in which securities held by 10 during the requesting Holder could have been included for sale or distribution;preceding 12-month period; and (cii) In any particular jurisdiction in which the Company would be required may delay the filing or effectiveness of any Registration Statement pursuant to execute this Section for a general consent period not to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (d) If the Company shall furnish to the Form S-3 Initiating Holders a certificate signed by the President of the Company stating that the Company intends in good faith to file within ninety (90) exceed 90 days after the date of such notice a request for registration statement pertaining to securities of if the Company and in which the Form S-3 Initiating Holders may request inclusion of Registrable Securities pursuant to Section 3, then, during the period starting with the date of such notice and ending on the date six (6) months immediately following the effective date of Company's Board has determined that such registration statement, PROVIDED that the Company actively employs in good faith all reasonable efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may only delay an offering pursuant to this Section 4.2(d) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise the right specified in this clause (d) once in any twelve (12)-month period; or (e) If the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on upon the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, in which event the Company shall deliver a certificate to such effect signed by its President to the Form S-3 Initiating Holders and the Company shall not be required to effect a registration under this Section 4 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination; PROVIDED, HOWEVER, that the Company shall not utilize the right under this Section 4.2(e) more than once in any twelve (12) month periodthen current business

Registrations on Form S-3. 4.1 Anything contained in Section 2 (a) Subject to the contrary notwithstandingparagraph (c) below, at any such time after the Demand Date and if as the Company is then shall have qualified for the use of Form S-3S-3 promulgated under the Securities Act or any successor form thereto, the Holders representing (on a fully diluted basis) at least twenty percent (20%) holders of the total number of Registrable Restricted Securities (the "FORM S-3 INITIATING HOLDERS") shall have the right to request in writing unlimited registrations of Registrable Shares on Form S-3, or such successor form, and to effect a registration under the Securities Act of Registrable Shares in accordance with this Section. (b) If the Company shall be requested by the Investors to effect a registration under the Securities Act of Registrable Shares in accordance with this Section, then the Company shall promptly give written notice of such proposed registration to all holders of Restricted Securities and shall offer to include in such proposed registration any Registrable Shares requested to be included in such proposed registration by such holders who respond in writing to the Company's notice within 30 days after delivery of such notice (which request or requests response shall (i) specify the number of Registrable Shares intended proposed to be sold or disposed included in such registration). The Company shall promptly use commercially reasonable efforts to effect such registration on Form S-3 of and the holders thereof and (ii) state the intended method of disposition of such Registrable Shares, and upon receipt of any such request, Shares that the Company has been so requested to register (c) The Company shall use all reasonable efforts promptly not be obligated to effect the any registration under the Securities Act requested by the Investors under this Section except in accordance with the following provisions: (i) the Company shall not be obligated to effect any such registration initiated pursuant to Section 3(a) if (A) the Company shall reasonably conclude that the anticipated gross offering price of all Registrable Shares to be included therein would be less than $2,000,000, (B) such registration is requested within 90 days after an underwritten Public Offering of the Registrable Shares Company in which any of the Investors were given a chance to participate or (C) the Company shall have effected one Registration Statement on Form S-3 pursuant to this Section 3 within any six-month period; (ii) the Company may delay the filing or effectiveness of any Registration Statement pursuant to this Section for a period not to exceed 90 days after the date of a request for registration if (A) the Company is engaged, or proposes to engage, in a Material Transaction or (B) the Company's Board of Directors has determined that such registration would have a material adverse effect upon the Company or its then current business plans; provided, that the Company may cause such delay only once during any twelve-month period. (d) A requested registration under this Section 3 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company by the Investors requesting such registration and such rescinded registration shall not count as a registration initiated pursuant to Section 3 if (i) the Investors initiating such request shall have reimbursed the Company for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration (on a pro rata basis or in such other proportion as they may agree) or (ii) such rescinded registration results from a material adverse change to the business, prospects, operation or financial condition of the Company (in which case such Investors shall not be required to so requested to be registered. reimburse the Company). (e) A requested registration on Form S-3 or any such successor form in compliance with this Section 4 3 shall not count as a Registration Statement registration statement initiated pursuant to Section 2 for purposes of determining the number of registrations which may be requested by the Initiating Holders under such Section, but shall otherwise be treated as a registration initiated pursuant to, and shall shall, except as otherwise expressly provided in this Section 3, be subject to, the provisions of to Section 2. 4.2 Anything contained in Section 4.1 to the contrary notwithstanding, the Company shall not be obligated to effect, or take any action to effect, any registration under the Securities Act pursuant to Section 4.1: (a) Unless the Form S-3 Initiating Holders propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $7,500,000; (b) Within one hundred eighty (180) days of the effective date of the most recent registration pursuant to this Section 4 in which securities held by the requesting Holder could have been included for sale or distribution; (c) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (d) If the Company shall furnish to the Form S-3 Initiating Holders a certificate signed by the President of the Company stating that the Company intends in good faith to file within ninety (90) days after the date of such notice a registration statement pertaining to securities of the Company and in which the Form S-3 Initiating Holders may request inclusion of Registrable Securities pursuant to Section 3, then, during the period starting with the date of such notice and ending on the date six (6) months immediately following the effective date of such registration statement, PROVIDED that the Company actively employs in good faith all reasonable efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may only delay an offering pursuant to this Section 4.2(d) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise the right specified in this clause (d) once in any twelve (12)-month period; or (e) If the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, in which event the Company shall deliver a certificate to such effect signed by its President to the Form S-3 Initiating Holders and the Company shall not be required to effect a registration under this Section 4 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination; PROVIDED, HOWEVER, that the Company shall not utilize the right under this Section 4.2(e) more than once in any twelve (12) month period

Registrations on Form S-3. 4.1 (a) Anything contained in this Section 2 4.3 to the contrary notwithstanding, at any such time after the Demand Date as and if for so long as the Company is then shall have qualified for the use of Form S-3S-3 promulgated under the Securities Act or any successor form thereto, the Holders representing (on a fully diluted basis) at least twenty percent (20%) of the total number of Registrable Securities (the "FORM S-3 INITIATING HOLDERS") Requisite Investors shall have the right to request in writing an unlimited number of registrations of Registrable Shares on Form S-3, or such successor form, of Registrable Shares, which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of and the holders thereof and of, (ii) state the intended method of disposition of such Registrable SharesShares and (iii) relate to Registrable Shares having an aggregate gross offering price (before underwriting discounts and commissions) of at least $1,000,000, and upon receipt of any such request, the Company shall use all reasonable its best efforts promptly to effect the registration under the Securities Act of the Registrable Shares so requested to be registered. Whenever the Company is required by this Section 4.3(a) to use its best efforts to effect the registration of Registrable Shares, each of the procedures and requirements of Section 4.1 (including but not limited to the requirement that the Company notify all holders of Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. A requested registration on Form S-3 or any such successor form in compliance with this Section 4 shall not count as a Registration Statement initiated registration demanded pursuant to Section 2 for purposes of determining the number of registrations which may be requested by the Initiating Holders under such Section4.1(a), but shall otherwise be treated as a registration initiated pursuant toto and shall, and shall except as otherwise expressly provided in this Section, be subject to, the provisions of to Section 24.1(b). 4.2 (b) Anything contained in Section 4.1 4.3(a) to the contrary notwithstanding, the Company shall not be obligated to effect, or take any action effect pursuant to effect, Section 4.3(a) any registration under the Securities Act pursuant to Section 4.1except in accordance with the following provisions: (ai) Unless the Company shall not be obligated to effect such registration if it is requested within six (6) months after a registered offering of the Company in which the Investors were given the opportunity to participate; and (ii) the Company may delay the filing or effectiveness of any Registration Statement on Form S-3 Initiating Holders propose for a period of up to dispose of shares of Registrable Securities having an aggregate price to 90 days after the public (before deduction of Selling Expenses) of more than $7,500,000; (b) Within one hundred eighty (180) days of the effective date of the most recent a request for registration pursuant to this Section 4 in which securities held by 4.3 if at the requesting Holder could have been included for sale or distribution; (c) In any particular jurisdiction in which the Company would be required to execute a general consent to service time of process in effecting such registration, qualification or compliance, unless request the Company is already subject to service engaged in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (d) If the Company shall furnish to the Form S-3 Initiating Holders a certificate signed by the President of the Company stating that the Company intends in good faith to file within ninety (90) days after the date of such notice a registration statement pertaining to securities of the Company and in which the Form S-3 Initiating Holders may request inclusion of Registrable Securities pursuant to Section 3Material Transaction; provided, then, during the period starting with the date of such notice and ending on the date six (6) months immediately following the effective date of such registration statement, PROVIDED that the Company actively employs in good faith all reasonable efforts to cause such registration statement to become effective; PROVIDED, HOWEVERhowever, that the Company may only so delay an offering the filing or effectiveness of a registration statement pursuant to this Section 4.2(d4.3(b)(ii) for a period of not more than ninety (90) days, if a filing of on one occasion during any other registration statement is not made within that period and the Company may only exercise the right specified in this clause (d) once in any twelve (12)-month twelve-month period; or. (ec) If On the Company determines, in the good faith judgment effective date of the Board of Directors conversion of the Companyoutstanding shares of Series A Preferred Stock into shares of Common Stock pursuant to Article V(B)(1) of the Certificate of Designations, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, in which event the Company shall deliver a certificate to such effect signed by its President send written notice to the Form S-3 Initiating Holders and holders of such shares of their right to have such shares registered for sale to the public pursuant to the terms of this Agreement. Upon receipt of a request for registration of such shares from the holders of a majority thereof, the Company shall use its best efforts promptly to effect the registration under the Securities Act of all of the shares of Common Stock issued upon such conversion in accordance with the provisions of Section 4.3(a) above; provided, that if the Company shall not be required qualified to effect a registration under this Section 4 until use Form S-3 (or any such successor form) at the earlier time such shares of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination; PROVIDEDSeries A Preferred Stock are converted into shares of Common Stock, HOWEVER, that the Company shall not utilize use its best efforts to register all such shares on an appropriate long-form registration statement under the right under Securities Act in accordance with Section 4.1 hereof. Notwithstanding anything to the contrary contained in this Agreement, registration of shares of Common Stock pursuant to this Section 4.2(e4.3(c) more than once in any twelve (12shall be subject only to Section 4.3(b)(ii) month periodabove.

Registrations on Form S-3. 4.1 Anything contained in Section 2 to the contrary notwithstanding, at any (i) At such time after the Demand Date and if as the Company is then shall have qualified for the use of Form S-3S-3 or any successor form thereto, the Holders representing (on a fully diluted basis) at least twenty percent (20%) of the total number of Registrable Securities (the "FORM S-3 INITIATING HOLDERS") each Qualified Holder shall have the right to request in writing an unlimited number of registrations of Registrable Shares on Form S-3S-3 (which may, at such holders’ request, be shelf registrations pursuant to Rule 415 promulgated under the Securities Act) or its successor form, which request or requests shall (iA) specify the number of Registrable Shares intended to be sold or disposed of transferred and the holders thereof and thereof, (iiB) state whether the intended method of disposition Transfer of such Registrable SharesShares is an underwritten offering or a shelf registration, and (C) relate to Registrable Shares having an aggregate gross offering price (not taking into account underwriters discounts and commissions) of at least $10,000,000, and upon receipt of any such request, the Company shall use all reasonable its efforts to promptly to effect the registration under the Securities Act of the Registrable Shares so requested to be registered. A requested registration on Form S-3 (or its successor form) in compliance with this Section 4 11.10(c) shall not count as a Registration Statement registration statement initiated pursuant to Section 2 for purposes of determining the number of registrations which may be requested by the Initiating Holders under such Section, but shall otherwise be treated as a registration initiated pursuant to, and shall be subject to, the provisions of Section 211.10(a)(i). 4.2 Anything contained in Section 4.1 (ii) With respect to the contrary notwithstanding, the Company shall not be obligated to effect, or take any action to effect, any registration under the Securities Act pursuant to Section 4.1: (a) Unless the Form S-3 Initiating Holders propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $7,500,000; (b) Within one hundred eighty (180) days of the effective date of the most recent request for registration pursuant to this Section 4 in which securities held by 11.10(c), if (i) the requesting Holder could have been included for sale or distribution; (c) 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 Board reasonably and except as may be required by the Securities Act or applicable rules or regulations thereunder; (d) If the Company shall furnish to the Form S-3 Initiating Holders a certificate signed by the President of the Company stating that the Company intends in good faith determines that such filing would be materially detrimental to file within ninety (90) days after the date of such notice a registration statement pertaining to securities of the Company and in which the Form S-3 Initiating Holders may request inclusion of Registrable Securities pursuant to Section 3, then, during the period starting with the date of such notice and ending on the date six (6) months immediately following the effective date of such registration statement, PROVIDED that the Company actively employs in good faith all reasonable efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may only delay an offering pursuant to this Section 4.2(d) for or require a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise the right specified in this clause (d) once in any twelve (12)-month period; or (e) If the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing disclosure of a registration statement would require the disclosure of non-public material information the disclosure of which would fact that might reasonably be expected to have a material and adverse effect on the Company or would otherwise materially adversely affect a financingany of its subsidiaries or any plan or proposal by the Company or any of its subsidiaries to engage in any acquisition or disposition of assets or equity Securities (other than in the ordinary course of business) or any merger, acquisitionconsolidation, dispositiontender offer, merger material financing or other significant transaction, in which event and (ii) the Company shall deliver furnish the holders of Registrable Shares who have requested such registration a certificate signed by an executive officer of the Company to such effect signed by its President to the Form S-3 Initiating Holders and effect, the Company shall not be required may postpone for up to effect ninety (90) days the filing or the effectiveness of a registration under statement for a registration pursuant to this Section 4 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination11.10(c); PROVIDED, HOWEVER, provided that the Company shall may not utilize postpone the right under filing or the effectiveness of a registration statement pursuant to this Section 4.2(e11.10(c) for more than once in one hundred twenty (120) days during any twelve (12) month period.

Registrations on Form S-3. 4.1 Anything contained in Section 2 to the contrary notwithstanding, at any time after the Demand Date and if holders of Registrable Shares shall have the right to request that (a) the Company is then prepare a registration statement on Form S-3 promulgated under the Securities Act or any successor form thereto (which may, at such holders’ request, be a shelf registration statement pursuant to Rule 415 promulgated under the Securities Act), it being understood that such request may be made prior to the time at which the Company qualifies for the use of Form S-3, and (b) as promptly as practicable after such time as the Company shall have qualified for the use of Form S-3, file such registration statement under the Holders representing (on a fully diluted basis) at least twenty percent (20%) Securities Act. In addition, anything contained in Section 2 to the contrary notwithstanding, following such time as the Company shall have qualified for the use of Form S-3 promulgated under the total number Securities Act or any successor form thereto, the holders of Registrable Securities (the "FORM S-3 INITIATING HOLDERS") Shares shall have the right to request in writing an unlimited number of registrations of Registrable Shares on Form S-3S-3 (which may, which at such holders’ request, be shelf registrations pursuant to Rule 415 promulgated under the Securities Act) or its successor form. Any request or requests under this Section 4 shall (i) specify the number of Registrable Shares intended to be sold or disposed of and the holders thereof and thereof, (ii) state whether the intended method of disposition of such Registrable Shares, Shares is an underwritten offering or a shelf registration and upon receipt of any such request, the Company shall use all reasonable efforts promptly (iii) relate to effect the registration under the Securities Act of the Registrable Shares so requested to be registeredhaving an aggregate offering price of at least $1,000,000. A requested registration on Form S-3 (or its successor form) in compliance with this Section 4 shall not count as a Registration Statement registration statement initiated pursuant to Section 2 for purposes of determining the number of registrations which may be requested by the Initiating Holders under such Section, 2(a) but shall otherwise be treated as a registration initiated pursuant to, and shall be subject to, the provisions of Section 2. 4.2 Anything contained in Section 4.1 to the contrary notwithstanding, the Company shall not be obligated to effect, or take any action to effect, any registration under the Securities Act pursuant to Section 4.1: 2(b)(ii), (aiii), (iv) Unless the Form S-3 Initiating Holders propose to dispose and (v). The effectiveness of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $7,500,000; (b) Within one hundred eighty (180) days of the effective date of the most recent any shelf registration pursuant to this Section 4 in which securities held by the requesting Holder could have been included Rule 415 or any similar rule or provision shall be maintained for sale or distribution; (c) In any particular jurisdiction in which the Company would be required to execute a general consent to service continuous period of process in effecting such registrationnot less than 18 months, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required otherwise agreed by the Securities Act or applicable rules or regulations thereunder; (d) If the Company shall furnish to the Form S-3 Initiating Holders holders holding a certificate signed by the President majority of the Company stating that the Company intends Registrable Shares included in good faith to file within ninety (90) days after the date of such notice a registration statement pertaining to securities of the Company and in which the Form S-3 Initiating Holders may request inclusion of Registrable Securities pursuant to Section 3, then, during the period starting with the date of such notice and ending on the date six (6) months immediately following the effective date of such registration statement, PROVIDED that the Company actively employs in good faith all reasonable efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may only delay an offering pursuant to this Section 4.2(d) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise the right specified in this clause (d) once in any twelve (12)-month period; or (e) If the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, in which event the Company shall deliver a certificate to such effect signed by its President to the Form S-3 Initiating Holders and the Company shall not be required to effect a registration under this Section 4 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination; PROVIDED, HOWEVER, that the Company shall not utilize the right under this Section 4.2(e) more than once in any twelve (12) month period.

Registrations on Form S-3. 4.1 Anything contained in (a) If (i) the Corporation shall receive a written request (specifying that it is being made pursuant to this Section 2 11) from one or more Holders that the Corporation file a registration statement on Form S-3 (or any successor form to the contrary notwithstanding, at any time after the Demand Date and if the Company is then qualified Form S-3 regardless of its designation) for the use of Form S-3, the Holders representing (on a fully diluted basis) at least twenty percent (20%) of the total number of Registrable Securities (the "FORM S-3 INITIATING HOLDERS") shall have the right to request in writing unlimited registrations public offering of Registrable Shares on Form S-3the reasonably anticipated aggregate price to the public of which would equal or exceed $ 1,000,000, which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of and the holders thereof and (ii) state the intended method of disposition Corporation is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register such shares, then the Corporation shall promptly notify all other Holders of such Registrable Shares, request and upon receipt of any such request, the Company shall use its best efforts to cause all reasonable efforts promptly to effect the registration under the Securities Act of the Registrable Shares so that Holders have requested be registered to be registered. A requested registration registered on Form S-3 in compliance with this Section 4 shall not count as a Registration Statement initiated pursuant (or any successor form to Section 2 for purposes of determining the number of registrations which may be requested by the Initiating Holders under such Section, but shall otherwise be treated as a registration initiated pursuant to, and shall be subject to, the provisions of Section 2Form S-3). 4.2 Anything contained in Section 4.1 to (b) Notwithstanding the contrary notwithstandingforegoing, (i) the Company Corporation shall not be obligated to effect, or take any action to effect, any registration under the Securities Act pursuant to Section 4.1: (a) Unless the Form S-3 Initiating Holders propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $7,500,000; (b) Within one hundred eighty (180) days of the effective date of the most recent effect a registration pursuant to this Section 4 11 during the period starting with the date sixty (60) days prior to the Corporation’s estimated date of filing of, and ending on a date six (6) months following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Corporation, provided that the Corporation is actively employing in which securities held by good faith its best efforts to cause such registration statement to become effective and that the requesting Holder could have been included for sale or distribution; Corporation’s estimate of the date of filing such registration statement is made in good faith; (cii) In any particular jurisdiction in which the Company would Corporation shall not be required obligated to execute a general consent effect more than four registrations pursuant to service of process in effecting such registration, qualification or compliance, unless this Section 11; and (iii) if the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (d) If the Company Corporation shall furnish to the Form S-3 Initiating Holders a certificate signed by the President of the Company Corporation stating that the Company intends in good faith to file within ninety (90) days after the date of such notice a registration statement pertaining to securities of the Company and in which the Form S-3 Initiating Holders may request inclusion of Registrable Securities pursuant to Section 3, then, during the period starting with the date of such notice and ending on the date six (6) months immediately following the effective date of such registration statement, PROVIDED that the Company actively employs in good faith all reasonable efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may only delay an offering pursuant to this Section 4.2(d) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise the right specified in this clause (d) once in any twelve (12)-month period; or (e) If the Company determines, in the good faith judgment of the Board of Directors of it would be seriously detrimental to the CompanyCorporation or its stockholders for a registration statement to be filed in the near future, with then the advice of counselCorporation’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed ninety (90) days; provided, however, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, in which event the Company shall deliver a certificate to such effect signed by its President to the Form S-3 Initiating Holders and the Company Corporation shall not be required permitted to effect a registration under this Section 4 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination; PROVIDED, HOWEVER, that the Company shall not utilize the right under this Section 4.2(e) so defer its obligation more than once in any twelve (12) -month period. (c) The Holders’ rights to registration under this Section 11 are in addition to, and not in lieu of, their rights to registration under Section 2 and Section 3 of this Agreement.

Registrations on Form S-3. 4.1 Anything contained in Section 2 to the contrary notwithstanding, at any such time after as the Demand Date and if the Company is then Corporation shall have qualified for the use of Form S-3S-3 promulgated under the Securities Act or any successor form thereto, the any Holder or Holders representing (on a fully diluted basis) collectively holding at least twenty percent (20%) % of the total number of then outstanding Registrable Securities (the "FORM S-3 INITIATING HOLDERS") Shares shall have the right to request in writing an unlimited number of registrations of Registrable Shares on Form S-3S-3 (which may, at such holders’ request, be shelf registrations pursuant to Rule 415 promulgated under the Securities Act) or its successor form, which request or requests shall (ia) specify the number of Registrable Shares intended to be sold or disposed of and the holders thereof and (b) relate to Registrable Shares having an aggregate offering price of at least $500,000. The Corporation shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period that is sixty (60) days before the Corporation’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Corporation-initiated registration; provided, that the Corporation is actively employing in good faith reasonable efforts to cause such registration statement to become effective; (ii) state if the intended method of disposition Corporation has effected a registration pursuant to this Section 4 within the six (6) month period immediately preceding the date of such Registrable Shares, request; or (iii) if the Board reasonably determines that such registration and upon receipt offering would interfere with any material transaction involving the Corporation or require premature disclosure of any such request, material information that the Company shall use all reasonable efforts promptly Corporation has a bona fide business purpose for preserving as confidential or render the Corporation unable to effect the registration comply with requirements under the Securities Act of the Registrable Shares so requested to be registeredor Exchange Act. A requested registration on Form S-3 (or its successor form) in compliance with this Section 4 shall not count as a Registration Statement registration statement initiated pursuant to Section 2 2(a) for purposes of determining the number of registrations which may be requested by the Initiating Holders registration request limitation set forth under such SectionSection 2(a), but shall otherwise be treated as a registration initiated pursuant to, to Section 2(b) and shall be subject to, to the provisions of thereof (including Section 22(b)(iii)). 4.2 Anything contained in Section 4.1 to the contrary notwithstanding, the Company shall not be obligated to effect, or take any action to effect, any registration under the Securities Act pursuant to Section 4.1: (a) Unless the Form S-3 Initiating Holders propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $7,500,000; (b) Within one hundred eighty (180) days of the effective date of the most recent registration pursuant to this Section 4 in which securities held by the requesting Holder could have been included for sale or distribution; (c) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (d) If the Company shall furnish to the Form S-3 Initiating Holders a certificate signed by the President of the Company stating that the Company intends in good faith to file within ninety (90) days after the date of such notice a registration statement pertaining to securities of the Company and in which the Form S-3 Initiating Holders may request inclusion of Registrable Securities pursuant to Section 3, then, during the period starting with the date of such notice and ending on the date six (6) months immediately following the effective date of such registration statement, PROVIDED that the Company actively employs in good faith all reasonable efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may only delay an offering pursuant to this Section 4.2(d) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise the right specified in this clause (d) once in any twelve (12)-month period; or (e) If the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, in which event the Company shall deliver a certificate to such effect signed by its President to the Form S-3 Initiating Holders and the Company shall not be required to effect a registration under this Section 4 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination; PROVIDED, HOWEVER, that the Company shall not utilize the right under this Section 4.2(e) more than once in any twelve (12) month period

Registrations on Form S-3. 4.1 Anything contained in Section 2 (a) Subject to the contrary notwithstandingSECTION 4(c), at any such time after the Demand Date and if as the Company is then shall have qualified for the use of Form S-3S-3 promulgated under the Securities Act or any successor form thereto, the Holders representing (on a fully diluted basis) at least twenty percent (20%) of the total number of Registrable Securities (the "FORM S-3 INITIATING HOLDERS") each Investor Stockholder and Management Stockholder shall have the right to request in writing unlimited registrations of Registrable Shares on Form S-3, or such successor form, and to effect a registration under the Securities Act of Registrable Shares in accordance with this SECTION 4. (b) If the Company shall be requested by any Investor Stockholder or Management Stockholder to effect a registration under the Securities Act of Registrable Shares in accordance with this SECTION 4, then the Company shall promptly give written notice of such proposed registration to all Investor Stockholders and Management Stockholders and shall offer to include in such proposed registration any Registrable Shares requested to be included in such proposed registration by such Investor Stockholders and Warrantholders who respond in writing to the Company's notice within thirty (30) days after delivery of such notice (which request or requests response shall (i) specify the number of Registrable Shares intended proposed to be sold or disposed included in such registration). The Company shall promptly use its commercially reasonable efforts to effect such registration on Form S-3 of and the holders thereof and (ii) state the intended method of disposition of such Registrable Shares, and upon receipt of any such request, Shares which the Company has been so requested to register. (c) The Company shall use all reasonable efforts promptly not be obligated to effect the any registration under the Securities Act of the Registrable Shares so requested to be registered. A requested registration on Form S-3 in compliance with this Section 4 shall not count as a Registration Statement initiated pursuant to Section 2 for purposes of determining the number of registrations which may be requested by the Initiating Holders Investor Stockholders and Management Stockholders under such Section, but shall otherwise be treated as a registration initiated pursuant to, and shall be subject to, this SECTION 4 except in accordance with the provisions of Section 2.following provisions: 4.2 Anything contained in Section 4.1 to the contrary notwithstanding, (i) the Company shall not be obligated to effect, or take effect any action to effect, any such registration under the Securities Act initiated pursuant to Section 4.1: this SECTION 4 if (aA) Unless the anticipated gross offering price of all Registrable Shares to be included therein would be less than $2,500,000 or (B) the Company shall have effected four (4) or more Registration Statements on Form S-3 Initiating Holders propose pursuant to dispose of shares of Registrable Securities having an aggregate price this SECTION 4 during the twelve month period prior to the public date of such request for registration (before deduction of Selling Expenses) of more than $7,500,000unless the Company shall have waived such limitation); (bii) Within one hundred eighty (180) days of the effective date of the most recent registration pursuant to this Section 4 in which securities held by the requesting Holder could have been included for sale or distribution; (c) In any particular jurisdiction in which the Company would be required may delay the filing or effectiveness of any Registration Statement for a period not to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (d) If the Company shall furnish to the Form S-3 Initiating Holders a certificate signed by the President of the Company stating that the Company intends in good faith to file within exceed ninety (90) days after the date of a request for registration pursuant to this SECTION 4 if (A) the Board of Directors has determined that such notice registration would have a registration statement pertaining to securities of material adverse effect upon the Company and in which or its then current business plans or (B) at the Form S-3 Initiating Holders may request inclusion of Registrable Securities pursuant to Section 3, then, during the period starting with the date time of such notice and ending on the date six (6) months immediately following the effective date of such registration statement, PROVIDED that request the Company actively employs is engaged in good faith all reasonable efforts to cause such registration statement to become effectivea Material Transaction; PROVIDED, HOWEVER, that the Company may only delay an offering not utilize this right more than once in any twelve-month period; and (iii) with respect to any registration pursuant to this Section 4.2(d) for a period of not more than ninety (90) daysSECTION 4, if a filing of any other registration statement is not made within that period and the Company may only exercise the right specified include in this clause (d) once in such registration any twelve (12)-month period; or (e) If the Company determinesRegistrable Shares, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company Primary Shares or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, in which event the Company shall deliver a certificate to such effect signed by its President to the Form S-3 Initiating Holders and the Company shall not be required to effect a registration under this Section 4 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determinationOther Shares; PROVIDED, HOWEVER, that the Company shall not utilize include any Primary Shares in such Registration Statement if such inclusion would render the right under Company ineligible to use Form S-3; and PROVIDED FURTHER, HOWEVER, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would materially adversely affect the offering or sale (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares held by the Investor Stockholders and Management Stockholders requesting their Registrable Shares be included in such registration pursuant to the terms of this Section 4.2(eSECTION 4, PRO RATA based upon the number of Registrable Shares owned by each such Investor Stockholder and Management Stockholders at the time of such registration; (B) second, the Primary Shares; and (C) third, the Other Shares. (d) The number of requests permitted by the Investor Stockholders pursuant to this SECTION 4 shall be unlimited. The Management Stockholders, collectively, shall be permitted to make not more than once two (2) requests pursuant to this SECTION 4, and no more than one (1) of which may be made in any twelve (12) twelve-month period. (e) Notwithstanding anything to the contrary contained in this Agreement, if the managing underwriter advises the Company in good faith that the inclusion of Registrable Shares held by any particular Stockholder(s) proposed to be included in any such registration would materially adversely affect the successful offering and sale (including pricing) of Registrable Shares proposed to be offered and sold in such offering, then such Stockholder(s) shall be precluded from including such Registrable Shares in such offering.

Registrations on Form S-3. 4.1 Anything contained in Section 2 to the contrary notwithstanding, If at any time after the Demand Date and if the Company is then qualified for the use of Form S-3, the Holders representing (on a fully diluted basis) at least twenty percent (20%) of the total number of Registrable Securities (the "FORM S-3 INITIATING HOLDERS") shall have the right to request in writing unlimited registrations of Registrable Shares on Form S-3, which request or requests shall (i) specify Series A Eligible Sellers holding Restricted Stock request that the number Company file a Registration Statement on Form S-3 or any successor thereto for a public offering of Registrable Shares intended all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to be sold or disposed the public of and the holders thereof which would exceed $1,000,000, and (ii) state the intended method of disposition of Company is a registrant entitled to use Form S-3 or any successor thereto to register such Registrable Sharesshares, and upon receipt of any such request, then the Company shall use all reasonable its best efforts promptly 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. Whenever the Company is required by this Section 5 to use its best efforts to effect the registration under the Securities Act of Restricted Stock, each of the Registrable Shares so requested procedures and requirements of Section 3 (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 be registered. participate in the offering) shall apply to such registration; provided, however, that the requirement contained in Section 3(a) that the Series A requested Eligible Sellers holding at least 20% of the Restricted Stock request such registration shall not apply to any registration on Form S-3 in compliance with that may be requested and obtained under this Section 4 5. The Company shall not count as be obligated to register Restricted Stock pursuant to this Section 5 on five (5) occasions only; provided, however, that, in each case, such obligation shall be deemed satisfied only when a Registration Statement initiated pursuant to Section 2 for purposes covering all shares of determining the number of registrations which may be requested by the Initiating Holders under such Section, but Restricted Stock shall otherwise be treated as a registration initiated pursuant to, have become effective and shall be subject to, have remained continuously effective during the provisions period of Section 2. 4.2 Anything contained distribution (as specified in Section 4.1 6 hereof). Notwithstanding anything to the contrary notwithstandingcontained herein, the Company shall not be obligated required to effect, or take any action to effect, file any registration under the Securities Act statement pursuant to this Section 4.1: (a) Unless the Form S-3 Initiating Holders propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $7,500,000; (b) Within one hundred eighty (180) 5 within 120 days of the effective date of any registration statement filed by the most recent Company (except with respect to Registration Statements on Forms S-4, S-8 or another form not available for registering th▇ ▇▇▇▇▇▇cted Stock for sale to the public). Subject to the Registration Delay Limit, the Company shall be permitted to delay or suspend any registration pursuant to this Section 4 in which securities held by the requesting Holder could have been included for sale or distribution; 5 if (ci) In any particular jurisdiction in an event occurs and is continuing as a result of which the Company would be required to execute a general consent to service of process in effecting such registrationRegistration Statement, qualification any related Prospectus or compliance, unless the Company is already subject to service in such jurisdiction and except any document incorporated therein by reference as may be required by the Securities Act then amended or applicable rules or regulations thereunder; (d) If the Company shall furnish to the Form S-3 Initiating Holders a certificate signed by the President of the Company stating that the Company intends in good faith to file within ninety (90) days after the date of such notice a registration statement pertaining to securities of the Company and in which the Form S-3 Initiating Holders may request inclusion of Registrable Securities pursuant to Section 3, then, during the period starting with the date of such notice and ending on the date six (6) months immediately following the effective date of such registration statement, PROVIDED that the Company actively employs in good faith all reasonable efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may only delay an offering pursuant to this Section 4.2(d) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise the right specified in this clause (d) once in any twelve (12)-month period; or (e) If the Company determinessupplemented would, in the Company's good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Company determines in its good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which an event contemplated by clause (i) hereof at such time (A) would have a material adverse effect on the Company business, operations or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, in which event prospects of the Company shall deliver a certificate to such effect signed by its President to the Form S-3 Initiating Holders and the Company shall not be required to effect a registration under this Section 4 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after otherwise relates to a material business transaction which has not yet been publicly disclosed, or (iii) the Company makes has prior to the receipt of a Series A Investors Demand Notice filed a Registration Statement or has notified the Series A Investors of its intent to file a Registration Statement and the transaction contemplated by such good faith determination; PROVIDED, HOWEVER, that filed or proposed Registration Statement is actively being pursued by the Company shall not utilize the right under this Section 4.2(e) more than once in any twelve (12) month periodgood faith.

Registrations on Form S-3. 4.1 Anything contained in Section 2 to the contrary notwithstanding, at any time after the Demand Date and if the Company is then qualified for the use of Form S-3, the Holders Holders, including any Holder of additional Registrable Securities referenced in Section 2.2(b), representing (on a fully diluted basis) at least twenty percent (20%) of the total number of Registrable Securities (the "FORM “Form S-3 INITIATING HOLDERS"Initiating Holders”) shall have the right to request in writing unlimited registrations of Registrable Shares Securities on Form S-3, which request or requests shall (i) specify the number of Registrable Shares Securities intended to be sold or disposed of and the holders thereof and (ii) state the intended method of disposition of such Registrable SharesSecurities, and upon receipt of any such request, the Company shall use all reasonable efforts promptly to effect the registration under the Securities Act of the Registrable Shares Securities so requested to be registered. A requested registration on Form S-3 in compliance with this Section 4 shall not count as a Registration Statement registration statement initiated pursuant to Section 2 for purposes of determining the number of registrations which may be requested by the Initiating Holders under such Section, but shall otherwise be treated as a registration initiated pursuant to, and shall be subject to, the provisions of Section 2. 4.2 Anything contained in Section 4.1 to the contrary notwithstanding, the Company shall not be obligated to effect, or take any action to effect, any registration under the Securities Act pursuant to Section 4.1: (a) Unless the Form S-3 Initiating Holders propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $7,500,000; (b) Within one hundred eighty (180) days of the effective date of the most recent registration pursuant to this Section 4 in which securities held by the requesting Holder could have been included for sale or distribution; (c) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (d) If the Company shall furnish to the Form S-3 Initiating Holders a certificate signed by the President of the Company stating that the Company intends in good faith to file within ninety (90) days after the date of such notice a registration statement pertaining to securities of the Company and in which the Form S-3 Initiating Holders may request inclusion of Registrable Securities pursuant to Section 3, then, during the period starting with the date of such notice and ending on the date six (6) months immediately following the effective date of such registration statement, PROVIDED provided that the Company actively employs in good faith all reasonable efforts to cause such registration statement to become effective; PROVIDEDprovided, HOWEVERhowever, that the Company may only delay an offering pursuant to this Section 4.2(d) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise the right specified in this clause (d) once in any twelve (12)-month 12) month period; or (e) If the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, in which event the Company shall deliver a certificate to such effect signed by its President to the Form S-3 Initiating Holders and the Company shall not be required to effect a registration under this Section 4 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material material, or (B) 90 ninety (90) days after the Company makes such good faith determination; PROVIDEDprovided, HOWEVERhowever, that the Company shall not utilize the right under this Section 4.2(e) more than once in any twelve (12) month period. 4.3 Notwithstanding the registration rights granted to Holders in Sections 2, 3, and 4 hereof, a Holder shall not be entitled to include its Registrable Securities in any registration statement to be filed with respect to the resale of Common Stock issuable upon exercise of the Common Stock Purchase Warrant issued by the Company to Laurus Master Funds, Ltd. on January 27, 2006.

Registrations on Form S-3. 4.1 Anything contained in Section 2 to the contrary notwithstanding, at any (a) At such time after the Demand Date and if as the Company is then qualified shall be eligible for the use of Form S-3S-3 under the Securities Act or any successor form thereto, the Holders representing (on a fully diluted basis) Stockholders holding Registrable Shares for which they intend to include in such offering that represent at least twenty percent (20%) 10% of the total number of Registrable Securities (the "FORM S-3 INITIATING HOLDERS") outstanding Common Stock shall have the right to request in writing an unlimited number of registrations of Registrable Shares on Form S-3S-3 (which may, at such holders’ request, be shelf registrations pursuant to Rule 415 promulgated under the Securities Act) or its successor form, which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of Transferred and the holders thereof and (ii) state whether the intended method of disposition Transfer of such Registrable SharesShares is an underwritten offering or a shelf registration and (iii) relate to Registrable Shares having an aggregate gross offering price (not taking into account underwriters discounts and commissions) of at least $5,000,000, and upon receipt of any such request, the Company shall as soon as reasonably practicable and in any event within thirty (30) days file a Form S-3 registration statement covering all Registrable Shares requested to be included in such registration and shall use all its commercially reasonable efforts to promptly to effect the registration under the Securities Act of the Registrable Shares so requested to be registered. A requested registration on Form S-3 in compliance with this Section 4 5.3(a) shall not count as a Registration Statement registration statement initiated pursuant to Section 2 for purposes of determining the number of registrations which may be requested by the Initiating Holders under such Section, but shall otherwise be treated as a registration initiated pursuant to, and shall be subject to, the provisions of Section 25.1(b). 4.2 Anything contained in Section 4.1 to the contrary notwithstanding, the Company shall not be obligated to effect, or take any action to effect, any registration under the Securities Act pursuant to Section 4.1: (a) Unless the Form S-3 Initiating Holders propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $7,500,000; (b) Within one hundred eighty (180) days of Notwithstanding the effective date of foregoing obligations, if the most recent Company furnishes to Holders requesting a registration pursuant to this Section 4 in which securities held by the requesting Holder could have been included for sale or distribution; (c) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (d) If the Company shall furnish to the Form S-3 Initiating Holders 5.3 a certificate signed by the President Company’s chief executive officer stating that in the good faith judgment of the Company stating that the Company intends in good faith Company’s Board of Directors it would be materially detrimental to file within ninety (90) days after the date of such notice a registration statement pertaining to securities of the Company and in which the Form S-3 Initiating Holders may request inclusion of Registrable Securities pursuant to Section 3, then, during the period starting with the date of such notice and ending on the date six (6) months immediately following the effective date of such registration statement, PROVIDED that the Company actively employs in good faith all reasonable efforts to cause its Stockholders for such registration statement to be filed with the SEC or to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; PROVIDED, HOWEVER, (ii) require premature disclosure of material information that the Company may only delay an offering pursuant has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to this Section 4.2(d) comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety one hundred twenty (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise the right specified in this clause (d) once in any twelve (12)-month period; or (e) If the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, in which event the Company shall deliver a certificate to such effect signed by its President to the Form S-3 Initiating Holders and the Company shall not be required to effect a registration under this Section 4 until the earlier of (A) three (3120) days after the date upon which such material information request of the initiating Stockholders is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determinationgiven; PROVIDEDprovided, HOWEVERhowever, that the Company shall may not utilize exercise the right under this Section 4.2(erights in Sections 5.1(f) and 5.3(b), in the aggregate, more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such one hundred twenty (120) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares; 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.