Common use of S-3 Registrations Clause in Contracts

S-3 Registrations. If (i) at any time following June 10, 2012 SEP I or Holders who beneficially own at least 4,300,000 Registrable Shares request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Registrable Shares held by such Holder, and (ii) the Company is entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registrable Shares specified in such notice. Whenever the Company is required by this Section 4 to use its best efforts to effect the registration of Registrable Shares, each of the procedures and requirements of Section 2 (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 or offering in connection therewith. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within six months after the effective date of a registration statement filed by the Company or the occurrence of a “shelf take-down” under a then-effective registration statement covering a firm commitment underwritten public offering in which the holders of Registrable Shares shall have been entitled to join pursuant to Section 2 or 3 in which there shall have been effectively registered or sold, as the case may be, all Registrable Shares as to which registration shall have been requested pursuant to which any “lock-up” restrictions have been imposed on the Company prohibiting such registration (provided, that the Company shall use its best efforts to achieve a shorter period or have such restrictions released in less than six months). There is no limitation on the number of registrations pursuant to this Section 4 that the Company is obligated to effect.

S-3 Registrations. If (ia) In addition to the other rights of the Holders described herein, if at any time following June 10that the Company is eligible to use Form S-3 or any successor thereto, 2012 SEP I any Holder or Holders who beneficially own at least 4,300,000 Registrable Shares request requests that the Company file a registration statement Registration Statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Registrable Shares Common Stock held by such Holder, and (ii) the Company is entitled to use Form S-3 or any successor thereto to register such sharesHolders, then the Company shall use its best efforts to register under the Securities Act on Form S-3 (an "S-3 Registration") or any successor thereto, for public sale in accordance with the method of disposition specified in such noticenotice from the Holder or Holders, the number of shares of Registrable Shares Common Stock specified in such notice; provided, however, that the Company shall have no obligation to register such shares of Registrable Common Stock pursuant to this Section if (based on the current market prices) the number of shares of Registrable Common Stock specified in such notice would not yield gross proceeds to the selling stockholders of at least $500,000. Whenever the Company is required by this Section 4 4(a) to use its best efforts to effect the registration of Registrable SharesCommon Stock, each of the procedures and requirements of Section 2 (including but not limited to the requirement that the Company notify all holders of Registrable Shares Holders from whom notice has not been received and provide them with the opportunity to participate in the offering, but excluding the first sentence of Sections 2(a) and 2(b)) shall be deemed to apply to such registration or offering in connection therewith. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within six months after the effective date of a registration statement filed by the Company or the occurrence of a “shelf take-down” under a then-effective registration statement covering a firm commitment underwritten public offering in which the holders of Registrable Shares shall have been entitled to join pursuant to Section 2 or 3 in which there shall have been effectively registered or sold, as the case may be, all Registrable Shares as to which registration shall have been requested pursuant to which any “lock-up” restrictions have been imposed on the Company prohibiting such registration (provided, that the Company shall use its best efforts to achieve a shorter period or have such restrictions released in less than six months)registration. There is no limitation on the number of registrations pursuant to this Section 4 4(a) that the Company is obligated to effect. (b) In addition to the other rights of the Holders described herein, once the Company becomes eligible to use Form S-3 or any successor thereto, the Company shall (i) provide written notice to all Holders of Registrable Common Stock within 10 Business Days of such event and (ii) within 30 days of such event, prepare and file with the SEC a Registration Statement covering an offering of the Registrable Common Stock to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC). The registration of the Registrable Common Stock pursuant to this Section 4(b) is referred to herein as a "Shelf Registration." The Company shall keep the registration statement relating to the Shelf Registration continuously effective pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC) until such date as is the earlier of (A) the date on which all of the Registrable Common Stock covered thereby have been sold and (B) the date that is two years after the effective date of such Registration Statement. The Company is obligated to effect only one Shelf Registration; provided, that the Company's obligations hereunder shall not be deemed satisfied, and the Shelf Registration shall not be deemed to have been effected, unless the applicable Registration Statement has been continuously effective for the requisite time period. A Shelf Registration does not count as one of the Demand Registrations. (c) During such time as a Shelf Registration is effective with respect to the shares of Registrable Common Stock of a Holder, such Holder's rights pursuant to

S-3 Registrations. If (i) at At any time following June 10, 2012 SEP I or Holders who beneficially own at least 4,300,000 Registrable Shares request that after the Company becomes eligible to file a registration statement Registration Statement on Form S-3 (or any successor thereto for a public offering of all or any portion of the Registrable Shares held by such Holderform relating to secondary offerings), and (ii) the Company is entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares Holders of Registrable Shares specified Securities may request the Company, in such notice. Whenever the Company is required by this Section 4 to use its best efforts writing, to effect the registration of Registrable Shareson Form S-3 (or such successor form), each of the procedures and requirements of Section 2 (including but not limited to the requirement that the Company notify all holders of Registrable Shares having an aggregate market value of at least $25,000,000 (based on the closing market price for the Common Stock on the trading day prior to the Company's receipt of the request). The Company shall not be obligated to effect any registration under this Section 4 (i) if in a given six month period, the Company has effected one (1) such registration in such period, or (ii) if the Company has initiated four (4) such registrations pursuant to this Section 4, provided that only the following registrations shall be counted: (1) registrations which have been declared or ordered effective and pursuant to which Registrable Securities have been sold and (2) registrations which have been withdrawn by the Holders (other than pursuant to the last sentence of Section 3.4) as to which the Holders have not elected to bear the Registration Expenses. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Holders from whom notice has not been received and provide them with received. Such Holders shall have the opportunity right, by giving written notice to participate the Company within 20 days after the Company provides its notice, to elect to have included in the offering) such registration such of their Registrable Securities as such Holders may request in such notice of election. The provisions of Sections 3.5 through 3.7 shall apply to such registration or offering in connection therewithregistration. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within six months after the effective date of a registration statement filed by the Company or the occurrence of a “shelf take-down” under a then-effective registration statement covering a firm commitment underwritten public offering in which the holders of Registrable Shares shall have been entitled to join pursuant to Section 2 or 3 in which there shall have been effectively registered or sold, as the case may be, all Registrable Shares as to which registration shall have been requested pursuant to which any “lock-up” restrictions have been imposed on the Company prohibiting such registration (provided, that Thereupon the Company shall use its best efforts Required Efforts to achieve a shorter period effect the registration on Form S-3, or have such restrictions released in less than six months). There is no limitation on the number successor form, of registrations pursuant to this Section 4 all Registrable Securities that the Company is obligated has been requested to effectregister in connection with such registration.

S-3 Registrations. If (ia) In addition to the other rights of the Holders described herein, if at any time following June 10that the Company is eligible to use Form S-3 or any successor thereto, 2012 SEP I any Holder or Holders who beneficially own at least 4,300,000 Registrable Shares request requests that the Company file a registration statement Registration Statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Registrable Shares Common Stock held by such Holder, and (ii) the Company is entitled to use Form S-3 or any successor thereto to register such sharesHolders, then the Company shall use its best efforts to register under the Securities Act on Form S-3 (an "S-3 Registration") or any successor thereto, for public sale in accordance with the method of disposition specified in such noticenotice from the Holder or Holders, the number of shares of Registrable Shares Common Stock specified in such notice; provided, however, that the Company shall have no obligation to register such shares of Registrable Common Stock pursuant to this Section if (based on the current market prices) the number of shares of Registrable Common Stock specified in such notice would not yield gross proceeds to the selling stockholders of at least $500,000. Whenever the Company is required by this Section 4 4(a) to use its best efforts to effect the registration of Registrable SharesCommon Stock, each of the procedures and requirements of Section 2 (including but not limited to the requirement that the Company notify all holders of Registrable Shares Holders from whom notice has not been received and provide them with the opportunity to participate in the offering, but excluding the first sentence of Sections 2(a) and 2(b)) shall be deemed to apply to such registration or offering in connection therewith. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within six months after the effective date of a registration statement filed by the Company or the occurrence of a “shelf take-down” under a then-effective registration statement covering a firm commitment underwritten public offering in which the holders of Registrable Shares shall have been entitled to join pursuant to Section 2 or 3 in which there shall have been effectively registered or sold, as the case may be, all Registrable Shares as to which registration shall have been requested pursuant to which any “lock-up” restrictions have been imposed on the Company prohibiting such registration (provided, that the Company shall use its best efforts to achieve a shorter period or have such restrictions released in less than six months)registration. There is no limitation on the number of registrations pursuant to this Section 4 4(a) that the Company is obligated to effect. (b) In addition to the other rights of the Holders described herein, once the Company becomes eligible to use Form S-3 or any successor thereto, the Company shall (i) provide written notice to all Holders of Registrable Common Stock within 10 Business Days of such event and (ii) within 30 days of such event, prepare and file with the SEC a Registration Statement covering an offering of the Registrable Common Stock to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC). The registration of the Registrable Common Stock pursuant to this Section 4(b) is referred to herein as a "Shelf Registration." The Company shall keep the registration statement relating to the Shelf Registration continuously effective pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC) until such date as is the earlier of (A) the date on which all of the Registrable Common Stock covered thereby have been sold and (B) the date that is two years after the effective date of such Registration Statement. The Company is obligated to effect only one Shelf Registration; provided, that the Company's obligations hereunder shall not be deemed satisfied, and the Shelf Registration shall not be deemed to have been effected, unless the applicable Registration Statement has been continuously effective for the requisite time period. A Shelf Registration does not count as one of the Demand Registrations. (c) During such time as a Shelf Registration is effective with respect to the shares of Registrable Common Stock of a Holder, such Holder's rights pursuant to Section 2 (Demand Registrations) and Section 3 (Piggyback Registrations) hereof shall not be effective.