Common use of Form S-3 Clause in Contracts

Form S-3. After the Company is eligible for the use of Form S-3 (or any future form that is substantially equivalent to the current Form S-3 or any foreign equivalent if the Registrable Securities are listed on an exchange outside the United States) as soon as it is eligible, the Holders shall have the right to request registrations on Form S-3 under this Section 1.9. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 1.9 and shall provide a reasonable opportunity for other Holders to participate in the registration. Subject to the foregoing, the Company will use its diligent efforts to effect as soon as practicable the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that the Company shall not be obligated to effect any such registration (a) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,500,000 or (b) if the Company has effected two or more registrations on Form S-3 in the preceding twelve (12) months. Notwithstanding the foregoing, nothing herein shall restrict, prohibit or limit in any way a Holder’s ability to exercise its registration rights under Sections 1.2 or 1.3 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 1.9 for any of the reasons set forth in Section 1.2(a)(ii)(A) or (C) (which shall be deemed to apply to the obligations under this Section 1.9 with equal force). In addition, any registration pursuant to this Section 1.9 shall be subject to the provisions of Section 1.2(b), which shall be deemed to apply to the obligations under this Section 1.9 with equal force, except that any reference therein to Section 1.2 or a subsection thereof shall, for these purposes only, be deemed to be a reference to this Section 1.9.

Form S-3. After the The Company is eligible shall use its best efforts to qualify for the use of registration on Form S-3 (or any future form that is substantially equivalent to the current Form S-3 or any foreign equivalent if S-3). After the Company has qualified for the use of Form S-3, the Holders of at least twenty percent (20%) of the Registrable Securities are listed on an exchange outside the United States) as soon as it is eligible, the Holders then outstanding and not registered shall have the right to request in writing registrations on Form S-3 under this Section 1.92.9. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 1.9 2.9 and shall provide a reasonable opportunity for other Holders to participate in the registration. Subject to the foregoing, the Company will use its diligent efforts to effect as soon as practicable the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that the Company shall not be obligated to effect any such registration (a) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,500,000 or (b) if the Company has effected two or more registrations on Form S-3 in the preceding twelve (12) months2,000,000. Notwithstanding the foregoing, nothing herein shall restrict, prohibit or limit in any way a Holder’s ability to exercise its registration rights under Sections 1.2 2.2 or 1.3 2.3 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 1.9 2.9 for any of the reasons set forth in Section 1.2(a)(ii)(A2.2(a)(ii)(A) or (C) (which shall be deemed to apply to the obligations under this Section 1.9 2.9 with equal force). In addition, any registration pursuant to this Section 1.9 2.9 shall be subject to the provisions of Section 1.2(b2.2(b), which shall be deemed to apply to the obligations under this Section 1.9 2.9 with equal force, except that any reference therein to Section 1.2 2.2 or a subsection thereof shall, for these purposes only, be deemed to be a reference to this Section 1.92.9.

Form S-3. The Company shall use all commercially reasonable efforts to qualify for registration on Form S-3. After the Company is eligible has qualified for the use of Form S-3 (or any future form that is substantially equivalent to S-3, the current Form S-3 or any foreign equivalent if Holders holding no less than 20% of the Registrable Securities are listed on an exchange outside the United States) as soon as it is eligible, the Holders or a Series C Holder shall have the right to request registrations on Form S-3 thereafter under this Section 1.92.9. The Company shall promptly give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 1.9 2.9 and shall provide a reasonable opportunity for other Holders to participate in the registration. Subject to the foregoing, the Company will use its diligent best efforts to effect as soon as practicable the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that the Company shall not be obligated to effect any such registration (aA) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,500,000 or 1,000,000, (bB) if with respect to a request from a Series C Holder, at any time when the Company has effected two or more registrations on Form S-3 in requested by Series C Holders pursuant to this Section 2.9 during the preceding twelve 12-month period, or (C) with respect to a request from a Junior Holder, at any time when the Company has effected one registration requested by Junior Holders pursuant to this Section 2.9 during the preceding 12) months-month period. Notwithstanding the foregoing, nothing herein shall restrict, prohibit or limit in any way a Holder’s ability to exercise its registration rights under Sections 1.2 2.2 or 1.3 2.3 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 1.9 2.9 for any of the reasons set forth in Section 1.2(a)(ii)(A2.2(a)(ii)(A) or (C) (which shall be deemed to apply to the obligations under this Section 1.9 2.9 with equal force). In addition, any registration pursuant to this Section 1.9 2.9 shall be subject to the provisions of Section 1.2(b2.2(b), which shall be deemed to apply to the obligations under this Section 1.9 2.9 with equal force, except that any reference therein to Section 1.2 2.2 or a subsection thereof shall, for these purposes only, be deemed to be a reference to this Section 1.92.9. Subject to the foregoing, the Company shall file a Registration Statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.9 shall not be counted as requests for registration effected pursuant to Section 2.2.

Form S-3. After the The Company is eligible shall use its best efforts to qualify for the use of registration on Form S-3 (or any future form that is substantially equivalent to the current Form S-3 or any foreign equivalent if the Registrable Securities are listed on an exchange outside the United StatesS-3) as soon as it is eligible. After the Company has qualified for the use of Form S-3, the Holders of at least twenty percent (20%) of the shares constituting the then-outstanding shares of Preferred Stock on an as-converted to Common Stock basis plus the then-outstanding Common Stock that were issued upon the conversion of shares of Preferred Stock previously held by such Holders shall have the right to request registrations on Form S-3 thereafter under this Section 1.93.9. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 1.9 3.9 and shall provide a reasonable opportunity for other Holders to participate in the registration. Subject to the foregoing, the Company will use its diligent efforts to effect as soon as practicable the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that the Company shall not be obligated to effect any such registration (a) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,500,000 or (b) if the Company has effected two or more registrations on Form S-3 in the preceding twelve (12) months1,000,000. Notwithstanding the foregoing, nothing herein shall restrict, prohibit or limit in any way a Holder’s ability to exercise its registration rights under Sections 1.2 3.2 or 1.3 3.3 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 1.9 3.9 for any of the reasons set forth in Section 1.2(a)(ii)(A3.2(a)(ii)(A) or (C) (which shall be deemed to apply to the obligations under this Section 1.9 3.9 with equal force). In addition, any registration pursuant to this Section 1.9 3.9 shall be subject to the provisions of Section 1.2(b3.2(b), which shall be deemed to apply to the obligations under this Section 1.9 3.9 with equal force, except that any reference therein to Section 1.2 3.2 or a subsection thereof shall, for these purposes only, be deemed to be a reference to this Section 1.93.9.

Form S-3. After the The Company is eligible shall use its best efforts to qualify for the use of registration on Form S-3 (or any future form that is substantially equivalent to the current Form S-3 or any foreign equivalent if the Registrable Securities are listed on an exchange outside the United States) as soon as it is eligibleS-3). Once qualified, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 thereafter under this Section 1.92.9. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 1.9 2.9 and shall provide a reasonable opportunity for other Holders to participate in the registration. Subject to the foregoing, the Company will use its diligent best efforts to effect as soon as practicable the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that the Company shall not be obligated to effect any such registration (a) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,500,000 or (b) if the Company has effected two or more registrations on Form S-3 2,500,000. Nothing in the preceding twelve (12) months. Notwithstanding the foregoing, nothing herein this Section 2.9 shall restrict, prohibit or limit in any way a Holder’s ability to exercise its registration rights under Sections 1.2 2.2 or 1.3 2.3 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 1.9 2.9 for any of the reasons set forth in Section 1.2(a)(ii)(A) or (C) 2.2(a)(ii)(B), (which shall be deemed to apply to the obligations under this Section 1.9 2.9 with equal force). In addition, any registration pursuant to this Section 1.9 2.9 shall be subject to the provisions of Section 1.2(b2.2(b), which shall be deemed to apply to the obligations under this Section 1.9 2.9 with equal force, except that any reference therein to Section 1.2 2.2 or a subsection thereof shall, for these purposes only, be deemed to be a reference to this Section 1.92.9.

Form S-3. After If the Company is becomes eligible to use Form S-3, the Company shall use its reasonable efforts to continue to qualify at all times for registration on Form S-3. If and when the Company becomes entitled to use Form S-3, the holders of Form S-3 an aggregate of not less than twenty (or any future form that is substantially equivalent to the current Form S-3 or any foreign equivalent if the 20%) of Registrable Securities are listed on an exchange outside the United States) as soon as it is eligible, the Holders shall have the right to request registrations and have effected not more than one registration per year of shares of Registrable Securities held by them on Form S-3 under for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $500,000. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder or holders. The Company shall not be required to cause a registration statement requested pursuant to this Section 1.92.2 to become effective prior to 90 days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 2.2 has been made prior to the expiration of such 90-day period. The 4 -4- Company shall give notice to all Holders holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 1.9 2.2 and shall provide a reasonable opportunity for other Holders such holders to participate in the registration. Subject to the foregoing, the Company will use its diligent best efforts to effect as soon as practicable promptly the registration of all shares of Registrable Securities Common Stock on Form S-3 to the extent requested by the Holder holder or Holders holders thereof for purposes of disposition; provided. Notwithstanding the foregoing, however, that the Company shall not be obligated required to effect any such a registration (a) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,500,000 or (b) if the Company has effected two or more registrations on Form S-3 in the preceding twelve (12) months. Notwithstanding the foregoing, nothing herein shall restrict, prohibit or limit in any way a Holder’s ability to exercise its registration rights under Sections 1.2 or 1.3 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 1.9 for any of the reasons set forth in Section 1.2(a)(ii)(A) or (C) (which shall be deemed to apply to the obligations under this Section 1.9 with equal force). In addition2.2 or Section 2.1 if, any registration pursuant to this Section 1.9 in the opinion of counsel for the Company, which counsel and opinion shall be subject reasonably acceptable to the provisions Holders of Section 1.2(b)Registrable Securities, which shall be deemed to apply to such Holders of Registrable Securities may then sell all Registrable Securities within a 90 day period without registration under the obligations under this Section 1.9 with equal force, except that any reference therein to Section 1.2 or a subsection thereof shall, for these purposes only, be deemed to be a reference to this Section 1.9Act.

Form S-3. If the Company's stock becomes publicly traded, the Company shall use its best efforts to qualify for registration on Form S-3 and to that end the Company shall register the Common Stock under the 1934 Act within twelve (12) months following the effective date of the first registration of any securities of the Company on Form S-1. After the Company is eligible has qualified for the use of Form S-3 (or any future form that is substantially equivalent to the current Form S-3 or any foreign equivalent if the Registrable Securities are listed on an exchange outside the United States) as soon as it is eligibleS-3, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 thereafter under this Section 1.92.9. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 1.9 2.9 and shall provide a reasonable opportunity for other Holders to participate in the registration. Subject to the foregoing, the Company will use its diligent best efforts to effect as soon as practicable the registration of all shares of Registrable Securities on Form S-3 S-3, as the case may be, to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that the Company shall not be obligated to effect any such registration if (a) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,500,000 500,000, or (b) if the Company has effected shall have already made two or more registrations on Form S-3 in within the 12-month period immediately preceding twelve (12) monthsthe request. Notwithstanding the foregoing, nothing herein shall restrict, prohibit prohibit, or limit in any way a Holder’s 's ability to exercise its registration rights under Sections 1.2 2.2 or 1.3 2.3 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 1.9 2.9 for any of the reasons set forth in Section 1.2(a)(ii)(A2.2(a)(ii)(A) or (CD) (which shall be deemed to apply to the obligations under this Section 1.9 2.9 with equal force). In addition, any registration pursuant to this Section 1.9 2.9 shall be subject to the provisions of Section 1.2(b2.2(b), which shall be deemed to apply to the obligations under this Section 1.9 2.9 with equal force, except that any reference therein to Section 1.2 2.2 or a subsection thereof shall, for these purposes only, be deemed to be a reference to this Section 1.92.9.

Form S-3. The Company shall use its diligent efforts to qualify for registration on Form S-3. After the Company is eligible has qualified for the use of Form S-3 (or any future form that is substantially equivalent to the current Form S-3 or any foreign equivalent if the Registrable Securities are listed on an exchange outside the United States) as soon as it is eligibleS-3, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 thereafter under this Section 1.99. 10. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 1.9 9.10 and shall provide a reasonable opportunity for other Holders to participate in the registration. Subject to the foregoing, the Company will use its diligent best efforts to effect as soon as practicable the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that the Company shall not be obligated to effect any such registration (aA) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,500,000 500,000 or (bB) if at any time when the Company has effected two or more 2 registrations on Form S-3 in pursuant to this Section 9. 10 during the preceding twelve (12) months-month period. Notwithstanding the foregoing, nothing herein shall restrict, prohibit or limit in any way a Holder’s 's ability to exercise its registration rights under Sections 1.2 or 1.3 Section 9.03 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 1.9 9.10 for any of the reasons set forth in Section 1.2(a)(ii)(A9.03(a)(ii)(A) or (C) (which shall be deemed to apply to the obligations under this Section 1.9 9. 10 with equal force). In addition, any registration pursuant to this Section 1.9 shall 9. 10 shall, be subject to the provisions of Section 1.2(b9.03(b), which shall be deemed to apply to the obligations under this Section 1.9 9.10 with equal force, except that any reference therein to Section 1.2 9.03 or a subsection thereof shall, for these purposes only, be deemed to be a reference to this Section 1.99. 10.

Form S-3. The Company shall use its diligent efforts to qualify for -------- registration on Form S-3 and to that end the Company shall register the Common Stock under the 1934 Act within 12 months following the effective date of the first registration of any securities of the Company on Form S-1. After the Company is eligible has qualified for the use of Form S-3 (or any future form that is substantially equivalent to and the current Form S-3 or any foreign equivalent if lapse of one year from the Registrable Securities are listed on an exchange outside closing of the United States) as soon as it is eligibleCompany's initial public offering, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 thereafter under this Section 1.92.9. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 1.9 2.9 and shall provide a reasonable opportunity for other Holders to participate in the registration. Subject to the foregoing, the Company will use its diligent best efforts to effect as soon as practicable the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that the Company shall not be obligated to effect any such registration (aA) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,500,000 2,000,000 or (bB) if at any time when the Company has effected two or more (2) registrations on Form S-3 in the preceding twelve (12) monthspursuant to this Section 2.9. Notwithstanding the foregoing, nothing herein shall restrict, prohibit or limit in any way a Holder’s 's ability to exercise its registration rights under Sections 1.2 2.2 or 1.3 2.3 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 1.9 2.9 for any of the reasons set forth in Section 1.2(a)(ii)(A2.2(a)(ii)(A), (B), (C) or (C) D), (which shall be deemed to apply to the obligations under this Section 1.9 2.9 with equal force). In addition, any registration pursuant to this Section 1.9 2.9 shall be subject to the provisions of Section 1.2(b2.2(b), which shall be deemed to apply to the obligations under this Section 1.9 2.9 with equal force, except that any reference therein to Section 1.2 2.2 or a subsection thereof shall, for these purposes only, be deemed to be a reference to this Section 1.92.9.

Form S-3. After The Company shall use its best efforts to qualify for registration on Form S-3, and to that end the Company is eligible for shall register the use Registrable Securities under the 1934 Act within twelve (12) months following the effective date of the first registration of any securities of the Company on Form S-3 S-1 (or any other appropriate or substantially similar form) under the 1933 Act. For purposes of this Section 2.9, the term “Form S-3” shall be deemed to include any future form that is substantially equivalent to the current Form S-3 or any foreign equivalent if S-3. After the Registrable Securities are listed on an exchange outside Company has qualified for the United States) as soon as it is eligibleuse of Form S-3, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 thereafter under this Section 1.92.9. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 1.9 2.9 and shall provide a reasonable opportunity for other Holders to participate in the registration. Subject to the foregoing, the Company will use its diligent best efforts to effect as soon as practicable the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that the Company shall not be obligated to effect any such registration (aA) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,500,000 1,000,000 or (bB) if at any time when the Company has effected two or more (2) registrations on Form S-3 in pursuant to this Section 2.9 during the preceding twelve (12) monthsmonth period. Notwithstanding the foregoing, nothing herein shall restrict, prohibit or limit in any way a Holder’s ability to exercise its registration rights under Sections 1.2 2.2 or 1.3 2.3 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 1.9 2.9 for any of the reasons set forth in Section 1.2(a)(ii)(A2.2(a)(ii)(A) or (C) ), (which shall be deemed to apply to the obligations under this Section 1.9 2.9 with equal force). In addition, any registration pursuant to this Section 1.9 2.9 shall be subject to the provisions of Section 1.2(b2.2(b), which shall be deemed to apply to the obligations under this Section 1.9 2.9 with equal force, except that any reference therein to Section 1.2 2.2 or a subsection thereof shall, for these purposes only, be deemed to be a reference to this Section 1.92.9.

Form S-3. If the Company's stock becomes publicly traded, the Company shall use its reasonable best efforts to qualify for registration on Form S-3 and to that end the Company shall register the Common Stock under the 1934 Act within twelve (12) months following the effective date of the first registration of any securities of the Company on Form S-1. After the Company is eligible has qualified for the use of Form S-3 (or any future form that is substantially equivalent to S-3, the current Form S-3 or any foreign equivalent if the Initiating Preferred Holders of Registrable Securities are listed on an exchange outside the United States) as soon as it is eligible, the Holders shall have the right to request registrations on Form S-3 thereafter under this Section 1.92.9. The If the Company shall receive from Initiating Preferred Holders a written demand that the Company effect a registration pursuant to this Section 2.9, the Company shall promptly give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 1.9 2.9 and shall provide a reasonable opportunity for other Holders to participate in the registration. Subject to the foregoing, the Company will use its diligent reasonable best efforts to effect such registration as soon as practicable the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder Initiating Holders or Holders thereof for purposes of dispositionHolders, as the case may be; provided, however, that the Company shall not be obligated to effect any such registration if (a) if the Initiating Holders or Holders, as the case may be, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,500,000 1,000,000, or (b) if the Company has effected shall have already made two or more registrations on Form S-3 in within the 12-month period immediately preceding twelve the request, (12c) monthsor the Company shall have already made one Demand Registration pursuant to Section 2.2 within a 6-month period immediately preceding the request. Notwithstanding the foregoing, nothing herein shall restrict, prohibit prohibit, or limit in any way a Holder’s 's ability to exercise its registration rights under Sections 1.2 2.2 or 1.3 2.3 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 1.9 for 2.9 in case of any of the reasons set forth circumstances referred to in Section 1.2(a)(ii)(A2.2(a)(ii)(A), (B), (C), (D) or (CE) (which shall be deemed to apply to the obligations under this Section 1.9 2.9 with equal force). In addition, any registration pursuant to this Section 1.9 2.9 shall be subject to the provisions of Section 1.2(b2.2(b), which shall be deemed to apply to the obligations under this Section 1.9 2.9 with equal force, except that any reference therein to Section 1.2 2.2 or a subsection thereof shall, for these purposes only, be deemed to be a reference to this Section 1.92.9.

Form S-3. After (a) If the Company is becomes eligible to use Form S-3, the Company shall use its reasonable efforts to continue to qualify at all times for registration on Form S-3. If and when the Company becomes entitled to use of Form S-3 (or any future form that is substantially equivalent to the current Form S-3 or any foreign equivalent if the Registrable Securities are listed on an exchange outside the United States) as soon as it is eligibleS-3, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 under this Section 1.9. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 1.9 and shall provide a reasonable opportunity for other Holders to participate in the registration. Subject to the foregoing, the Company will use its diligent efforts to effect as soon as practicable the registration of all shares of Registrable Securities held by them on Form S-3 for a public offering of shares of Registrable Securities, of which the reasonably anticipated aggregate price to the extent requested by the Holder or Holders thereof for purposes public, net of dispositionunderwriting discounts and commissions, is $2,500,000; provided, however, that the Company shall not be obligated to effect any such registration more than three (a3) if the Holders, together with the holders of any other securities of registrations pursuant to this Section 2.2 and provided further that the Company entitled shall not be obligated to inclusion effect more than two (2) registrations pursuant to this Section 2.2 in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,500,000 or (b) if the Company has effected two or more registrations on Form S-3 in the preceding any twelve (12) monthsmonth period. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such Holder or Holders. The Company shall use best efforts to maintain such registration under this Section 2.2 until the earlier of (i) 180 days from the effectiveness of such registration or (ii) the date that all such shares so registered under the Form S-3 registration have been sold. Notwithstanding the foregoing, nothing herein shall restrict, prohibit or limit in any way a Holder’s ability to exercise its registration rights under Sections 1.2 or 1.3 hereof. The the Company shall have no obligation to take any action not be required to effect any a registration pursuant to this Section 1.9 for any of the reasons set forth in Section 1.2(a)(ii)(A) or (C) (which shall be deemed to apply to the obligations under this Section 1.9 with equal force)2.2 if such Holders of Registrable Securities may then sell all Registrable Securities within a 90 day period without registration under the Securities Act. In addition, any registration pursuant to this Section 1.9 shall be subject to the The substantive provisions of Section 1.2(b), which 2.1 (b) shall be deemed applicable to apply to the obligations each underwritten registration initiated under this Section 1.9 with equal force, except that any reference therein to Section 1.2 or a subsection thereof shall, for these purposes only, be deemed to be a reference to this Section 1.92.2(a).

Form S-3. If the Company's stock becomes publicly traded, the Company shall use its diligent efforts to qualify for registration on Form S-3 or any equivalent form used for the registration of securities under the 1933 Act within 12 months following the effective date of the first registration of any securities of the Company on Form S-1. After the Company is eligible has qualified for the use of Form S-3 (or any future form that is substantially equivalent to the current Form S-3 or any foreign equivalent if the Registrable Securities are listed on an exchange outside the United States) as soon as it is eligibleequivalent), the Holders of Registrable Securities shall have the one right to request registrations on Form S-3 (or equivalent) thereafter under this Section 1.918(i). The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 1.9 18(i) and shall provide a reasonable opportunity for other Holders to participate in the registration. Subject to the foregoing, the Company will use its diligent reasonable best efforts to effect as soon as practicable the registration of all shares of Registrable Securities on Form S-3 S-3, as the case may be, to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that the Company shall not be obligated to effect any such registration if (aA) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,500,000 500,000, or (bB) if the Company has effected shall have already made two or more registrations on Form S-3 in within the 12-month period immediately preceding twelve (12) monthsthe request. Notwithstanding the foregoing, nothing herein shall restrict, prohibit prohibit, or limit in any way a Holder’s 's ability to exercise its registration rights under Sections 1.2 or 1.3 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 1.9 for any of the reasons set forth in Section 1.2(a)(ii)(A18(b) or (C18(c) (which shall be deemed to apply to the obligations under this Section 1.9 with equal force). In addition, any registration pursuant to this Section 1.9 shall be subject to the provisions of Section 1.2(b), which shall be deemed to apply to the obligations under this Section 1.9 with equal force, except that any reference therein to Section 1.2 or a subsection thereof shall, for these purposes only, be deemed to be a reference to this Section 1.9hereof.

Form S-3. The Company shall use its diligent efforts to qualify for -------- registration on Form S-3 and to that end the Company shall register the Common Stock under the 1934 Act within 12 months following the effective date of the first registration of any securities of the Company on Form S-1. After the Company is eligible has qualified for the use of Form S-3 (or any future form that is substantially equivalent to the current Form S-3 or any foreign equivalent if the Registrable Securities are listed on an exchange outside the United States) as soon as it is eligibleS-3, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 thereafter under this Section 1.92.9. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 1.9 2.9 and shall provide a reasonable opportunity for other Holders to participate in the registration. Subject to the foregoing, the Company will use its diligent best efforts to effect as soon as practicable the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that the Company shall not be obligated to effect any such registration (aA) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,500,000 or (bB) if at any time when the Company has effected two or more registrations on Form S-3 one (1) registration pursuant to this Section 2.9 in the preceding twelve previous six (126) months. Notwithstanding the foregoing, nothing herein shall restrict, prohibit or limit in any way a Holder’s 's ability to exercise its registration rights under Sections 1.2 2.2 or 1.3 2.3 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 1.9 2.9 for any of the reasons set forth in Section 1.2(a)(ii)(A2.2(a)(ii)(A) or (C) ), (which shall be deemed to apply to the obligations under this Section 1.9 2.9 with equal force). In addition, any registration pursuant to this Section 1.9 2.9 shall be subject to the provisions of Section 1.2(b2.2(b), which shall be deemed to apply to the obligations under this Section 1.9 2.9 with equal force, except that any reference therein to Section 1.2 2.2 or a subsection thereof shall, for these purposes only, be deemed to be a reference to this Section 1.92.9.

Form S-3. The Company shall use its diligent efforts to qualify -------- for registration on Form S-3 and to that end the Company shall register the Common Stock under the 1934 Act within 12 months following the effective date of the first registration of any securities of the Company on Form S-1. After the Company is eligible has qualified for the use of Form S-3 (or any future form that is substantially equivalent to the current Form S-3 or any foreign equivalent if the Registrable Securities are listed on an exchange outside the United States) as soon as it is eligibleS-3, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 thereafter under this Section 1.92.9. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 1.9 2.9 and shall provide a reasonable opportunity for other Holders to participate in the registration. Subject to the foregoing, the Company will use its diligent best efforts to effect as soon as practicable the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that the Company shall not be obligated to effect any such registration (aA) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,500,000 or (bB) if at any time when the Company has effected two or more registrations on Form S-3 one (1) registration pursuant to this Section 2.9 in the preceding twelve previous six (126) months. Notwithstanding the foregoing, nothing herein shall restrict, prohibit or limit in any way a Holder’s 's ability to exercise its registration rights under Sections 1.2 2.2 or 1.3 2.3 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 1.9 2.9 for any of the reasons set forth in Section 1.2(a)(ii)(A2.2(a)(ii)(A) or (C) ), (which shall be deemed to apply to the obligations under this Section 1.9 2.9 with equal force). In addition, any registration pursuant to this Section 1.9 2.9 shall be subject to the provisions of Section 1.2(b2.2(b), which shall be deemed to apply to the obligations under this Section 1.9 2.9 with equal force, except that any reference therein to Section 1.2 2.2 or a subsection thereof shall, for these purposes only, be deemed to be a reference to this Section 1.92.9.

Form S-3. After the The Company is eligible shall use its best efforts to qualify for the use of registration on Form S-3 (or any future form that is substantially equivalent to the current Form S-3 or any foreign equivalent if the Registrable Securities are listed on an exchange outside the United StatesS-3) as soon as it is eligible. After the Company has qualified for the use of Form S-3, the Holders of at least twenty percent (20%) of the then-outstanding Registrable Securities shall have the right to request registrations on Form S-3 thereafter under this Section 1.93.8. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 1.9 3.8 and shall provide a reasonable opportunity for other Holders to participate in the registration. Subject to the foregoing, the Company will use its diligent efforts to effect as soon as practicable the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that the Company shall not be obligated to effect any such registration (a) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,500,000 or (b) if the Company has effected two or more registrations on Form S-3 in the preceding twelve (12) months500,000. Notwithstanding the foregoing, nothing herein shall restrict, prohibit or limit in any way a Holder’s ability to exercise its registration rights under Sections 1.2 3.1 or 1.3 3.2 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 1.9 3.8 for any of the reasons set forth in Section 1.2(a)(ii)(A3.1(a)(ii)(A) or (C) (which shall be deemed to apply to the obligations under this Section 1.9 3.8 with equal force). In addition, any registration pursuant to this Section 1.9 3.8 shall be subject to the provisions of Section 1.2(b3.1(b), which shall be deemed to apply to the obligations under this Section 1.9 3.8 with equal force, except that any reference therein to Section 1.2 3.1 or a subsection thereof shall, for these purposes only, be deemed to be a reference to this Section 1.93.8.