Common use of Demand Registration Right Clause in Contracts

Demand Registration Right. If the Company receives at any time after the date that is twelve (12) months from the Initial Closing Date, a written request (a "DEMAND REQUEST") from the holders of a majority of the outstanding Registrable Securities issued and outstanding at the time of such Demand Request (the "MAJORITY HOLDERS") who hold not less than 275,000 Registrable Securities at the time of such Demand Request, that the Company register any such Registrable Securities, then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request ("DEMAND REQUEST NOTICE") to all Holders of Registrable Securities. Each Demand Request Notice shall (x) specify the number of Registrable Securities that the Majority Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of such Registrable Securities and, if applicable, (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Majority Holders to be received for such Registrable Securities. Unless the Registration Statement covers an underwritten offering, the Company will agree to take all actions as are necessary to keep any Registration Statement filed pursuant to this Section 2(b) effective until the date on which all Registrable Securities thereunder may be sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144. Each Holder shall respond promptly and accurately to Company's request at reasonable intervals regarding the amount of Registrable Securities and any other securities of the Company then held by such Subscriber or Holder. The Company shall file, no later than forty-five (45) days following receipt of a Demand Request (the "DEMAND FILING DATE"), a Registration Statement (the "DEMAND REGISTRATION STATEMENT") covering such Registrable Securities which the Company has been so requested to register by the Majority Holders and any other holders of Registrable Securities who request, within fifteen (15) days of the mailing of the Demand Request Notice, that the Company register their Registrable Securities, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Securities in accordance with the intended method of distribution specified in such Demand Request, and use its commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC within one hundred fifty (150) days after the Demand Filing Date. If a registration pursuant to this Section 2(b) involves an underwritten public offering, any Holder requesting to be included in such registration may elect, in writing prior to the effective date of the Registration Statement filed in connection with such registration, not to register such securities in connection with such registration. The Company may delay making a filing of a Demand Registration Statement in connection with a Demand Request or taking action in connection therewith by not more than ninety (90) days if the Company provides a written certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the Holders, prior to the time it would otherwise have been required to file such Demand Registration Statement or take such action pursuant to this SECTION 4.2, stating that the Board has determined in good faith that the filing of such Demand Registration Statement would be seriously detrimental to the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction (collectively, a "VALID BUSINESS REASON") and that it is therefore essential to defer the filing of the Demand Registration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than once in any twelve (12)-month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and during such time, the Company may not file a registration statement for securities to be issued and sold for its own account or for that of anyone other than the Holders.

Demand Registration Right. If Upon the Company receives written request of a Majority Holder, made at any time after the date that is twelve (12) months from the Initial Closing Exercise Date, a written request (a "DEMAND REQUEST") from but before the holders of a majority of the outstanding Registrable Securities issued and outstanding at the time of such Demand Request (the "MAJORITY HOLDERS") who hold not less than 275,000 Registrable Securities at the time of such Demand Request, that the Company register any such Registrable Securities, then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request ("DEMAND REQUEST NOTICE") to all Holders of Registrable Securities. Each Demand Request Notice shall (x) specify the number of Registrable Securities that the Majority Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of such Registrable Securities and, if applicable, (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Majority Holders to be received for such Registrable Securities. Unless the Registration Statement covers an underwritten offeringExpiration Date, the Company will agree to take all actions as are necessary to keep any Registration Statement filed shall file within 90 days of such written request a registration statement or Regulation A offering statement pursuant to this Section 2(b) effective until the date on which Act, and all Registrable Securities thereunder may be sold without any restrictionnecessary amendments thereto, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144. Each Holder shall respond promptly and accurately to Company's request at reasonable intervals regarding register or qualify the amount of Registrable Option Securities and any other securities the Option Securities underlying the unexercised portion of the Company then held by such Subscriber or HolderOptions. The Company No additional securities shall file, no later than forty-five (45) days following receipt of a Demand Request (the "DEMAND FILING DATE"), a Registration Statement (the "DEMAND REGISTRATION STATEMENT") covering such Registrable Securities which the Company has been so requested to register by the Majority Holders and any other holders of Registrable Securities who request, within fifteen (15) days of the mailing of the Demand Request Notice, that the Company register their Registrable Securities, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Securities in accordance with the intended method of distribution specified in such Demand Request, and use its commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC within one hundred fifty (150) days after the Demand Filing Date. If a registration pursuant to this Section 2(b) involves an underwritten public offering, any Holder requesting to be included in such registration may elect, in writing prior to statement or offering statement without the effective date written consent of the Registration Statement filed in connection with such registration, not to register such securities in connection with such registrationMajority Holder. The Company may delay making use the Regulation A exemption if available, but the Company must file a filing of a Demand Registration Statement in connection with a Demand Request or taking action in connection therewith by not more than ninety (90) days registration statement if the securities that are to be covered cannot be sold pursuant to Regulation A because of the limitations applicable to the use of the Regulation A exemption. The Company provides agrees to use its best efforts to cause this registration or qualification to become effective as promptly as practicable and to keep such registration effective for a written certificate signed period of the lesser of 180 days or the date of completion of the distribution described in the Registration Statement; and its officers, directors, consultants, auditors and counsel shall cooperate in all matters necessary or advisable to pursue this objective. All of the expenses of this registration or qualification shall be borne by the Chief Executive Officer Company, including, but not limited to, legal, accounting, consulting, printing, filing and Chief Financial Officer NASD fees, out-of-pocket expenses incurred by counsel, accountants, and consultants retained by the Company and miscellaneous expenses directly related to the registration statement or offering statement and the offering, and the underwriter's accountable and nonaccountable expense allowances and fees; but the Company shall not pay any brokerage fees, commissions or underwriting discounts except to the extent they are attributable to other securities that the Company has been permitted to register or qualify or to offer in conjunction with the registration and qualification of the Option, Option Securities or the Option Securities underlying the unexercised portion of the Options. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company to the Holders, prior to the time it would otherwise have been required to file such Demand Registration Statement (by vote of its Board of Directors) or take such action pursuant to this SECTION 4.2, stating that the Board has determined any underwriter determines in good faith that it wishes to offer securities registered in the filing of such Demand Registration Statement would offering, it is required that offering expenses be seriously detrimental allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. The Majority Holder shall be entitled to exercise the rights described in this subsection 8.1 one time only. Within 10 days after the delivery by the Majority Holder to the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction (collectively, a "VALID BUSINESS REASON") and that it is therefore essential to defer the filing of the Demand Registration Statement; providednotice described above, however, that such right to delay a Demand Request shall be exercised by the Company not more than once in any twelve (12)-month period and the Company shall only have deliver written notice to all other Holders of the Options and holders of the Option Securities, if any, advising them that the Company is proceeding with a registration statement or offering statement and offering them the right to delay include the Option and Option Securities of those Holders or holders therein. If any Holder of a Demand Request so long as such Valid Business Reason exists, Option and during such timeOption Securities delivers written acceptance of that offer to the Company within 30 days after the delivery of the Company's notice, the Company may not file a shall be obligated to include that holder's Option and that holder's Option Securities in the contemplated registration statement for securities to be issued and sold for its own account or for that of anyone other than the Holdersoffering statement.

Demand Registration Right. If Upon the Company receives written request of a Majority Holder, made at any time after the date that is twelve (12) months from the Initial Closing Exercise Date, a written request (a "DEMAND REQUEST") from but before the holders of a majority of the outstanding Registrable Securities issued and outstanding at the time of such Demand Request (the "MAJORITY HOLDERS") who hold not less than 275,000 Registrable Securities at the time of such Demand Request, that the Company register any such Registrable Securities, then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request ("DEMAND REQUEST NOTICE") to all Holders of Registrable Securities. Each Demand Request Notice shall (x) specify the number of Registrable Securities that the Majority Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of such Registrable Securities and, if applicable, (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Majority Holders to be received for such Registrable Securities. Unless the Registration Statement covers an underwritten offeringExpiration Date, the Company will agree to take all actions as are necessary to keep any Registration Statement filed shall file within 90 days of such written request a registration statement or Regulation A offering statement pursuant to this Section 2(b) effective until the date on which Act, and all Registrable Securities thereunder may be sold without any restrictionnecessary amendments thereto, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144. Each Holder shall respond promptly and accurately to Company's request at reasonable intervals regarding register or qualify the amount of Registrable Option, Option Securities and any other the Option Securities underlying the unexercised portion of this Option. No additional securities of the Company then held by such Subscriber or Holder. The Company shall file, no later than forty-five (45) days following receipt of a Demand Request (the "DEMAND FILING DATE"), a Registration Statement (the "DEMAND REGISTRATION STATEMENT") covering such Registrable Securities which the Company has been so requested to register by the Majority Holders and any other holders of Registrable Securities who request, within fifteen (15) days of the mailing of the Demand Request Notice, that the Company register their Registrable Securities, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Securities in accordance with the intended method of distribution specified in such Demand Request, and use its commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC within one hundred fifty (150) days after the Demand Filing Date. If a registration pursuant to this Section 2(b) involves an underwritten public offering, any Holder requesting to be included in such registration may elect, in writing prior to statement or offering statement without the effective date written consent of the Registration Statement filed in connection with such registration, not to register such securities in connection with such registrationMajority Holder. The Company may delay making use the Regulation A exemption if available, but the Company must file a filing of a Demand Registration Statement in connection with a Demand Request or taking action in connection therewith by not more than ninety (90) days registration statement if the securities that are to be covered cannot be sold pursuant to Regulation A because of the limitations applicable to the use of the Regulation A exemption. The Company provides agrees to use its best efforts to cause this registration or qualification to become effective as promptly as practicable and to keep such registration effective for a written certificate signed period of the lesser of 180 days or the date of completion of the distribution described in the Registration Statement; and its officers, directors, consultants, auditors and counsel shall cooperate in all matters necessary or advisable to pursue this objective. All of the expenses of this registration or qualification shall be borne by the Chief Executive Officer Company, including, but not limited to, legal, accounting, consulting, printing, filing and Chief Financial Officer NASD fees, out-of-pocket expenses incurred by counsel, accountants, and consultants retained by the Company and miscellaneous expenses directly related to the registration statement or offering statement and the offering, and the underwriter's accountable and nonaccountable expense allowances and fees; but the Company shall not pay any brokerage fees, commissions or underwriting discounts except to the extent they are attributable to other securities that the Company has been permitted to register or qualify or to offer in conjunction with the registration and qualification of the Option, Option Securities or the Option Securities underlying the unexercised portion of this Option. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company to the Holders, prior to the time it would otherwise have been required to file such Demand Registration Statement (by vote of its Board of Directors) or take such action pursuant to this SECTION 4.2, stating that the Board has determined any underwriter determines in good faith that it wishes to offer securities registered in the filing of such Demand Registration Statement would offering, it is required that offering expenses be seriously detrimental allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. The Majority Holder shall be entitled to exercise the rights described in this subsection 13.1 one time only. Within 10 days after the delivery by the Majority Holder to the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction (collectively, a "VALID BUSINESS REASON") and that it is therefore essential to defer the filing of the Demand Registration Statement; providednotice described above, however, that such right to delay a Demand Request shall be exercised by the Company not more than once in any twelve (12)-month period and the Company shall only have deliver written notice to all other Holders of this Option and holders of the Option Securities, if any, advising them that the Company is proceeding with a registration statement or offering statement and offering them the right to delay include the Option and Option Securities of those Holders or holders therein. If any Holder of a Demand Request so long as such Valid Business Reason exists, Option and during such timeOption Securities delivers written acceptance of that offer to the Company within 30 days after the delivery of the Company's notice, the Company may not file a shall be obligated to include that holder's Option and that holder's Option Securities in the contemplated registration statement for securities to be issued and sold for its own account or for that of anyone other than the Holdersoffering statement.

Demand Registration Right. If Upon the Company receives written request of a Majority Holder, made at any time after the date that is twelve (12) months from the Initial Closing Exercise Date, a written request (a "DEMAND REQUEST") from but before the holders of a majority of the outstanding Registrable Securities issued and outstanding at the time of such Demand Request (the "MAJORITY HOLDERS") who hold not less than 275,000 Registrable Securities at the time of such Demand Request, that the Company register any such Registrable Securities, then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request ("DEMAND REQUEST NOTICE") to all Holders of Registrable Securities. Each Demand Request Notice shall (x) specify the number of Registrable Securities that the Majority Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of such Registrable Securities and, if applicable, (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Majority Holders to be received for such Registrable Securities. Unless the Registration Statement covers an underwritten offeringExpiration Date, the Company will agree to take all actions as are necessary to keep any Registration Statement filed shall file within 90 days of such written request, no more than once, a registration statement or Regulation A offering statement pursuant to this Section 2(b) effective until the date on which Act, and all Registrable Securities thereunder may be sold without any restrictionnecessary amendments thereto, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144. Each Holder shall respond promptly and accurately to Company's request at reasonable intervals regarding register or qualify the amount of Registrable Warrant, Warrant Securities and any other securities the Warrant Securities underlying the unexercised portion of the Company then held by such Subscriber or Holder. The Company shall file, no later than forty-five (45) days following receipt of a Demand Request (the "DEMAND FILING DATE"), a Registration Statement (the "DEMAND REGISTRATION STATEMENT") covering such Registrable Securities which the Company has been so requested to register by the Majority Holders and any other holders of Registrable Securities who request, within fifteen (15) days of the mailing of the Demand Request Notice, that the Company register their Registrable Securities, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Securities in accordance with the intended method of distribution specified in such Demand Request, and use its commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC within one hundred fifty (150) days after the Demand Filing Date. If a registration pursuant to this Section 2(b) involves an underwritten public offering, any Holder requesting to be included in such registration may elect, in writing prior to the effective date of the Registration Statement filed in connection with such registration, not to register such securities in connection with such registrationWarrant. The Company may delay making use the Regulation A exemption if available, but the Company must file a filing of a Demand Registration Statement in connection with a Demand Request or taking action in connection therewith by not more than ninety (90) days registration statement if the securities that are to be covered cannot be sold pursuant to Regulation A because of the limitations applicable to the use of the Regulation A exemption. The Company provides agrees to use its best efforts to cause this registration or qualification to become effective as promptly as practicable and to keep such registration effective for a written certificate signed period of the lesser of 180 days or the date of completion of the distribution described in the Registration Statement; and its officers, directors, consultants, auditors and counsel shall cooperate in all matters necessary or advisable to pursue this objective. All of the expenses of this registration or qualification shall be borne by the Chief Executive Officer Company, including, but not limited to, legal, accounting, consulting, printing, filing and Chief Financial Officer NASD fees, out-of-pocket expenses incurred by counsel, accountants, and consultants retained by the Company and miscellaneous expenses directly related to the registration statement or offering statement and the offering, and the underwriter's accountable and nonaccountable expense allowances and fees; but the Company shall not pay any expense allowance, brokerage fees, commissions or underwriting discounts except to the extent they are attributable to other securities that the Company has registered or qualified in conjunction with the registration and qualification of the Warrant, Warrant Securities or the Warrant Securities underlying the unexercised portion of this Warrant. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company to the Holders, prior to the time it would otherwise have been required to file such Demand Registration Statement (by vote of its Board of Directors) or take such action pursuant to this SECTION 4.2, stating that the Board has determined any underwriter determines in good faith that it wishes to offer securities registered in the filing of such Demand Registration Statement would offering, it is required that offering expenses be seriously detrimental allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. The Majority Holder shall be entitled to exercise the rights described in this subsection 13.1 one time only. Within 10 days after the delivery by the Majority Holder to the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction (collectively, a "VALID BUSINESS REASON") and that it is therefore essential to defer the filing of the Demand Registration Statement; providednotice described above, however, that such right to delay a Demand Request shall be exercised by the Company not more than once in any twelve (12)-month period and the Company shall only have deliver written notice to all other Holders of this Warrant and holders of the Warrant Securities, if any, advising them that the Company is proceeding with a registration statement or offering statement and offering them the right to delay include the Warrant and Warrant Securities of those Holders or holders therein. If any Holder of a Demand Request so long as such Valid Business Reason exists, Warrant and during such timeWarrant Securities delivers written acceptance of that offer to the Company within 30 days after the delivery of the Company's notice, the Company may not file a shall be obligated to include that holder's Warrant and that holder's Warrant Securities in the contemplated registration statement for securities to be issued and sold for its own account or for that of anyone other than the Holdersoffering statement.

Demand Registration Right. If The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Warrant and warrants of like tenor and/or the underlying Common Stock and/or the underlying securities (“Majority Holders”), agrees to register on one occasion, all or any portion of the Common Stock and/or underlying securities requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Warrants, including the Common Stock (collectively, the “Registrable Securities”). On such occasion, the Company receives at any time after will file a registration statement or a post-effective amendment to the date that is twelve (12) months from Registration Statement covering the Initial Closing Date, a written request (a "DEMAND REQUEST") from the holders of a majority of the outstanding Registrable Securities issued and outstanding at the time of such Demand Request (the "MAJORITY HOLDERS") who hold not less than 275,000 Registrable Securities at the time of such Demand Request, that the Company register any such Registrable Securities, then the Company shall, within ten (10) thirty days after receipt of the Initial Demand Notice and use its best efforts to have such Demand Request, registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Commencement Date. The Company covenants and agrees to give written notice of such request ("DEMAND REQUEST NOTICE"its receipt of any Initial Demand Notice by any Holder(s) to all other registered Holders of the Warrants of like tenor and/or the Registrable Securities within ten days from the date of the receipt of any such Initial Demand Notice. The Company shall bear all fees and expenses attendant to registering the Registrable Securities. Each Demand Request Notice shall (x) specify , including the number expenses of Registrable Securities that the Majority Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of such Registrable Securities and, if applicable, (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to any one legal counsel selected by the Majority Holders to be received for such represent them in connection with the sale of the Registrable Securities. Unless , but the Registration Statement covers an underwritten offering, the Company will agree to take all actions as are necessary to keep any Registration Statement filed pursuant to this Section 2(b) effective until the date on which all Registrable Securities thereunder may be sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144. Each Holder shall respond promptly and accurately to Company's request at reasonable intervals regarding the amount of Registrable Securities and any other securities Holders of the Company then held by such Subscriber or HolderWarrants of like tenor shall pay any and all underwriting commissions. The Company shall file, no later than forty-five (45) days following receipt of a Demand Request (agrees to use its reasonable best efforts to qualify or register the "DEMAND FILING DATE"), a Registration Statement (the "DEMAND REGISTRATION STATEMENT") covering such Registrable Securities which the Company has been so in such states as are reasonably requested to register by the Majority Holders and any other holders of Registrable Securities who request, within fifteen (15) days of the mailing of the Demand Request Notice, that the Company register their Registrable Securities, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Securities in accordance with the intended method of distribution specified in such Demand Request, and use its commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC within one hundred fifty (150) days after the Demand Filing Date. If a registration pursuant to this Section 2(b) involves an underwritten public offering, any Holder requesting to be included in such registration may elect, in writing prior to the effective date of the Registration Statement filed in connection with such registration, not to register such securities in connection with such registration. The Company may delay making a filing of a Demand Registration Statement in connection with a Demand Request or taking action in connection therewith by not more than ninety (90) days if the Company provides a written certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the Holders, prior to the time it would otherwise have been required to file such Demand Registration Statement or take such action pursuant to this SECTION 4.2, stating that the Board has determined in good faith that the filing of such Demand Registration Statement would be seriously detrimental to the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction (collectively, a "VALID BUSINESS REASON") and that it is therefore essential to defer the filing of the Demand Registration Statement; provided, however, that such right to delay a Demand Request in no event shall be exercised by the Company not more than once be required to register the Registrable Securities in any twelve a state in which such registration would cause (12)-month period and i) the Company shall only have the right to delay a Demand Request so long as be obligated to qualify to do business in such Valid Business Reason existsstate, and during such time, or would subject the Company may not file to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand rights granted under Section 16(a) to remain effective for securities to be issued and sold for its own account a period of nine consecutive months from the effective date of such registration statement or for that of anyone other than the Holderspost-effective amendment.

Demand Registration Right. If Upon the Company receives written request of a Majority Holder, made at any time after the date that is twelve (12) months from the Initial Closing Exercise Date, a written request (a "DEMAND REQUEST") from but before the holders of a majority of the outstanding Registrable Securities issued and outstanding at the time of such Demand Request (the "MAJORITY HOLDERS") who hold not less than 275,000 Registrable Securities at the time of such Demand Request, that the Company register any such Registrable Securities, then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request ("DEMAND REQUEST NOTICE") to all Holders of Registrable Securities. Each Demand Request Notice shall (x) specify the number of Registrable Securities that the Majority Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of such Registrable Securities and, if applicable, (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Majority Holders to be received for such Registrable Securities. Unless the Registration Statement covers an underwritten offeringExpiration Date, the Company will agree to take all actions as are necessary to keep any Registration Statement filed pursuant to this Section 2(b) effective until the date on which all Registrable Securities thereunder may be sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144. Each Holder shall respond promptly and accurately to Company's request at reasonable intervals regarding the amount of Registrable Securities and any other securities of the Company then held by such Subscriber or Holder. The Company shall file, no later than forty-five (45) days following receipt of a Demand Request (the "DEMAND FILING DATE"), a Registration Statement (the "DEMAND REGISTRATION STATEMENT") covering such Registrable Securities which the Company has been so requested to register by the Majority Holders and any other holders of Registrable Securities who request, file within fifteen (15) days of the mailing of the Demand Request Notice, that the Company register their Registrable Securities, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Securities in accordance with the intended method of distribution specified in such Demand Request, and use its commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC within one hundred fifty (150) days after the Demand Filing Date. If a registration pursuant to this Section 2(b) involves an underwritten public offering, any Holder requesting to be included in such registration may elect, in writing prior to the effective date of the Registration Statement filed in connection with such registration, not to register such securities in connection with such registration. The Company may delay making a filing of a Demand Registration Statement in connection with a Demand Request or taking action in connection therewith by not more than ninety (90) days of such written request a registration statement or Regulation A offering statement pursuant to the Act, and all necessary amendments thereto, to register or qualify the Warrant, Warrant Securities and the Warrant Securities underlying the unexercised portion of this Warrant. The Company may use the Regulation A exemption if available, but the Company must file a registration statement if the securities that are to be covered cannot be sold pursuant to Regulation A because of the limitations applicable to the use of the Regulation A exemption. The Company provides agrees to use its best efforts to cause this registration or qualification to become effective as promptly as practicable and to keep such registration effective for a written certificate signed period expiring on the earlier of one hundred eighty (180) days after the Effective Date or the date of completion of the distribution described in the Registration Statement; and its officers, directors, consultants, auditors and counsel shall cooperate in all matters necessary or advisable to pursue this objective. All of the expenses of this registration or qualification shall be borne by the Chief Executive Officer Company, including, but not limited to, legal, accounting, consulting, printing, filing and Chief Financial Officer NASD fees, out-of-pocket expenses incurred by counsel, accountants, and consultants retained by the Company and miscellaneous expenses directly related to the registration statement or offering statement and the offering, and the underwriter's accountable and nonaccountable expense allowances and fees; but the Company shall not pay any expense allowance, brokerage fees, commissions or underwriting discounts except to the extent they are attributable to other securities that the Company has registered or qualified in conjunction with the registration and qualification of the Warrant, Warrant Securities or the Warrant Securities underlying the unexercised portion of this Warrant. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company to the Holders, prior to the time it would otherwise have been required to file such Demand Registration Statement (by vote of its Board of Directors) or take such action pursuant to this SECTION 4.2, stating that the Board has determined any underwriter determines in good faith that it wishes to offer securities registered in the filing of such Demand Registration Statement would be seriously detrimental to the Company or would otherwise materially adversely affect a financingoffering, acquisition, disposition, merger or other material transaction (collectively, a "VALID BUSINESS REASON") and that it is therefore essential to defer required that offering expenses be allocated in a manner different from that provided above, then the filing of the Demand Registration Statement; provided, however, that such right to delay a Demand Request offering expenses shall be exercised by allocated in whatever manner is most nearly in compliance with the Company not more than once provisions set out above. The Majority Holder shall be entitled to exercise the rights described in any twelve this subsection 13.1 one (12)-month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and during such time, the Company may not file a registration statement for securities to be issued and sold for its own account or for that of anyone other than the Holders.1)

Demand Registration Right. If the Company receives at any time after the date that is twelve (12) months from the Initial Closing Effective Date, a written request (a "DEMAND REQUEST") from the holders Stockholders of a majority of the outstanding Registrable Securities issued and outstanding at the time of such Demand Request (the "MAJORITY HOLDERSSTOCKHOLDERS") who hold not less than 275,000 shares of Registrable Securities at the time of such Demand Request, that the Company register any such Registrable Securities, then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request ("DEMAND REQUEST NOTICE") to all Holders holders of Registrable Securities. Each Demand Request Notice shall (x) specify the number of Registrable Securities that the Majority Holders Stockholders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of such Registrable Securities and, if applicable, (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Majority Holders Stockholders to be received for such Registrable Securities. Unless the Registration Statement covers an underwritten offering, the Company will agree to take all actions as are necessary to keep any Registration Statement filed pursuant to this Section 2(b) 2.C. effective until the date on which all Registrable Securities thereunder may be sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144. Each Holder Stockholder shall respond promptly and accurately to Company's request at reasonable intervals regarding the amount of Registrable Securities and any other securities of the Company then held by such Subscriber or HolderStockholder. The Company shall file, no later than forty-five (45) days following receipt of a Demand Request (the "DEMAND FILING DATE"), a Registration Statement (the "DEMAND REGISTRATION STATEMENTStatement") covering such Registrable Securities which the Company has been so requested to register by the Majority Holders Stockholders and any other holders of Registrable Securities who request, within fifteen (15) days of the mailing of the Demand Request Notice, that the Company register their Registrable Securities, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request, and use its commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC within one hundred fifty (150) days after the Demand Filing Date. If a registration pursuant to this Section 2(b) SECTION 2.C. involves an underwritten public offering, any Holder Stockholder requesting to be included in such registration may elect, in writing prior to the effective date of the Registration Statement filed in connection with such registration, not to register such securities in connection with such registration. The Company may delay making a filing of a Demand Registration Statement in connection with a Demand Request or taking action in connection therewith by not more than ninety (90) days if the Company provides a written certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the HoldersStockholders, prior to the time it would otherwise have been required to file such Demand Registration Statement or take such action pursuant to this SECTION 4.22.C., stating that the Board has determined in good faith that the filing of such Demand Registration Statement would be seriously detrimental to the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction (collectively, a "VALID BUSINESS REASON") and that it is therefore essential to defer the filing of the Demand Registration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than once in any twelve (12)-month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and during such time, the Company may not file a registration statement for securities to be issued and sold for its own account or for that of anyone other than the HoldersStockholders. The Company shall only be obligated to effect one (1) Demand Request pursuant to this SECTION 2.C. The Majority Stockholders shall have the right to cancel a proposed registration of Registrable Securities pursuant to this SECTION 2.C. when the request for cancellation is based upon material adverse information relating to the Company that is different from the information known to the Majority Stockholders at the time of the Demand Request. Such cancellation of a registration shall be made in writing and shall not be counted as a Demand Request.

Demand Registration Right. If the Company receives at any time after the date that is twelve (12) months from the Initial Closing Effective Date, a written request (a "DEMAND REQUEST") from the holders Stockholders of a majority of the outstanding Registrable Securities issued and outstanding at the time of such Demand Request (the "MAJORITY HOLDERSSTOCKHOLDERS") who hold not less than 275,000 Registrable Securities at the time of such Demand Request, that the Company register any such Registrable Securities, then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request ("DEMAND REQUEST NOTICE") to all Holders Stockholders of Registrable Securities. Each Demand Request Notice shall (x) specify the number of Registrable Securities that the Majority Holders Stockholders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of such Registrable Securities and, if applicable, (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Majority Holders Stockholders to be received for such Registrable Securities. Unless the Registration Statement covers an underwritten offering, the Company will agree to take all actions as are necessary to keep any Registration Statement filed pursuant to this Section 2(b) effective until the date on which all Registrable Securities thereunder may be sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144. Each Holder Stockholder shall respond promptly and accurately to Company's request at reasonable intervals regarding the amount of Registrable Securities and any other securities of the Company then held by such Subscriber or HolderStockholder. The Company shall file, no later than forty-five (45) days following receipt of a Demand Request (the "DEMAND FILING DATE"), a Registration Statement (the "DEMAND REGISTRATION STATEMENTStatement") covering such Registrable Securities which the Company has been so requested to register by the Majority Holders Stockholders and any other holders Stockholders of Registrable Securities who request, within fifteen (15) days of the mailing of the Demand Request Notice, that the Company register their Registrable Securities, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request, and use its commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC within one hundred fifty (150) days after the Demand Filing Date. If a registration pursuant to this Section 2(b) 3.B. involves an underwritten public offering, any Holder Stockholder requesting to be included in such registration may elect, in writing prior to the effective date of the Registration Statement filed in connection with such registration, not to register such securities in connection with such registration. The Company may delay making a filing of a Demand Registration Statement in connection with a Demand Request or taking action in connection therewith by not more than ninety (90) days if the Company provides a written certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the HoldersStockholders, prior to the time it would otherwise have been required to file such Demand Registration Statement or take such action pursuant to this SECTION 4.23.B., stating that the Board has determined in good faith that the filing of such Demand Registration Statement would be seriously detrimental to the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction (collectively, a "VALID BUSINESS REASON") and that it is therefore essential to defer the filing of the Demand Registration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than once in any twelve (12)-month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and during such time, the Company may not file a registration statement for securities to be issued and sold for its own account or for that of anyone other than the HoldersStockholders. The Company shall only be obligated to effect one (1) Demand Request pursuant to this SECTION 3.B. The Majority Stockholders shall have the right to cancel a proposed registration of Registrable Securities pursuant to this SECTION 3.B when the request for cancellation is based upon material adverse information relating to the Company that is different from the information known to the Majority Stockholders at the time of the Demand Request. Such cancellation of a registration shall be made in writing and shall not be counted as a Demand Request.

Demand Registration Right. If the Company receives at At any time after April 30, 2004, the date that is twelve (12) months from Holder shall have the Initial Closing Date, right to provide to the Company a written request (a "DEMAND REQUEST") from the holders of a majority of the outstanding Registrable Securities issued and outstanding at the time of such Demand Request (the "MAJORITY HOLDERS") who hold not less than 275,000 Registrable Securities at the time of such Demand Request, that the Company register any such file a registration statement under the Securities Act covering the registration of some or all of the Holder’s Registrable Securities, then the . The Company shall, within ten (10) days subject to the limitations of this Section 2, use its best efforts to file a registration statement as soon as practicable after the receipt of such Demand Requestnotice, give written notice of such request ("DEMAND REQUEST NOTICE") relating to all Holders of Registrable Securities. Each Demand Request Notice shall (x) specify the number of Registrable Securities that the Majority Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of such Registrable Securities and, if applicable, (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Majority Holders to be received for such Registrable Securities. Unless the Registration Statement covers an underwritten offering, the Company will agree to take all actions as are necessary to keep any Registration Statement filed pursuant to this Section 2(b) effective until the date on which all Registrable Securities thereunder may be sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144. Each Holder shall respond promptly and accurately to Company's request at reasonable intervals regarding the amount of Registrable Securities and any other securities of the Company then held by such Subscriber or Holder. The Company shall file, no later than forty-five (45) days following receipt of a Demand Request (the "DEMAND FILING DATE"), a Registration Statement (the "DEMAND REGISTRATION STATEMENT") covering such Registrable Securities which the Company has been so requested to register by the Majority Holders and any other holders of Registrable Securities who request, within fifteen (15) days of the mailing of the Demand Request Notice, that the Company register their Registrable Securities, providing for the registration under the Securities Act of such all Registrable Securities which the Holder requests to the extent necessary to permit the disposition of such Securities in accordance with the intended method of distribution specified in such Demand Request, and use its commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC within one hundred fifty (150) days after the Demand Filing Datebe registered. If the Holder intends to distribute the Registrable Securities covered by their request by means of an underwriting, the Holder shall so advise the Company as a registration part of its request made pursuant to this Section 2(b2. The underwriter will be selected by Holder and shall be reasonably acceptable to the Company. In such event, the right of Holder to include Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Holder’s Registrable Securities in the underwriting to the extent provided herein. The Holder shall (together with the Company if required) involves enter into an underwritten public offeringunderwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2, any if the underwriter advises the Holder requesting in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Holder’s Registrable Securities that may be included in such registration may electthe underwriting shall be allocated among the Holder and the Company, in writing prior to the effective date of the Registration Statement filed in connection with such registration, not to register such securities in connection with such registration. The Company may delay making a filing of a Demand Registration Statement in connection with a Demand Request or taking action in connection therewith by not more than ninety (90) days if the Company provides desires to include shares in the underwritten offering, in proportion as the underwriters may advise. Notwithstanding the foregoing, if the Company shall furnish to Holder requesting a written registration statement pursuant to this Section 2, a certificate signed by the President or Chief Executive Officer and Chief Financial Officer of the Company to the Holders, prior to the time it would otherwise have been required to file such Demand Registration Statement or take such action pursuant to this SECTION 4.2, stating that in the Board has determined in good faith that judgment of the filing board of such Demand Registration Statement directors of the Company, it would be seriously detrimental to the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction (collectively, a "VALID BUSINESS REASON") and that its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Demand Registration StatementCompany shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Holder; provided, however, that such right to delay a Demand Request shall be exercised by the Company may not utilize this right more than once in any twelve (12)-month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and during such time, the Company may not file a registration statement for securities to be issued and sold for its own account or for that of anyone other than the Holders12) month period.

Demand Registration Right. If (i) The Company covenants and agrees with (i) each Holder of BACI Registrable Securities that if on or after 12 months following the consummation of an Initial Public Offering, the Company receives at any time after the date that is twelve (12) months from the Initial Closing Date, a written request (a "DEMAND REQUEST") from the holders Holders of not less than a majority of the then outstanding BACI Registrable Securities issued Securities, and outstanding at (ii) each Holder of Non-BACI Registrable Securities, that if on or after 180 days following the time consummation of such Demand Request (an Initial Public Offering, the "MAJORITY HOLDERS") who hold Company receives a written request from Holders of not less than 275,000 a majority of the then outstanding BACI Registrable Securities at the time of such Demand Request, that the Company register any such or Non-BACI Registrable Securities, as the case may be, then the Company shall, within ten sixty (1060) days after receipt of such Demand Requestnotice (the 60th day after such notice, give written notice of such request (the "DEMAND REQUEST NOTICEFiling Date") the Company shall use its best efforts to all Holders of Registrable Securities. Each Demand Request Notice shall file a Registration Statement and cause such Registration Statement to become effective under the Securities Act at the earliest possible date after such notice (xsuch date, the "Effectiveness Date") specify with respect to the number of Registrable Securities that the Majority Holders intend to sell or dispose of, (y) state the intended method or methods of offering and sale or other disposition of such BACI Registrable Securities and, if applicable, (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Majority Holders to be received for such or Non-BACI Registrable Securities. Unless , as the Registration Statement covers an underwritten offeringcase may be, the Company will agree as such Holders desire to take all actions as are necessary to keep any Registration Statement filed pursuant to this Section 2(b) effective until the date on which all Registrable Securities thereunder may be sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144. Each Holder shall respond promptly and accurately to Company's request at reasonable intervals regarding the amount of Registrable Securities and any other securities of the Company then held have covered by such Subscriber or HolderRegistration Statement. The Company shall file, no later than forty-five (45) days following receipt use its best efforts to continuously maintain the effectiveness of a Demand Request (the "DEMAND FILING DATE"), a such Registration Statement until the earlier of (the "DEMAND REGISTRATION STATEMENT"i) covering such Registrable Securities which the Company has been so requested to register by the Majority Holders and any other holders of Registrable Securities who request, within fifteen (15) days of the mailing of the Demand Request Notice, that the Company register their Registrable Securities, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Securities in accordance with the intended method of distribution specified in such Demand Request, and use its commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC within one hundred fifty (150) 270 days after the Demand Filing Date. If a registration pursuant to this Section 2(b) involves an underwritten public offering, any Holder requesting to be included in such registration may elect, in writing prior to the effective date of the Registration Statement filed in connection with or (ii) the consummation of the distribution by the Holders of all of the Registrable Securities covered by such Registration Statement (the "Effectiveness Period"). If such Registration is an underwritten registration, not to register such securities in connection with such registration. The Company may delay making a filing of a Demand Registration Statement in connection with a Demand Request or taking action in connection therewith by not more than ninety (90) days if and the managing underwriters thereof advise the Company provides a written certificate signed by in writing that in their opinion the Chief Executive Officer and Chief Financial Officer number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company to will include in such registration (i) first, the Holders, prior to the time it would otherwise have been required to file such Demand Registration Statement or take such action Registrable Securities pursuant to this SECTION 4.2Section 2.1 requested to be included in such registration and (ii) second, stating that other securities requested to be included in such registration pro rata among the Board has determined in good faith that the filing holders of such Demand Registration Statement would be seriously detrimental securities on the basis of the number of shares owned by each such holder. Notwithstanding anything in this Agreement to the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction (collectively, a "VALID BUSINESS REASON") and that it is therefore essential to defer the filing of the Demand Registration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than once in any twelve (12)-month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and during such time, the Company may not file a registration statement for securities to be issued and sold for its own account or for that of anyone other than the Holders.contrary,

Demand Registration Right. If the Company receives at any time after the date that is twelve (12) months from the Initial Closing Date, a written request (a "DEMAND REQUEST") from the holders of a majority of the outstanding Holder holding Demand Registrable Securities issued and outstanding at the time of such Demand Request (the "MAJORITY HOLDERS") who hold not less than 275,000 Registrable Securities at the time of such Demand Request, requests in writing that the Company register any such Registrable Securities, then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request ("DEMAND REQUEST NOTICE") to all Holders of Registrable Securities. Each Demand Request Notice shall (x) specify the number of Registrable Securities that the Majority Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of such Registrable Securities and, if applicable, (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Majority Holders to be received for such Registrable Securities. Unless the Registration Statement covers an underwritten offering, the Company will agree to take all actions as are necessary to keep any Registration Statement filed pursuant to this Section 2(b) effective until the date on which all Registrable Securities thereunder may be sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144. Each Holder shall respond promptly and accurately to Company's request at reasonable intervals regarding the amount of Registrable Securities and any other securities of the Company then held by such Subscriber or Holder. The Company shall file, no later than forty-five (45) days following receipt of effect a Demand Request (the "DEMAND FILING DATE"), a Registration Statement (the "DEMAND REGISTRATION STATEMENT") covering such Registrable Securities which the Company has been so requested to register by the Majority Holders and any other holders of Registrable Securities who request, within fifteen (15) days of the mailing of the Demand Request Notice, that the Company register their Registrable Securities, providing for the registration under the Securities Act to register for resale all or part of such Holder’s Demand Registrable Securities to Securities, the extent necessary to permit the disposition of such Securities in accordance with the intended method of distribution specified in such Demand Request, and Company will use its commercially reasonable efforts to have (A) cause the shares of Demand Registrable Securities specified in such request to be so registered as promptly as practicable, so as to permit the sale of such shares by such requesting Holder in the manner specified in such request (provided such manner is consistent with the plan of distribution set forth in the Stockholder Questionnaire), (B) prepare and file on a registration statement (the “Demand Registration Statement”) under the Securities Act to effect such registration and effect all such qualifications and compliances as may be so reasonably requested and as are necessary to permit or facilitate the sale and distribution of all or such portion of the Holder’s Demand Registrable Securities and (C) keep such registration, and any qualification, exemption or compliance under state securities laws which the Company determines to obtain or which the Company obtains at the request of a Holder pursuant to Section 6.4(g) of the Agreement, continuously effective with respect to a Holder, and to keep such Registration Statement declared effective by and the SEC within one hundred fifty (150) days after related prospectus free of any material misstatements or omissions; provided, however, that the Demand Filing Date. If a registration Company shall not be obligated to file or effect any such registration, qualification or compliance pursuant to this Section 2(b) involves an underwritten public offering, any Holder requesting to be included in such registration may elect, in writing prior to the effective date of the Registration Statement filed in connection with such registration, not to register such securities in connection with such registration. The Company may delay making a filing of a Demand Registration Statement in connection with a Demand Request or taking action in connection therewith by not more than ninety (90) days Exhibit D if the Company provides shall furnish to the Holder a written certificate signed by the Chief Executive Officer and Chief Financial Officer President of the Company to the Holders, prior to the time it would otherwise have been required to file such Demand Registration Statement or take such action pursuant to this SECTION 4.2, stating that in the good faith judgment of the Board has determined in good faith that of Directors of the filing of such Demand Registration Statement Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed or would otherwise materially adversely affect a financingeffected at such time, acquisition, disposition, merger or other material transaction (collectively, a "VALID BUSINESS REASON") and that it is therefore essential in which event the Company shall have the right to defer the filing or effectiveness of the registration statement for a period of not more than 90 days after providing notice under this Exhibit D; provided, further, that the Company shall not utilize this right more than twice in any calendar year (so long as there is at least a 45 day period between such restrictions). Notwithstanding the foregoing, for each Holder the Company will only be required to effect a registration under this Exhibit D once in any 12-month period. The Company shall maintain the effectiveness of such Demand Registration Statement until the Demand Registrable Securities held by the Holder have been sold or the securities registered thereunder are no longer Demand Registrable Securities. The provisions of Section 6.4(b) through 6.4(j), 6.6, Section 6.7 and 6.10 are incorporated herein by reference as if the Demand Registrable Securities are Registrable Securities and the Demand Registration Statement is a Registration Statement; provided, however, that such right to delay . Each Holder listed as a selling stockholder on any Demand Request shall be exercised by Registration Statement will reimburse the Company not more than once (on a pro rata basis based on the number of Demand Registrable Securities listed in any twelve (12)-month period such Demand Registration Statement) for the Company’s out-of-pocket expenses in connection with preparing, filing and maintaining such Demand Registration Statement, and the Company shall only have related prospectus. Notwithstanding the right to delay a Demand Request so long as such Valid Business Reason exists, and during such timeforegoing, the Company may not file will have no obligation to effect a registration statement under this Exhibit D for securities to be issued and sold for its own account a Holder if including such Holder on the Demand Registration Statement would prevent the Company from using Form S-3 (or for that of anyone other than the Holdersany successor form) in connection with such Demand Registration Statement.