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

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Restricted Stock then outstanding Registrable Securities request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Securities specified in such notice; provided, however, that the shares of Registrable Securities for which registration has been requested have a reasonably anticipated aggregate offering price to the public of at least $3,000,000. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted StockRegistrable Securities, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Restricted Stock then outstanding Registrable Shares request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Shares held by such requesting holder or holders, having an estimated market value of at least $1,000,000 at time of such request and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best commercially reasonable efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Shares specified in such notice. Whenever the Company is required by this Section 6 5 to use its best commerically reasonable efforts to effect the registration of Restricted StockRegistrable Shares, each of the procedures and requirements of Section 4 3 (including but not limited to the requirement that the Company notify all holders of Restricted Stock Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 5, and registrations effected provided, further, however, that the requirements contained in the first sentence of Section 3(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 5. Notwithstanding anything to the contrary in this Section 5, the Company shall not be required to effect more than one registration pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively5 in any six (6) month period.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder Right Holder or holders of Restricted Stock then outstanding Right Holders request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Shares held by such requesting holder Right Holder or holdersRight Holders which have an expected aggregate offering price of at least $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto (utilizing Rule 415, if so requested), for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Shares specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted StockRegistrable Shares, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock Right Holders from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 6, and provided, further, however, that the requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6. Notwithstanding anything to the contrary in this Section 6, the Company shall not be required to effect more than two registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectivelyin any 12 month period.

Registration on Form S-3. Subject In addition to Section 13(f) of this Agreementthe rights provided in Sections 4.1 and 4.2, if at any time (i) a holder or holders any Investor who owns more than twenty percent (20%) of Restricted the Common Stock then outstanding request of the Company requests that the Company file a registration statement on Form S-3 or any comparable or successor form thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder or holders, the reasonably anticipated aggregate offering price to the public of which would exceed $5,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any comparable or successor form thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any comparable or successor thereto form thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Securities specified in such notice. Whenever the Company is required by this Section 6 4.3 to use its best efforts to effect the registration of Restricted StockRegistrable Securities, each of the procedures and requirements of Section 4 (including Sections 4.1 and 4.4, including, but not limited to to, the requirement that the Company notify all holders of Restricted Stock Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) , shall apply to such registration; , provided, however, that there the Company shall not be no limitation on the number of obligated to effect more than two (2) registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively4.3 in any twelve (12) month period.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Preferred Shares or Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 6, and registrations effected pursuant provided, further, however, that the requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject In addition to Section 13(f) of this Agreementthe rights provided in Sections 4.1 and 4.2, if at any time (i) a the holder or holders of Restricted Stock Registrable Securities then outstanding request that the Company file a registration statement on Form S-3 or any comparable or successor form thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder or holders, the reasonably anticipated aggregate offering price to the public of which would exceed $2,500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any comparable or successor form thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any comparable or successor thereto form thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Securities specified in such notice. Whenever the Company is required by this Section 6 4.3 to use its best efforts to effect the registration of Restricted StockRegistrable Securities, each of the procedures and requirements of Section 4 (including Sections 4.1 and 4.4, including, but not limited to to, the requirement that the Company notify all holders of Restricted Stock Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) , shall apply to such registration; , provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected 4.3 except that the Company shall not be required to effect more than one (1) registration pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively4.3 in any twelve (12) month period.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Preferred Shares, Warrants or Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice, provided, however, that the Company shall not be required to effect a registration pursuant to this Section 6 more than once in any 12-month period. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 6, and registrations effected pursuant provided, further, however, that the requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f(a) of this AgreementIf, if at any time following the revocation of the Shelf Registration Statement referred to in Section 7, (i) a any holder or holders of Restricted Stock then outstanding the Registrable Securities request that the Company file a registration statement on Form S-3 or any comparable or successor form thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000 and (ii) the Company is a registrant entitled to use Form S-3 or any comparable or successor form thereto to register such shares, then the Company shall use its best all reasonable efforts to register under the Securities Act on Form S-3 or any comparable or successor thereto form thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Securities specified in such notice. Whenever the Company is required by this Section 6 5 to use its best all reasonable efforts to effect the registration of Restricted StockRegistrable Securities, each of the procedures and requirements of Section 4 (including 4, including, but not limited to to, the requirement that the Company notify all holders of Restricted Stock Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering (provided, however that holders shall have no more than twenty (20) days to reply to the Company's notice in order to participate in the offering) ), shall apply to such registration; , provided, however, that there shall be no limitation on the number of registrations on Form S-3 which more than one registration during any nine month period may be requested and obtained under this Section 6 and registrations effected pursuant to 5. Notwithstanding any other provision of this Section 6 5, the Company shall not be counted as demands obligated to register any Preferred Shares for registration or registrations effected sale pursuant to Sections 4 or 5, respectivelyany such registration.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) one or more Holders request in a holder or holders of Restricted Stock then outstanding request written notice that the Company file a registration statement on Form S-3 (or any successor thereto thereto) for a public offering of all or any portion of the shares of Restricted Stock Registrable Shares held by such requesting holder or holdersHolder(s), the reasonably anticipated aggregate price to the public of which would exceed $5,000,000, and (ii) the Company is a registrant entitled to use Form S-3 (or any successor thereto thereto) to register the offer and sale of such sharesshares in accordance with the intended manner of disposition thereof, then the Company shall use its best efforts to promptly register under the Securities Act on a registration on Form S-3 (or any successor thereto thereto), for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Shares specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted StockRegistrable Shares, each of the procedures and requirements of Section 4 (including but not limited to (i) the requirement that the Company notify all holders other Holders of Restricted Stock Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering, (ii) the provisions regarding allocations in Section 4(d) and (iii) the last sentence of Section 4(a)) shall apply to such registration; , provided, however, that there the Company shall not be no limitation on required to effect more than two registrations in any twelve-month period under this Section 6, and provided, further, however, that the number requirements contained in the first sentence of registrations Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (ia)(i) a holder or holders of Restricted Stock then outstanding (other than the Series D Investors) request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000; or (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (iib) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including including, but not limited to to, the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that there the requirements contained in Section 4(a) and Section 4(b) shall be no limitation on the number of registrations not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Preferred Shares or Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 6, and registrations effected pursuant provided, further, however, that the requirements contained in the first sentence of Section 4(a) shall not apply to any, registration on Form S-3 which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time prior to November 6, 2001 (i) a holder Holder or holders Holders of Restricted Stock then outstanding Registrable Shares request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Shares held by such requesting holder Holder or holdersHolders, the reasonably anticipated aggregate price to the public of at least $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Shares specified in such notice. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted StockRegistrable Shares, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders Holders of Restricted Stock Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of up to five (5) registrations on Form S-3 which may be requested and obtained under this Section 6 6, and registrations effected the Company shall not be obligated to register Registrable Shares pursuant to this Section 6 on more than one occasion per twelve (12) month period, and provided, further, however, that the requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectivelyrequested and obtained under this Section 6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holdersholders and the reasonably anticipated aggregate price to the public of such shares of Restricted Stock equals or exceeds $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 2.6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 2.4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 2.6; and provided, further, however, that the requirements contained in the first sentence of Section 2.4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 2.6. Notwithstanding anything to the contrary in this Section 2.6, the Company shall not be required to effect more than two registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively2.6 in any 12 month period.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if at any time If (i) a holder Holder or holders Holders of Restricted Stock then outstanding Registrable Shares request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Shares held by such requesting holder Holder or holdersHolders, the reasonably anticipated aggregate price to the public of at least $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Shares specified in such notice. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted StockRegistrable Shares, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders Holders of Restricted Stock Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of up to five (5) registrations on Form S-3 which may be requested and obtained under this Section 6 6, and registrations effected the Company shall not be obligated to register Registrable Shares pursuant to this Section 6 on more than one occasion per twelve (12) month period, and provided, further, however, that the requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectivelyrequested and obtained under this Section 6.

Registration on Form S-3. Subject (a) In addition to Section 13(fthe rights provided in Sections 3.3 and 3.4, subject to a limit of two (2) of this Agreementregistrations hereunder in any twelve (12) month period, if at any time (i) a any holder or holders of Restricted Stock then outstanding the Registrable Securities request that the Company file a registration statement on Form S-3 or any comparable or successor form thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would be at least $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any comparable or successor form thereto to register such shares, then the Company shall use its commercially reasonable best efforts to register under the Securities Act on Form S-3 or any comparable or successor thereto form thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Securities specified in such notice. Whenever the Company is required by this Section 6 3.5 to use its commercially reasonable best efforts to effect the registration of Restricted StockRegistrable Securities, each of the procedures and requirements of Section 4 (3.3, including but not limited to the requirement that the Company notify all holders of Restricted Stock Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) , shall apply to such registration; , provided, however, that except as provided above, there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected 3.5. Notwithstanding any other provision of this Section 3.5, if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, such limitation will be imposed pro rata with respect to all Registrable Securities whose holders have requested inclusion in such registration pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively3.5.

Registration on Form S-3. Subject (a) In addition to Section 13(f) of this Agreementthe rights provided in Sections 2.3 and 2.4, if at any time (i) a holder one or more holders of Restricted Stock Registrable Securities constituting at least fifty percent (50%) of the total shares of Registrable Securities then outstanding request requests that the Company file a registration statement on Form S-3 or any comparable or successor form thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would be at least $5,000,000 (before deducting any Selling Expenses), and (ii) the Company is a registrant entitled to use Form S-3 or any comparable or successor form thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any comparable or successor thereto form thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Securities specified in such notice. Whenever the Company is required by this Section 6 2.5 to use its best efforts to effect the registration of Restricted StockRegistrable Securities, each of the procedures and requirements of Section 4 (including 2.3, including, but not limited to to, the cut-back provisions and the requirement that the Company notify all holders of Restricted Stock Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) , shall apply to such registration; provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 2.5 during any twelve (12)-month period shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectivelyexceed two (2).

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Restricted the Preferred Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 4 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 2 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there the Company shall not be no limitation on obligated to effect any such registration pursuant to the number conditions in Section 2(a)(i), in the event that the Company shall furnish the certification described in Section 2(a)(ii), or more than once in any twelve month period, and provided, further, however, that the requirements contained in the first sentence of registrations Section 2(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively4.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time after the date hereof, (i) a holder Holder or holders of Restricted Stock then outstanding Holders request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Registrable Stock held by such requesting holder Holder or holdersHolders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best commercially reasonably efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Registrable Stock specified in such notice. Whenever the Company is required by this Section 6 5 to use its best commercially reasonable efforts to effect the registration of Restricted Registrable Stock, each of the procedures procedures, requirements and requirements limitations of Section 4 3 not otherwise addressed in this Section 5 (including but not limited to the requirement that the Company notify all holders of Restricted Stock Holders from whom notice has not been received and provide them with the opportunity to participate in the offeringoffering and the requirements of subparagraph (b) of Section 3 but not including the limitations on the number of registrations the Company is obligated to make under subparagraph (b) of Section 3) shall apply to such registration; provided, however, that there . There shall be no limitation limit on the number of registrations on Form S-3 of Registrable Stock which may the Company shall be requested and obtained under this Section 6 and registrations effected obligated to effect pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Restricted Stock then outstanding Registrable Securities request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Securities specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted StockRegistrable Securities, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there the Company shall be no limitation obligated to register Registrable Securities pursuant to this Section 6 on one occasion only, and provided, further, however, that the number requirements contained in the first sentence of registrations Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject In addition to the rights set forth in Section 13(f) of this Agreement4, if at any time (i) a holder or holders of Preferred Securities or Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, which registration statement may be a shelf registration statement, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register within 30 days of such request under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 6, and registrations effected pursuant provided, further, however, that the requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (ia) a holder or holders of Restricted Stock then outstanding request any Holder requests in writing that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder or holders, Holder and (iib) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such sharesthereto, then the Company shall use its best efforts to register cause to be filed for registration under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such noticerequest, including, without limitation, pursuant to Rule 415 under the Securities Act, the number of shares of Restricted Stock Registrable Securities specified in such noticerequest. Whenever the Company is required by this Section 6 5.5 to use its best efforts to effect the cause to be filed for registration of Restricted StockRegistrable Securities, each of the limitations, procedures and requirements of Section 4 5.3(b), (c), (e) and (f) (including but not limited to the requirement that the Company notify all holders of Restricted Stock Holders from whom notice a request has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that there shall be no limitation on the number . Any underwritten offering of registrations on Form S-3 which may be requested and obtained Registrable Securities pursuant to a registration statement filed under this Section 6 5.5 which permits offers and registrations effected sales pursuant to Rule 415 under the Securities Act shall, in each case, be for the Minimum Amount of Registrable Securities. Any registration requested pursuant to this Section 6 5.5 shall not be counted as demands for registration or registrations effected considered a request pursuant to Sections 4 or 5, respectivelySection 5.3.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of at least two-thirds (66-2/3%) of the Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, where the anticipated aggregate price to the public of such Restricted Stock to be registered is at least $ 1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto form thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively.this

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or ------------------------ holders of Preferred Shares or Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and the Founder and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no -------- ------- limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 6, and registrations effected pursuant provided, further, however, that the -------- ------- ------- requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Restricted Stock then outstanding the Warrant Shares request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Warrant Shares held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Warrant Shares specified in such notice. Whenever the Company is required by this Section 6 4 to use its best efforts to effect the registration of Restricted StockWarrant Shares, each of the procedures and requirements of Section 4 2 (including but not limited to the requirement that the Company notify all holders of Restricted Stock Warrant Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there the Company shall not be no limitation on obligated to effect any such registration pursuant to the number conditions in Section 2(a)(i), in the event that the Company shall furnish the certification described in Section 2(a)(ii), or more than once in any twelve month period, and provided, further, however, that the requirements contained in the first sentence of registrations Section 2(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively4.

Registration on Form S-3. Subject (a) In addition to Section 13(fthe rights provided in Sections 3.3 and 3.4, subject to a limit of one (1) registration hereunder in any six (6) month period by holders of this AgreementRegistrable Series D Securities and one (1) registration hereunder in any six (6) month period by holders of other Registrable Securities, if at any time (i) a any holder or holders of Restricted Stock then outstanding the Registrable Securities request that the Company file a registration statement on Form S-3 or any comparable or successor form thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any comparable or successor form thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any comparable or successor thereto form thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Securities specified in such notice. Whenever the Company is required by this Section 6 3.5 to use its best efforts to effect the registration of Restricted StockRegistrable Securities, each of the procedures and requirements of Section 4 (3.3, including but not limited to the requirement that the Company notify all holders of Restricted Stock Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) , shall apply to such registration; provided, howeverPROVIDED, HOWEVER, that except as provided above, there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively3.5.

Registration on Form S-3. Subject to Section 13(f(a) of this Agreement, if If at any time (i) a holder Holder or holders Holders of Restricted Stock then outstanding request Registrable Shares requests that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Shares held by such requesting holder Holder or holdersHolders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Shares specified in such notice. Whenever the Company is required by this Section 6 4 to use its reasonable best efforts to effect the registration of Restricted StockRegistrable Shares, each of the procedures and requirements of Section 4 2 (including but not limited to the requirement that the Company notify all holders Holders of Restricted Stock Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that there shall be no limitation on the number of or registrations on Form S-3 which may be requested issued and obtained under this Section 6 4; and registrations effected pursuant provided, further, however, that the requirements contained in the first sentence of Section 2(a) shall not apply to any registration on Form S-3 which may be requested under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively4.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder one or holders of more Investors who holds Restricted Stock then outstanding request that the Company file a registration statement Registration Statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonable anticipated aggregate price to the public which would exceed $2,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 2.5 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 2.3 (including but not limited to the requirement that the Company notify all holders of Restricted Stock Investors from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 2.5; and registrations effected provided further, however, that in any Registration Statement requested pursuant to this Section 6 2.5, the Company shall not be counted entitled to include for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as demands for registration or registrations effected pursuant and to Sections 4 or 5the extent that, respectivelyif such method of disposition shall be an underwritten public offering, in the opinion of the managing underwriter such inclusion would adversely affect the marketing of the Restricted Stock to be sold.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time prior to December 31, 2007 (i) a holder Holder or holders Holders of Restricted Stock then outstanding Registrable Shares request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Shares held by such requesting holder Holder or holdersHolders, with a reasonably anticipated aggregate price to the public of at least $500,000; and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Shares specified in such notice. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted StockRegistrable Shares, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders Holders of Restricted Stock Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that there shall be no limitation on the number of up to five (5) registrations on Form S-3 which may be requested and obtained under this Section 6 6, and registrations effected the Company shall not be obligated to register Registrable Shares pursuant to this Section 6 on more than one occasion per twelve (12) month period; and provided, further, that the requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectivelyrequested and obtained under this Section 6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Preferred Shares or Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $4,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, howeverPROVIDED, HOWEVER, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 6, and registrations effected pursuant PROVIDED, FURTHER, HOWEVER, that the requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 6, and registrations effected pursuant provided, further, however, that the requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f(a) of this Agreement, if If at any time (i) a holder or the holders of Restricted Stock the Registrable Securities constituting at least twenty percent (20%) of the total Registrable Securities then outstanding request that the Company file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000 and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such shares, then the Company shall use its best efforts to register the offer and resale of the number of shares of Registrable Securities specified in such notice under the Securities Act on Form S-3 or any successor thereto form thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 6.5 to use its best efforts to effect the registration of Restricted StockRegistrable Securities, each of the applicable procedures and requirements of Section 4 (including Sections 6.3 and 6.4, including, but not limited to to, the requirement that the Company notify all holders of Restricted Stock Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering (provided, however, that holders shall have no more than fifteen (15) days to reply to the Company’s notice in order to participate in the offering) ), shall apply to such registration; provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of ------------------------ Preferred Shares or Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that there shall be no -------- ------- limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 6; and registrations effected pursuant provided, further, however, that the -------- ------- ------- requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; providedPROVIDED, howeverHOWEVER, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or the holders of Restricted Stock representing at least 10% in interest of the total shares of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice; provided that the anticipated aggregate offering price in each registration on Form S-3 shall exceed at least $1,000,000. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock (including Preferred Shares) from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 6, and provided, further, however, that the requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6. Notwithstanding anything to the contrary in this Section 6, the Company shall not be required to effect more than two (2) registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectivelyin any calendar year.

Registration on Form S-3. Subject to Section 13(f(a) of this Agreement, if If at any time after the date hereof, (i) a holder Holder or holders of Restricted Stock then outstanding Holders request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Registrable Stock held by such requesting holder Holder or holdersHolders, the reasonably anticipated aggregate price to the public of such shares would exceed $500,000 and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Registrable Stock specified in such notice. Whenever the Company is required by this Section 6 5 to use its best efforts to effect the registration of Restricted Registrable Stock, each of the procedures procedures, requirements and requirements limitations of Section 4 3 (including but not limited to the requirement that the Company notify all holders of Restricted Stock Holders from whom notice has not been received and provide them with the opportunity to participate in the offeringoffering and the requirements of subparagraph (b)) shall apply to such registration; provided, however, that -------- ------- there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 5, except that the Company shall not be counted as demands for obligated to effect more than two registrations under this Section 5 in any twelve (12) month period; and provided, further, that -------- ------- the $2,000,000 minimum dollar amount set forth in the first sentence of Section 3(a) shall not apply to any registration or registrations effected pursuant to Sections 4 or on Form S-3 which may be requested and obtained under this Section 5, respectively.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Investor Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Investor Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Investor Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Investor Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock (including the Founders) from whom notice has not been received and provide them (including the Founders) with the opportunity to participate in the offering) shall apply to such registration; provided, howeverPROVIDED, HOWEVER, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected provided further that each registration pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5at least, respectivelyin the aggregate, a minimum of $1,000,000.

Registration on Form S-3. (a) Subject to Section 13(f) of this Agreement7(b), if at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 7 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 5 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that that, subject to Section 7(b), there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 7, and registrations effected pursuant provided, further, that the requirements contained in the first sentence of Section 5(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively7.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, provided that the reasonably anticipated aggregate price to the public of such shares of Restricted Stock equals or exceeds $1,000,000 and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of ------------------------ Preferred Shares or Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock and Warrants from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number -------- ------- of registrations on Form S-3 which may be requested and obtained under this Section 6 6, and registrations effected pursuant provided, further, however, that the requirements contained in -------- ------- ------- the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a the public offering re-sale of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public re-sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to (i) the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offeringoffering and (ii) an underwriter cutback) shall apply to such registration; , provided, however, that there the requirements contained in the first sentence of Section 4(a) shall be no limitation on the number of registrations not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 and 6. Notwithstanding anything to the contrary in this Section 6, the Company shall not be required to effect more than two registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectivelyin any 12 month period and in no event more than six in the aggregate.

Registration on Form S-3. Subject to Section 13(f) a limit of this Agreementtwo registrations hereunder in any 12 month period, if at any time (i) a holder or holders of Restricted Stock (excluding the holders of Insider Shares) constituting at least twenty-five percent (25%) of the total shares of Restricted Stock then outstanding (excluding Insider Shares) request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (4, including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering; provided, however that holders shall have no more than ten (10) days to reply to the Company's notice in order to participate in the offering), shall apply to such registration; provided, howeverPROVIDED, HOWEVER, that except as provided above there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 6, and registrations effected pursuant PROVIDED, FURTHER, HOWEVER, that the requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holdersholders having an aggregate purchase price (based on the market price or fair value at the time of such request) of at least $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 4 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 2 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there the requirements contained in the first sentence of Section 2(a) shall be no limitation on the number of registrations not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 and registrations effected 4. Notwithstanding anything to the contrary in this Section 4, the Company shall not be required to effect more than one (1) registration pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectivelyin any six-month period.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, howeverPROVIDED, HOWEVER, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Preferred Shares or Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, howeverPROVIDED, HOWEVER, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 6, and registrations effected pursuant PROVIDED, FURTHER, HOWEVER, that the requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f(a) of this Agreement, if If at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 4 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 2 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, howeverPROVIDED, HOWEVER, that there shall be no limitation on the number of more than two (2) registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectivelywithin any twelve (12) month period preceding the date of such request.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of ------------------------ Restricted Stock constituting at least 20% of the total shares of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 4 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 2 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of more -------- ------- than two registrations on Form S-3 which may be requested and obtained effected under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectivelyin any twelve (12) month period.

Registration on Form S-3. Subject to Section 13(f(a) of this Agreement, if If at any time (i) a holder or holders ------------------------ of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, -------- however, that there shall be no limitation on the number of registrations on ------- Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Preferred Shares, Warrants or Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 7 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 5 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there the requirements contained in the first sentence of Section 5(a) shall be no limitation on the number of registrations not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively7.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Preferred Shares or Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of registrations on Form S-3 which maybe requested and obtained under this Section 6, except that the Company shall not be required to effect a registration pursuant to this Section 6 more than once in any 6-month period, and provided, further, however, that the requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time prior to November 6, 2001 (i) a holder Holder or holders Holders of Restricted Stock then outstanding Registrable Shares request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Shares held by such requesting holder Holder or holdersHolders, the reasonably anticipated aggregate price to the public of at least $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Shares specified in such notice. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted StockRegistrable Shares, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders Holders of Restricted Stock Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of up to five (5) registrations on Form S-3 which may be requested and obtained under this Section 6 6, and registrations effected the Company shall not be obligated to register Registrable Shares pursuant to this Section 6 on more than one occasion per twelve (12) month period, and provided, further, -------- ------- however, that the requirements contained in the first sentence of Section 4(a) ------- shall not apply to any registration on Form S-3 which may be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectivelyrequested and obtained under this Section 6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Restricted Stock then outstanding Securities request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Securities held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Securities specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted StockSecurities, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) offering shall apply to such registration; , provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 (except that the Company shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively.required to

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time time: (i) a holder or holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, holders having an aggregate value of at least $500,000 (based on the then current market price or fair value); and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such sharesshare for resale, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto for public sale in accordance with the method of disposition specified in such noticethereto, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 4 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 2 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that there . The holders of Restricted Stock shall be no limitation on the entitled to request an unlimited number of registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 4; provided that, the Company shall not be counted as demands for registration or required to affect more than two (2) registrations effected pursuant to Sections this Section 4 or 5, respectivelyin any twelve (12) month period and the Company shall not be required to effect a registration pursuant to this Section 4 within 180 days of the effective date of any registration referred to in Section 2 above.

Registration on Form S-3. Subject to Section 13(f) The holders of this Agreement, if Registrable Shares ------------------------ may request at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares Registrable Shares provided that (i) the reasonably anticipated aggregate price to the public of Restricted Stock held the Registrable Shares to be offered would exceed $30,000,000 (or such lower amount in the case of a request by such requesting the holder or holdersto register the balance of the Registrable Shares), and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such sharesRegistrable Shares. Promptly following receipt of any notice under this Section 4, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto form thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Shares specified in such notice. Whenever the Company is required by this Section 6 4 to use its best efforts to effect the registration of Restricted StockRegistrable Shares, each of the procedures and requirements of Section 4 3 and 5 (including but not limited to the requirement that the Company notify all holders of Restricted Stock Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering, subject to the priority provisions set forth therein) shall apply to such registration; provided, however, that there shall be . There is no limitation limit on the number of registrations on Form S-3 which may requests that can be requested and obtained under this Section 6 and registrations effected made pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant 4, subject to Sections 4 or 5, respectivelysuch requests meeting the requirements set forth above.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Senior Preferred Shares or Senior Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Senior Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Senior Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 4 to use its best efforts to effect the registration of Senior Restricted Stock, each of the procedures and requirements of Section 4 2 (including but not limited to the requirement that the Company notify all holders of Preferred Shares or Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that there shall be no limitation on the . The Senior Preferred Purchasers may request an unlimited number of registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected 4. For purposes of clarification, a registration statement filed pursuant to this Section 6 4 shall not be counted as demands for registration or registrations effected pursuant subject to Sections 4 or 5, respectivelythe incidental rights described in Section 3.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there the Company shall be no limitation obligated to register Restricted Stock pursuant to this Section 6 on one occasion only, and provided, further, however, that the number requirements contained in the first sentence of registrations Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Preferred Shares or Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 7 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 5 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, howeverPROVIDED, HOWEVER, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 7 (except that no more than two such registrations may be requested in any twelve-month period), and registrations effected pursuant PROVIDED, FURTHER, HOWEVER, that the requirements contained in the first sentence of Section 5(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively7.

Registration on Form S-3. Subject to Section 13(f(a) of this Agreement, if If at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 4 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 2 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of more than two (2) registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectivelywithin any twelve (12) month period preceding the date of such request.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Restricted the Preferred Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 4 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 2 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, howeverprovided , however , that there the Company shall not be no limitation on obligated to effect any such registration pursuant to the number conditions in Section 2(a)(i), in the event that the Company shall furnish the certification described in Section 2(a)(ii), or more than once in any twelve month period, and provided , further , however , that the requirements contained in the first sentence of registrations Section 2(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively4.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time prior to December 31, 2007 (i) a holder Holder or holders Holders of Restricted Stock then outstanding Registrable Shares request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Shares held by such requesting holder Holder or holdersHolders, the reasonably anticipated aggregate price to the public of at least $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Shares specified in such notice. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted StockRegistrable Shares, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders Holders of Restricted Stock Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of up to five (5) registrations on Form S-3 which may be requested and obtained under this Section 6 6, and registrations effected the Company shall not be obligated to register Registrable Shares pursuant to this Section 6 on more than one occasion per twelve (12) month period, and provided, further, however, that the requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectivelyrequested and obtained under this Section 6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holdersholders and the reasonably anticipated aggregate price to the public of such shares of Restricted Stock equals or exceeds $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 2.5 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 2.3 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 2.5; and provided, further, however, that the requirements contained in the first sentence of Section 2.3(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 2.5. Notwithstanding anything to the contrary in this Section 2.5, the Company shall not be required to effect more than two registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively2.5 in any 12 month period.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Preferred Shares or Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 4(c) (including but not limited to the requirement that the Company notify all holders of Restricted Stock and Warrants from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 6, and registrations effected pursuant provided, further, however, that the requirements contained in the first sentence of Section 4(a)(i) and 4(b)(i) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders ------------------------ of Preferred Shares or Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of -------- ------- registrations on Form S-3 which may be requested and obtained under this Section 6 6, and registrations effected pursuant provided, further, however, that the requirements contained in the first -------- ------- ------- sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject (a) In addition to Section 13(fthe rights provided in Sections 4.3 and 4.4, subject to a limit of one (1) of this Agreementregistration hereunder in any six (6) month period, if at any time (i) a any holder or holders of Restricted Stock then outstanding the Registrable Securities request that the Company file a registration statement on Form S-3 or any comparable or successor form thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any comparable or successor form thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any comparable or successor thereto form thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Securities specified in such notice. Whenever the Company is required by this Section 6 4.5 to use its best efforts to effect the registration of Restricted StockRegistrable Securities, each of the procedures and requirements of Section 4 (4.3, including but not limited to the requirement that the Company notify all holders of Restricted Stock Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) , shall apply to such registration; , provided, however, that except as provided above, there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively4.5.

Registration on Form S-3. Subject to Section 13(f(a) of this Agreement, if If at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; providedPROVIDED, howeverHOWEVER, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. (a) Subject to Section 13(f) of this Agreement6(b), if at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that that, subject to Section 6(b), there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 6, and registrations effected pursuant provided, further, that the requirements contained in the first sentence of Section 4(b) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public (net of underwriting discounts and commissions) of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, howeverPROVIDED, HOWEVER, that there the requirements contained in the first sentence of Section 4(a) and in the last sentence of Section 4(b) shall be no limitation on the number of registrations not apply to any registration on Form S-3 which that may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Preferred Shares or Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 6; and registrations effected pursuant provided, further, however, that the requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder one or holders more Investors who in the aggregate hold at least 10% of the total Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor successors thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonable anticipated aggregate price to the public which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor successors thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 2.5 to use its best efforts to effect the registration of such Restricted Stock, each of the procedures and requirements of Section 4 2.3 (including but not limited to the requirement that the Company notify all holders of of, in this case, Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 2.5 and provided further, however, that the requirements contained in the first sentence of Section 2.3(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 2.5. Notwithstanding anything to the contrary in this Section 2.5, the Company shall not be required to effect more than two registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively2.5 in any twelve month period.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time prior to December 31, 2007 (i) a holder Holder or holders Holders of Restricted Stock then outstanding Registrable Shares request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Shares held by such requesting holder Holder or holdersHolders, with a reasonably anticipated aggregate price to the public of at least $500,000; and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Shares specified in such notice. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted StockRegistrable Shares, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders Holders of Restricted Stock Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that there shall -------- ------- be no limitation on the number of up to five (5) registrations on Form S-3 which may be requested and obtained under this Section 6 6, and registrations effected the Company shall not be obligated to register Registrable Shares pursuant to this Section 6 on more than one occasion per twelve (12) month period; and provided, further, that the requirements contained -------- ------- in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectivelyrequested and obtained under this Section 6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Restricted Stock then outstanding request Securityholder Shares requests that the Company file a registration statement on Form S-3 (or any successor thereto thereto) for a public offering of all or any portion of the shares of Restricted Stock Securityholder Shares held by such requesting holder or holders, holder and (ii) the Company is a registrant entitled to use Form S-3 (or any successor thereto thereto) to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 (or any successor thereto thereto), for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Securityholder Shares specified in such notice. Whenever the Company is required by this Section 6 8(d) to use its best efforts to effect the registration of Restricted StockSecurityholder Shares, each of the procedures and requirements of Section 4 8(b) hereof (including but not limited to the requirement that the Company notify all holders of Restricted Stock Securityholder Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that there shall be no limitation on the number of registrations on Form S-3 (or any successor thereto) which may be requested and obtained under this Section 6 12(d), except that not more than two (2) such registrations shall occur within any twelve-month period; and registrations effected pursuant provided further that the requirements contained in the first sentence of Section 8(b) hereof shall not apply to any registration on Form S-3 (or any successor thereto) which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively8(d).

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time after the Effective Date (iA) a holder or holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (iiB) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 6, and registrations effected pursuant provided, further, however, that the requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a sale or public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then than the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 4 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 2 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, howeverPROVIDED, HOWEVER, that there shall be no limitation on the total number of registrations on Form S-3 which may be requested and obtained under this Section 6 4 shall be three, and registrations effected pursuant PROVIDED, FURTHER, HOWEVER, that the requirements contained in the first sentence of Section 2(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively4.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of ------------------------ Preferred Shares, Warrants or Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $250,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no ----------------- limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 6, and registrations effected pursuant provided, further, however, that the --------------------------- requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S- which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Restricted Stock then outstanding request any Stockholder requests that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Securities held by such requesting holder or holders, the reasonable anticipated aggregate price to the public which would exceed $5,000,000 (based on the then current public market price) and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Securities specified in such notice. Whenever the Company is required by this Section 6 5.3 to use its best efforts to effect the registration of Restricted StockSecurities, each of the procedures and requirements of Section 4 5.1 (including including, but not limited to to, the requirement that the Company notify all holders of Restricted Stock Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that there shall be no limitation on the number of registrations on Form S-3 or any successor thereto which may be requested and obtained pursuant to this Section 5.3; provided, further, that the Company shall not be required to effect more than two registrations pursuant to this Section 5.3 within any 12 month period; and provided, further, that the requirements contained in the first sentence of Section 5.1(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively5.3.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $750,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice; provided that the anticipated aggregate offering price in each registration on Form S-3 shall exceed $1,000,000. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 6, and registrations effected pursuant provided, further, however, that the requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time after the date hereof (i) a holder Holder or holders of Restricted Stock then outstanding Holders request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Registrable Stock held by such requesting holder Holder or holdersHolders, the reasonably anticipated aggregate proceeds of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Registrable Stock and Founder Registrable Stock specified in such notice. Whenever the Company is required by this Section 6 4 to use its best efforts to effect the registration of Restricted Registrable Stock and Founder Registrable Stock, each of the procedures procedures, requirements and requirements limitations of Section 4 2 (including -5- 6 but not limited to the requirement that the Company notify all holders of Restricted Stock Holders from whom notice has not been received and provide them with the opportunity to participate in the offeringoffering and the requirement of subparagraph (b)) shall apply to such registration; provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 4; and registrations effected pursuant provided, further, however, that the $10,000,000 minimum dollar amount set forth in the first sentence of Section 2(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively4.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Restricted the Common Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 4 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 2 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there the Company shall not be no limitation on obligated to effect any such registration pursuant to the number conditions in Section 2(a)(i), in the event that the Company shall furnish the certification described in Section 2(a)(ii), or more than once in any twelve month period, and provided, further, however, that the requirements contained in the first sentence of registrations Section 2(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively4.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Preferred Shares or Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register within 30 days of such notice (unless the Company is required to conduct an audit of its financial statements, in which case the Company shall use its best efforts to effect such registration as promptly as is practical after such 30-day period) under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, howeverPROVIDED, HOWEVER, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 6, and registrations effected pursuant PROVIDED, FURTHER, HOWEVER, that the requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or ------------------------ holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $2,500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale Public Sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 paragraph (b) to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 paragraph (a) (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected paragraph (b). Notwithstanding the other provision of this paragraph (b), the Company need not register any proposed distribution of Restricted Stock for a holder or holders if the shares of Restricted Stock proposed to be distributed could be sold by such requesting holder or holders within three months of such request pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectivelyRule 144.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Preferred Shares or Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 shall be limited to two (2) within any one (1) year period, and registrations effected pursuant provided, further, however, that the requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Preferred Shares or Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there the Company shall not be no limitation on required to effect more than two registrations in any twelve-month period under this Section 6, and provided, further, however, that the number requirements contained in the first sentence of registrations Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Preferred Shares or Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 (but no more than two per 12-month period), and registrations effected pursuant provided, further, however, that the requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.

Registration on Form S-3. Subject to Section 13(f) of this Agreement, if If at any time (i) a holder or holders of Preferred Shares or Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any any, successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 6, and registrations effected pursuant provided, further, however, that the requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively6.