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

Registration on Form S-3. (a) After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Agreement, the holders of Registrable Securities shall have the right to request registrations on Form S-3 or any comparable or successor form. Each such request shall be in writing and shall state the anticipated number of shares of Registrable Securities to be disposed of and the anticipated gross proceeds of such shares, and the intended methods of disposition of such shares by such holder or holders, including whether such resales are to be made on a delayed or continuous basis pursuant to Rule 415. The Company shall not be obligated to effect any registration pursuant to this Section 3 if (i) the holder of Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock (if any) on Form S-3 at an aggregate price to the public of less than $500,000, or (ii) in the event that the Company shall furnish the certification described in Subsection 1(b)(ii) or Subsection 1(c) (but subject to the limitations set forth therein), or (iii) the Company will be required to obtain an audit (other than for its normal year-end audit) for such registration to become effective. The Company shall only be required to effect two (2) registrations of Registrable Securities pursuant to this Section 3 in each calendar year, provided, however, that if the offering is to be effected on a continuous or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-days, then the Company shall not be required to effect another registration in that calendar year.

Registration on Form S-3. If at any time after the first anniversary of the Closing Date (a) After any Holder requests in writing that the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Agreement, the holders of Registrable Securities shall have the right to request registrations file a registration statement on Form S-3 or any comparable successor thereto for a public offering of all or successor form. Each such request shall be in writing and shall state any portion of the anticipated number of shares of Registrable Securities held by such requesting Holder and (b) the Company is a registrant entitled to be disposed of and use Form S-3 or any successor thereto, then the anticipated gross proceeds of such sharesCompany shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, and for public sale in accordance with the intended methods method of disposition of specified in such shares by such holder or holdersrequest, including whether such resales are to be made on a delayed or continuous basis including, without limitation, pursuant to Rule 415415 under the Securities Act, the Registrable Securities specified in such request. The Whenever the Company is required by this Section 6.3 to use its best efforts to effect the registration of Registrable Securities, each of the limitations, procedures and requirements of Section 6.1(b), (e) and (f) (including but not limited to the requirement that the Company notify all Holders from whom a request has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. Notwithstanding the foregoing, the Company shall not be obligated to effect any registration such registration, qualification or compliance pursuant to this Section 3 if 6.3: (i) if the holder of Registrable SecuritiesHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock securities (if any) on Form S-3 at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000, or 10,000,000; (ii) in the event that if the Company shall furnish has, within the certification described in Subsection 1(b)(ii) or Subsection 1(c) (but subject to twelve-month period preceding the limitations set forth therein)date of such request, or already effected two registration on Form S-3 on behalf of the Holders; (iii) in any jurisdiction in which the Company will would be required to obtain an audit (other than for its normal year-end audit) for qualify to do business or to execute a general consent to service of process in effecting such registration to become effective. The Company shall only be required to effect two (2) registrations of Registrable Securities pursuant to this Section 3 in each calendar year, provided, however, that if the offering is to be effected on a continuous qualification or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-days, then the Company shall not be required to effect another registration in that calendar year.compliance;

Registration on Form S-3. (a) After its initial public offering, the Company shall use its best efforts to qualify for registration on Form S-3 under the Securities Act or any other applicable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this AgreementSection 2, the holders Holders of Registrable Securities shall have the right to request registrations on Form S-3 or any comparable or successor form. Each (such request requests shall be in writing and shall state the anticipated number of shares of Registrable Securities to be disposed of and the anticipated gross proceeds of such shares, and the intended methods of disposition of such shares by such holder Holder or holdersHolders); provided, including whether such resales are to be made on a delayed or continuous basis pursuant to Rule 415. The however, that the Company shall not be obligated to use its best efforts to effect any registration pursuant to this Section 3 if such registration: (i) if the holder of Registrable SecuritiesHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock securities (if any) on Form S-3 at an aggregate price to the public of less than One Million Dollars ($500,000, or 1,000,000); (ii) in the event that the Company shall furnish the certification described in Subsection 1(b)(ii) or Subsection 1(cSection 2.1(b) (but subject to the limitations set forth therein), or ; (iii) if in any six (6) month period, the Company will has already effected one (1) registration in such period which has been declared or ordered effective; (iv) if the Company has already effected a total of three (3) such registrations within one hundred eighty (180) days of the effective date of any other Company registration statement (other than on Form S-8 or Form S-3 with respect to employees’ stock); or (v) in any particular jurisdiction in which the Company would be required to obtain an audit (other than for its normal year-end audit) for qualify to do business or to execute a general consent to service of process in effecting such registration to become effective. The Company shall only be required to effect two (2) registrations of Registrable Securities pursuant to this Section 3 in each calendar yearregistration, provided, however, that if the offering is to be effected on a continuous qualification or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-days, then the Company shall not be required to effect another registration in that calendar yearcompliance.

Registration on Form S-3. (a) After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Agreement, the The holders of Registrable Securities shall have may at any time and from time to time, request in writing that the right to request registrations Company register the resale of any or all of such Registrable Securities on Form S-3 or any comparable or successor form. Each similar short-form registration which may be available at such time ("FORM S-3"); provided, however, that the Company shall not be obligated to effect such request shall be in writing and shall state through an underwritten offering. Upon receipt of such written request, the anticipated number Company will promptly give written notice of shares the proposed registration to all other holders of Registrable Securities to be disposed Securities, and, as soon as practicable thereafter, effect the registration of and the anticipated gross proceeds all or such portion of such sharesholder's or holders' Registrable Securities as are specified in such request, and together with all or such portion of the intended methods Registrable Securities of disposition any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such shares by such holder or holderswritten notice from the Company; provided, including whether such resales are to be made on a delayed or continuous basis pursuant to Rule 415. The however, that the Company shall not be obligated to effect any such registration pursuant to this Section 3 if 2.3: (i) if Form S-3 is not available for such offering; or (ii) if the holder holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock securities (if any) on Form S-3 at an any aggregate price to the public of less than $500,000, or (ii) in the event that the Company shall furnish the certification described in Subsection 1(b)(ii) or Subsection 1(c) (but subject to the limitations set forth therein), or (iii) the Company will be required to obtain an audit (other than for its normal year-end audit) for such registration to become effective. The Company shall only be required to effect two (2) registrations of Registrable Securities Registrations effected pursuant to this Section 3 in each calendar year, provided, however, that if the offering is to be effected on a continuous or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-days, then the Company 2.3 shall not be required counted as Demand Registrations effected pursuant to effect another registration in that calendar yearSection 2.1.

Registration on Form S-3. (a) After the Company has qualified for the use of Form S-3, and for so long as the Company continues to be so qualified, in addition to the rights contained in the foregoing provisions of this Agreement, the holders of the Registrable Securities shall have the right to request registrations on Form S-3 or any comparable or successor form. Each such request shall be in writing and shall state the anticipated number of shares of Registrable Securities to be disposed of and of, the anticipated gross proceeds of such sharesthe offering, and the intended methods of disposition of such shares by such holder or holders, including whether such resales sales are to be made on a delayed or continuous basis pursuant to Rule 415. The Company shall not be obligated to effect any registration pursuant to this Section 3 if (i) the holder holders of Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock (if any) on Form S-3 at an aggregate price to the public of less than $500,000, or (ii) in the event that the Company shall furnish the certification described delay or defer registration in Subsection 1(b)(iiaccordance with Section 1.4(ii) or Subsection 1(c) (but subject to the limitations set forth therein)Section 1.5, or (iii) the Company will be required to obtain an audit (other than for its normal year-end audit) for such registration to become effective. The Company shall only be required to effect two (2) registrations of Registrable Securities pursuant to this Section 3 in each calendar year, provided, however, that if the offering is to be effected on a continuous or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-180 days, then the Company shall not be required to effect another registration in that calendar year.

Registration on Form S-3. (a) After In case the Company has qualified for shall receive from any Initiating Holder a written request that the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Agreement, the holders of Registrable Securities shall have the right to request registrations Company file a registration statement on Form S-3 (or any comparable successor form to Form S-3), or successor form. Each such request shall be in writing and shall state the anticipated number any similar short form registration statement, for a public offering of shares of the Registrable Securities to be disposed of and the anticipated gross proceeds of such shares, and the intended methods of disposition of such shares by such holder or holders, including whether such resales are to be made on a delayed or continuous basis pursuant to Rule 415. The Company shall not be obligated to effect any registration pursuant to this Section 3 if (i) the holder of Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock (if any) on Form S-3 at an aggregate price to the public of less than which would exceed $500,0003,000,000, or (ii) in the event that and the Company shall furnish is a registrant entitled to use Form S-3 to register the certification described in Subsection 1(b)(ii) or Subsection 1(c) (but subject to the limitations set forth therein)Registrable Securities for such an offering, or (iii) the Company will be required promptly give written notice of the proposed registration, and any related qualification and compliance, to obtain an audit (other than for its normal year-end audit) for all Holders of Registrable Securities and as soon as practicable use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portions of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. If such offer is to become effectivebe an underwritten offer, the underwriters must be reasonably acceptable to both the Initiating Holder(s) and the Company. The Company shall only inform the other Holders of the proposed registration and offer them the opportunity to participate. In the event the registration is proposed to be required part of a firm commitment underwritten public offering, the substantive provisions of Section 5.1(b) shall be applicable to effect two (2) registrations of Registrable Securities each such registration initiated under this Section 5.3. Registrations effected pursuant to this Section 3 in each calendar year, provided, however, that if the offering is to be effected on a continuous or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-days, then the Company 5.3 shall not be required counted as demands for registration or registrations effected pursuant to effect another registration in that calendar yearSection 5.1 or 5.2, respectively.

Registration on Form S-3. Subject to the limit of one registration hereunder in any 12 month period, if at any time (ai) After a holder or holders of Restricted Stock (excluding the Founders) then outstanding request that the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Agreement, the holders of Registrable Securities shall have the right to request registrations file a registration statement on Form S-3 or any comparable successor thereto for a public offering of all or successor form. Each such request shall be in writing and shall state any portion of the anticipated number of shares of Registrable Securities to be disposed of and the anticipated gross proceeds of such shares, and the intended methods of disposition of such shares Restricted Stock held by such requesting holder or holders, including whether such resales are to be made on a delayed or continuous basis pursuant to Rule 415. The Company shall not be obligated to effect any registration pursuant to this Section 3 if (i) the holder of Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock (if any) on Form S-3 at an reasonably anticipated aggregate price to the public of less than which would exceed $500,000, or 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 event 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 furnish the certification described in Subsection 1(b)(ii) or Subsection 1(c) (but subject apply to the limitations set forth therein), or (iii) the Company will be required to obtain an audit (other than for its normal year-end audit) for such registration to become effective. The Company shall only be required to effect two (2) registrations of Registrable Securities pursuant to this Section 3 in each calendar yearregistration, provided, however, that if except as provided above there shall be no limitation on the offering is to number of registrations on Form S-3 that may be effected on a continuous or delayed basis pursuant to Rule 415 (or any successor rule)requested and obtained under this Section 6; and provided further, and the registration statement is kept effective for a period in excess of 180-days, then that the Company shall have the right to defer initiation of any filing of such a Form S-3 for a single period of not more than ninety (90) days after receipt of the request of the holders of Restricted Stock requesting registration under this Section 6, if the Company shall furnish to such holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be required seriously detrimental to effect another the Company and its shareholders for such registration statement to be filed, provided that such right to delay a request shall be exercised by the Company no more than once in that calendar yearany one-year period.

Registration on Form S-3. If at any time (ai) After a holder or holders of Registerable Stock request that the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Agreement, the holders of Registrable Securities shall have the right to request registrations file a registration statement on Form S-3 or any comparable successor thereto for a public offering of all or any portion of the shares of Registerable 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 form. Each thereto to register such request shares, then the Company shall be use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in writing and shall state accordance with the anticipated method of disposition specified in such notice, the number of shares of Registrable Securities Registerable Stock specified in such notice. Whenever the Company is required by this Section 5 to use its best efforts to effect the registration of Registerable Stock, each of the procedures and requirements of Section 3 (including but not limited to the requirement that the Company notify all holders of Registerable 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 (i) the Company shall be disposed of and the anticipated gross proceeds of such shares, and the intended methods of disposition of such shares by such holder or holders, including whether such resales are obligated to be made on a delayed or continuous basis register Registerable Stock pursuant to Rule 415. The this Section 5 on one occasion per calendar year only, (ii) 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 and (iii) the Company shall not be obligated to effect any registration register Registerable Stock pursuant to this Section 3 5, if (i) in the holder opinion of Registrable Securities, together with counsel acceptable to the Company and the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other Registerable Stock the shares of Common Registerable Stock (if any) intended to be included in a registration on Form S-3 at an aggregate price pursuant to the public terms of less than $500,000, or (ii) in this Section 5 are saleable under Rule 144 of the event that Securities Act within a period of four months from the Company shall furnish date the certification described in Subsection 1(b)(ii) or Subsection 1(c) (but subject holders give notice of their intention to the limitations set forth therein), or (iii) the Company will be required to obtain an audit (other than for its normal year-end audit) for such registration to become effective. The Company shall only be required to effect two (2) registrations register shares of Registrable Securities Registerable Stock pursuant to this Section 3 in each calendar year, provided, however, that if the offering is to be effected on a continuous or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-days, then the Company shall not be required to effect another registration in that calendar year5.

Registration on Form S-3. (a) After its initial public offering, the Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this AgreementSection 1, all Holders of at least 5% of the holders of Senior Registrable Securities shall have the right to request registrations on Form S-3 or any comparable or successor form. Each (such request requests shall be in writing and shall state the anticipated number of shares of Senior Registrable Securities to be disposed of and the anticipated gross proceeds of such shares, and the intended methods of disposition of such shares by such holder Holder or holdersHolders); provided, including whether such resales are to be made on a delayed or continuous basis pursuant to Rule 415. The however, that the Company shall not be obligated to effect any such registration pursuant to this Section 3 if (i) if the holder of Registrable SecuritiesHolders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock securities (if any) on Form S-3 at an aggregate price to the public of reasonably anticipated to be less than $500,000, or 30,000,000 (ii) in the event that circumstances described in clauses (A) and (C) of Section 1.2(a)(ii) (but not paragraphs (B) or (D) thereof), (iii) if the Company shall furnish the certification described in Subsection 1(b)(ii) or Subsection 1(cSection 1.2(b) (but subject to the limitations set forth therein), or (iiiiv) if, in a given twelve-month period, the Company will be required to obtain an audit (other than for its normal year-end audit) for such registration to become effective. The Company shall only be required to effect has effected two (2) such registrations in such period. If a request complying with the requirements of Registrable Securities pursuant to this Section 3 in each calendar year1.5 is delivered to the Company, provided, however, that if the offering is provisions of Sections 1.2(a)(i) and (ii) and Section 1.2(b) hereof shall apply to be effected on a continuous or delayed basis pursuant to Rule 415 (or any successor rule), and such registration. If the registration statement is kept effective for a period in excess an underwritten offering, the provisions of 180-days, then the Company Sections 1.2(c) and 1.2(d) hereof shall not be required apply to effect another registration in that calendar yearsuch registration.

Registration on Form S-3. (a) After The Company shall use commercially reasonable efforts to remain qualified for registration on Form S-3 or any comparable or successor form or forms. So long as the Company has is qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this AgreementSection 1.1, the holders of Registrable Securities Initiating Holders shall have the right to request registrations of Registrable Securities on Form S-3 or any comparable or successor form. Each (a "Requested Registration") (such request requests shall be in writing and shall state the anticipated number of shares of Registrable Securities to be disposed of and the anticipated gross proceeds of such shares, and the intended methods of disposition of such shares by such holder Holder or holdersHolders, including whether such resales are to be made on a delayed or continuous basis pursuant to Rule 415. The an underwritten offering or otherwise), provided, however, that the Company shall not be obligated to effect any registration pursuant to this Section 3 if such Requested Registration (i) if the holder of Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, Holders propose to sell Registrable Securities and such other shares of Common Stock securities (if any) on Form S-3 at an aggregate offering price to the public of less than $500,000l0,000,000 (such price to be determined as of the filing of the registration statement on Form S-3), or (ii) in the event that circumstances described in Section 1.2(c), (iii) if the Company shall furnish the certification described in Subsection 1(b)(ii) or Subsection 1(cSection 1.2(b)(ii) (but subject to the limitations set forth therein), or (iiiiv) if the Company will has effected one (1) such Requested Registration within the preceding six months and such Requested Registration has been declared effective by the Securities and Exchange Commission and remained effective for 60 days (which number of days need not be required successive) or such lesser amount of time necessary to obtain an audit (other than for its normal year-end audit) for such registration to become effective. The Company shall only be required to effect two (2) registrations sell all of the Registrable Securities pursuant to this Section 3 in each calendar year, provided, however, that if the offering is to be effected on a continuous or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-days, then the Company shall not be required to effect another registration in that calendar yearregistered thereby.

Registration on Form S-3. (a) After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Agreement, If at any time the holders of at least twenty percent (20%) of the Registrable Securities shall have Shares then owned beneficially or of record by Investors and Investor Transferees request that the right to request registrations Company file a registration statement on Form S-3 or any comparable successor thereto for a public offering of all or successor form. Each such request shall be in writing and shall state any portion of the anticipated number of shares of Registrable Securities to be disposed of and the anticipated gross proceeds of such shares, and the intended methods of disposition of such shares Shares held by such requesting holder or holders, including whether such resales are to be made on a delayed or continuous basis pursuant to Rule 415. The Company shall not be obligated to effect any registration pursuant to this Section 3 if (i) the holder of Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock (if any) on Form S-3 at an reasonably anticipated aggregate price to the public (net of less than underwriting discounts and commissions) of which would exceed $500,0002,000,000, and the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use all commercially reasonable 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 Registrable Shares specified in such notice. Whenever the Company is required by this Section 1.5 to use all reasonable efforts to effect the registration of Registrable Shares, each of the procedures and requirements of Section 1.3 (ii) in including but not limited to the event requirement that the Company notify all holders of Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall furnish apply to such registration. The Company shall be obligated to register Registrable Shares pursuant to this Section 1.5 on two occasions; provided, however, that such obligation shall be deemed satisfied only when a registration statement or statements covering all shares of Registrable Shares specified in notices received as aforesaid, for sale in accordance with the certification described in Subsection 1(b)(ii) or Subsection 1(c) (but subject to method of disposition specified by the limitations set forth therein)requesting holders, or (iii) the Company will be required to obtain an audit (other than for its normal year-end audit) for such registration to shall have become effective. The Company shall only be required will use its commercially reasonable efforts to effect two (2) registrations maintain the effectiveness of Registrable Securities pursuant to this Section 3 in each calendar year, provided, however, that if the offering is to be effected on a continuous or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective Form S-3 for a period in excess of up to one hundred eighty (180-days, then ) days or such earlier time as all of the Company shall not be required to effect another registration in that calendar yearRegistrable Shares have been sold.

Registration on Form S-3. (a) After its initial public offering ("IPO"), the Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms pursuant to Rule 415 promulgated under the Securities Act or any successor rule thereto. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this AgreementSection 1, the holders any Holder of Registrable Securities shall have the right to request registrations on Form S-3 or any comparable or successor form. Each (such request requests shall be in writing and shall state the anticipated number of shares of Registrable Securities to be disposed of and the anticipated gross proceeds of such shares, and the intended methods of disposition of such shares by such holder Holder or holdersHolders), including whether such resales are to be made on a delayed or continuous basis pursuant to Rule 415. The provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 3 if (i) for Holders of Minority Shareholder Registrable Securities (A) unless the holder IPO is an offering for equity securities in which gross proceeds to the Company therefrom are at least $20,000,000 or (B) more than once; (ii) for Holders of Registrable SecuritiesSeries A Convertible Securities (A) unless such Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock (if any) on Form S-3 securities at an aggregate price to the public of less than $500,000, 500,000 or (iiB) in a given 12 month period the Company has previously effected one such registration for such Holders; (iii) for Holders of Series B Convertible Securities (A) unless such Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell such securities at an aggregate price to the public of less than $500,000 or (B) in a given 12 month period the Company has previously effected one such registration for such Holders; or (iv) in the event that the Company shall furnish the certification described in Subsection 1(b)(ii) or Subsection 1(cSection 1.3(a)(ii) (but subject to the limitations set forth thereintherein and excluding the Company's rights under Section 1.3(a)(ii)(B), or (iii) the Company will be required to obtain an audit (other than for its normal year-end audit) for such registration to become effective. The Company shall only be required to effect two (2) registrations of Registrable Securities pursuant to this Section 3 in each calendar year, provided, however, that if the offering is to be effected on a continuous or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-days, then the Company shall not be required to effect another registration in that calendar year.

Registration on Form S-3. If at any time (a) After a Series A Preferred Shareholder or Significant Common Shareholder requests that the Company has qualified file a registration statement on Form S-3 or any successor to Form S-3 for a public offering of all or any portion of the shares of Registrable Securities held by such requesting Series A Preferred Shareholder(s) or Significant Common Shareholder(s), the reasonably anticipated aggregate price to the public of which would exceed the lesser of $5,000,000 or the balance of such Holder’s Registrable Securities, and (b) the Company is a registrant entitled to use of Form S-3 or any successor to Form S-3 to register such shares, then the Company shall use commercially reasonable efforts to register under the Securities Act on Form S-3 or any successor to Form S-3, for public sale in addition to accordance with the rights contained method of disposition specified in the foregoing provisions of this Agreementsuch notice, the holders number of shares of Registrable Securities specified in such notice. Whenever the Company is required by this Section 2.4 to use its commercially reasonable efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.2 (including but not limited to the requirement that the Company notify all Holders of Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) shall have apply to such registration, provided, however, there shall be no limitation on the right to request number of registrations on Form S-3 or any comparable or successor form. Each such request shall to Form S-3 which may be in writing requested and shall state the anticipated number of shares of Registrable Securities to be disposed of and the anticipated gross proceeds of such shares, and the intended methods of disposition of such shares by such holder or holders, including whether such resales are to be made on a delayed or continuous basis pursuant to Rule 415. The Company shall not be obligated to effect any registration pursuant to obtained under this Section 3 if (i) the holder of Registrable Securities2.4, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock (if any) on Form S-3 at an aggregate price to the public of less than $500,000, or (ii) in the event provided that the Company shall furnish the certification described in Subsection 1(b)(ii) or Subsection 1(c) (but subject to the limitations set forth therein), or (iii) the Company will be required to obtain an audit (other than for its normal year-end audit) for such registration to become effective. The Company shall only be required to effect two (2) registrations of Registrable Securities pursuant to this Section 3 in each calendar year, provided, however, that if the offering is to be effected on a continuous or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-days, then the Company shall not be required to effect another registration more than two (2) registrations on Form S-3 or any successor to Form S-3 pursuant to this Section 2.4 in that calendar yearany twelve (12) month period. If the selling Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to this Section 2.4.

Registration on Form S-3. (a) After If any of the Series B Holders or the Series C Holders request that the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Agreement, the holders of Registrable Securities shall have the right to request registrations file a registration statement on Form S-3 (or any comparable or successor form. Each such request shall be in writing and shall state the anticipated number form to Form S-3) for a public offering of shares of the Registrable Securities to be disposed of and the reasonably anticipated gross proceeds of such shares, and the intended methods of disposition of such shares by such holder or holders, including whether such resales are to be made on a delayed or continuous basis pursuant to Rule 415. The Company shall not be obligated to effect any registration pursuant to this Section 3 if (i) the holder of Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock (if any) on Form S-3 at an aggregate price to the public of less than which, net of underwriting discounts and commissions would exceed $500,000, or (ii) in and the event that Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall furnish the certification described in Subsection 1(b)(ii) or Subsection 1(c) (but subject use its best efforts to the limitations set forth therein), or (iii) the Company will be required to obtain an audit (other than for its normal year-end audit) for cause such registration to become effective. The Company shall only be required to effect two (2) registrations of Registrable Securities pursuant to this Section 3 be registered for the offering on such form and to cause such Registrable Securities to be qualified in each calendar year, such jurisdictions as such Holder or Holders may reasonably request; provided, however, that if the offering is to be effected on a continuous or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-days, then the Company shall not be required to effect another more than one registration pursuant to this Section 5.3 in any six (6) month period. The Series C Holders are entitled to one (1) registration on Form S-3 annually one (1) year after the effective date of the Company's initial public offering. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. In the event the registration is proposed to be part of a firm commitment underwritten public offering, the substantive provisions of Section 5.1 (d) shall be applicable to each such registration initiated under this Section 5.3. The Non Series B Purchasers or Non Series C Purchasers (as the case may be) may not include any of their Registrable Securities in a registration effected pursuant to this Section 5.3. The Series B Holders are entitled to an aggregate of two (2) registrations on Form S-3. The Company may include for its own account other shares of Common Stock in any of the registrations provided for in this Section 5.3, provided that calendar yearsuch inclusion will not interfere with the marketing of the Registrable Securities to be registered by the Series B Holders or the Series C Holders (as the case may be).

Registration on Form S-3. (a) After If any Holder requests that the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Agreement, the holders of Registrable Securities shall have the right to request registrations file a registration statement on Form S-3 (or any comparable or successor form. Each such request shall be in writing and shall state the anticipated number form to Form S-3) for an underwritten public offering of shares of the Registrable Securities the anticipated aggregate offering price of which is not less than $1,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its reasonably commercial efforts to cause such Registrable Securities to be disposed of and the anticipated gross proceeds of such shares, and the intended methods of disposition of such shares by such holder or holders, including whether such resales are to be made on a delayed or continuous basis pursuant to Rule 415. The Company shall not be obligated to effect any registration pursuant to this Section 3 if (i) the holder of Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion registered in such registration, propose to sell Registrable Securities and underwritten offering on such other shares of Common Stock (if any) on Form S-3 at an aggregate price to the public of less than $500,000, or (ii) in the event that the Company shall furnish the certification described in Subsection 1(b)(ii) or Subsection 1(c) (but subject to the limitations set forth therein), or (iii) the Company will be required to obtain an audit (other than for its normal year-end audit) for such registration to become effective. The Company shall only be required to effect two (2) registrations of Registrable Securities pursuant to this Section 3 in each calendar year, form; provided, however, that if the offering is to be effected on a continuous or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-days, then the Company shall not be required to effect another more than one such registration pursuant to this Section 1.4 in that calendar yearany six-month period. The Company will (i) promptly give written notice of the proposed registration to all other Holders (and to all Prior Holders if such registration is to relate in part to the primary offer and sale of shares of the Common Stock); and (ii) as soon as practicable, use its reasonably commercial efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders (or, if the registration is to relate in part to the primary offer and sale of shares of Common Stock, of any Prior Holder) joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company. The substantive provisions of Section 1.2(b) shall be applicable to each registration initiated under this Section 1.4.

Registration on Form S-3. (a) After the Company has qualified for the use of Form S-3, in In addition to the rights contained provided in the foregoing provisions Sections 4.3 and 4.4, subject to a limit of this Agreementone (1) registration hereunder in any twelve (12) month period, the if at any time (i) any holder or holders of the Registrable Securities shall have request that the right to request registrations Company file a registration statement on Form S-3 or any comparable or successor form. Each form thereto for a public offering of all or any portion of the shares of Registrable Securities held by such request requesting holder or holders, the reasonably anticipated aggregate price to the public of which would be at least $2,000,000, 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 be use reasonable best efforts to register under the Securities Act on Form S- 3 or any comparable or successor form thereto, for public sale in writing and shall state accordance with the anticipated method of disposition specified in such request, the number of shares of Registrable Securities specified in such request. Whenever the Company is required by this Section 4.5 to be disposed of and the anticipated gross proceeds of such shares, and the intended methods of disposition of such shares by such holder or holders, including whether such resales are to be made on a delayed or continuous basis pursuant to Rule 415. The Company shall not be obligated use reasonable best efforts to effect any the registration pursuant to this Section 3 if (i) the holder of Registrable Securities, together with the holders of any other securities each of the Company entitled to inclusion in such registrationprocedures and requirements of Section 4.3, propose to sell Registrable Securities and such other shares of Common Stock (if any) on Form S-3 at an aggregate price including but not limited to the public of less than $500,000, or (ii) in the event requirement that the Company shall furnish the certification described in Subsection 1(b)(ii) or Subsection 1(c) (but subject to the limitations set forth therein), or (iii) the Company will be required to obtain an audit (other than for its normal year-end audit) for such registration to become effective. The Company shall only be required to effect two (2) registrations notify all holders of Registrable Securities pursuant from whom notice has not been received and provide them with the opportunity to this Section 3 participate in each calendar yearthe 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 4.5. Notwithstanding any other provision of this Section 4.5, if the offering is underwriter determines that marketing factors require a limitation on the number of shares to be effected on a continuous or delayed basis underwritten, such limitation will be imposed pro rata with respect to all Registrable Securities whose holders have requested inclusion in such registration pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-days, then the Company shall not be required to effect another registration in that calendar yearthis Section 4.5.

Registration on Form S-3. If at any time after August 28, 1998, (a) After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Agreement, the holders any holder of Registrable Securities shall have requests in writing that the right to request registrations Company file a registration statement on Form S-3 or any comparable successor thereto for a public offering of all or successor form. Each such request shall be in writing and shall state any portion of the anticipated number of shares of Registrable Securities held by such requesting holder and (b) the Company is a registrant entitled to be disposed of and use Form S-3 or any successor thereto, then, subject to Section 2.9 hereof, the anticipated gross proceeds of such sharesCompany shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, and for public sale in accordance with the intended methods method of disposition of specified in such shares by such holder or holdersrequest, including whether such resales are to be made on a delayed or continuous basis including, without limitation, pursuant to Rule 415415 under the Securities Act, the Registrable Securities specified in such request. The Whenever the Company is required by this Section 2.3 to use its best efforts to effect the registration of Registrable Securities, each of the limitations, procedures and requirements of Section 2.1(b), (e) and (f) (including but not limited to the requirement that the Company notify all holders from whom a request has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. Notwithstanding the foregoing, the Company shall not be obligated to effect any registration such registration, qualification or compliance pursuant to this Section 3 if 2.3: (i) if the holder of Registrable Securitiesholders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock securities (if any) on Form S-3 at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000, or 5,000,000; (ii) in the event that if the Company shall furnish has, within the certification described in Subsection 1(b)(ii) or Subsection 1(c) (but subject to twelve-month period preceding the limitations set forth therein)date of such request, already effected two registrations on Form S-3 on behalf of the holders; or (iii) in any jurisdiction in which the Company will would be required to obtain an audit (other than for its normal year-end audit) for qualify to do business or to execute a general consent to service of process in effecting such registration to become effective. The Company shall only be required to effect two (2) registrations of Registrable Securities pursuant to this Section 3 in each calendar year, provided, however, that if the offering is to be effected on a continuous qualification or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-days, then the Company shall not be required to effect another registration in that calendar yearcompliance.

Registration on Form S-3. In addition to their rights set forth in Sections 2 and 3 above, if at any time (ai) After Initiating Holders request that the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Agreement, the holders of Registrable Securities shall have the right to request registrations file a registration statement on Form S-3 (or any comparable successor form thereto) for a public offering of all or any portion of the Registrable Securities (subject to the proviso below) held by such requesting Holder or Holders, and (ii) the Company is a registrant entitled to use Form S-3 (or any successor form. Each form thereto) to register such request securities, then the Company shall be use its best efforts to register (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in writing and shall state such request) under the anticipated Securities Act on Form S-3 (or any successor form thereto), for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registrable Securities to be disposed of and the anticipated gross proceeds of such shares, and the intended methods of disposition of such shares by such holder or holders, including whether such resales are to be made on a delayed or continuous basis pursuant to Rule 415. The Company shall not be obligated to effect any registration pursuant to this Section 3 if (i) the holder of Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion specified in such registration, propose to sell Registrable Securities and such other shares of Common Stock (if any) on Form S-3 at an aggregate price to the public of less than $500,000, or (ii) in the event that the Company shall furnish the certification described in Subsection 1(b)(ii) or Subsection 1(c) (but subject to the limitations set forth therein), or (iii) the Company will be required to obtain an audit (other than for its normal year-end audit) for such registration to become effective. The Company shall only be required to effect two (2) registrations of Registrable Securities pursuant to this Section 3 in each calendar year, notice; provided, however, that if notwithstanding any other Provision of this Section 4, the offering is Registrable Securities entitled to be effected on a continuous or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective rights provided for a period in excess this Section 4 shall be limited to subsection (i) of 180-daysthe definitions of Registrable Securities set forth in Section 1 hereof. Such rights to registration on Form S-3 shall be unlimited, then provided, that the Company shall in no event be obligated to cause the effectiveness of more than one such registration in any calendar year. Registrations effected pursuant to this Section 4 shall not be required counted as demands for registration or registrations effected pursuant to effect another registration in that calendar yearSection 2 or 3, respectively.

Registration on Form S-3. (a) After If the Company has is qualified for the use of Form S-3, in addition to the demand and piggyback registration rights contained in the foregoing provisions of this Agreement, the holders of the Registrable Securities shall have the right to request registrations on Form S-3 or any comparable or successor form. Each such request shall be in writing and shall state the anticipated number of shares of Registrable Securities to be disposed of and of, the anticipated gross proceeds of such sharesthe offering, and the intended methods of disposition of such shares by such holder or holders, including whether such resales sales are to be made on a delayed or continuous basis pursuant to Rule 415. The Company shall not be obligated to effect any registration pursuant to this Section 3 if (i) the holder holders of Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock (if any) on Form S-3 at an aggregate price to the public of less than $500,000, or (ii) in the event that the Company shall furnish the certification described in Subsection 1(b)(ii) or Subsection 1(c) (but subject to the limitations set forth therein), or (iii) the Company will be required to obtain an audit (other than for its normal year-end audit) for such registration to become effective. Sections 1 .4(ii) and 1.5 shall apply to all requests for registration under this Section 3. The Company shall only be required to effect two (2) registrations of Registrable Securities pursuant to this Section 3 in each calendar yearany consecutive twelve months, provided, however, that if the offering is to be effected on a continuous or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-180 days, then the Company shall not be required to effect another registration in that calendar yearunder this Section 3 for a period of 90 days after such registration is no longer effective.

Registration on Form S-3. (a) After In case the Company has qualified for the use of Form S-3, in addition to the rights contained shall receive a written request from holders who in the foregoing provisions aggregate hold at least fifty percent (50%) of this Agreementthe Registrable Securities (collectively, the holders of Registrable Securities shall have "Initiating Holders") that the right to request registrations Company file a registration statement on Form S-3 (or any comparable or successor form. Each such request shall be in writing and shall state the anticipated number form to Form S-3) for a public offering of shares of the Registrable Securities the aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000 and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its commercially reasonable efforts to cause such Registrable Securities to be disposed of registered for the offering on such form and the anticipated gross proceeds of to cause such shares, and the intended methods of disposition of Registrable Securities to be qualified in such shares by jurisdictions as such holder or holders, including whether holders may reasonably request. If such resales are offer is to be made on a delayed or continuous basis pursuant an underwritten offer, the underwriters selected by the Initiating Holders must be reasonably acceptable to Rule 415the Company. The Company shall not be obligated to effect any registration pursuant to this Section 3 if (i) the holder of Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock (if any) on Form S-3 at an aggregate price to the public of less than $500,000, or (ii) in the event that the Company shall furnish the certification described in Subsection 1(b)(ii) or Subsection 1(c) (but subject to the limitations set forth therein), or (iii) the Company will be required to obtain an audit (other than for its normal year-end audit) for such registration to become effective. The Company shall only be required to effect more than two (2) registrations of Registrable Securities pursuant to this Section 3 5. Any such registration must be maintained in each calendar yeareffect until the earlier of (i) the expiration of one hundred eighty (180) days or (ii) the date the shares under registration on Form S-3 are sold. Notwithstanding the foregoing, provided, however, that if the offering is to be effected on a continuous or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-days, then the Company shall not be required to effect another more than one (1) registration in that calendar yearpursuant to this Section 5 during any twelve (12) month period. The Company shall inform the other holders of Registrable Securities of the proposed registration and offer them upon at least ten (10) days' written notice the opportunity to participate. In the event the registration is proposed to be part of a firm commitment underwritten public offering, the cut-back provisions of Section 4(c) shall be applicable to the registration initiated under this Section 5.

Registration on Form S-3. (a) After the Company has qualified for the use of Form S-3, in In addition to the rights contained under Section 2 hereof, if at any time (A) the Holder 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 Registrable Securities held by the Holder and (B) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such Registrable Securities, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto, in accordance with the foregoing provisions method of this Agreementdisposition specified in such notice, the holders number of Registrable Securities specified in such notice. Whenever the Company is required by this Section 4 to use its best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2 shall apply to such registration. In addition, the Company shall have the right to request registrations on delay the filing of the Form S-3 or any comparable or successor form. Each such request registration statement for a period not to exceed 60 days if the Board of Directors of the Company shall have determined, in good faith, that to so file the Form S-3 registration statement would be in writing seriously detrimental to the Company and shall state the anticipated number of shares of Registrable Securities to be disposed of and the anticipated gross proceeds of such sharesits stockholders, and the intended methods President of disposition of the Company has agreed and delivered to the Holder a certificate to such shares by such holder or holderseffect; provided, including whether such resales are to be made on a delayed or continuous basis pursuant to Rule 415however, that the Company may not utilize this right more than once in any 12-month period. The Company shall not be obligated to effect any registration pursuant to this Section 3 if (i) the holder of Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock (if any) on Form S-3 at an aggregate price to the public of less than $500,000, or (ii) in the event that the Company shall furnish the certification described in Subsection 1(b)(ii) or Subsection 1(c) (but subject to the limitations set forth therein), or (iii) the Company will be required to obtain an audit (other than for its normal year-end audit) for such registration to become effective. The Company shall only be required to effect two (2) registrations of register Registrable Securities pursuant to this Section 3 in each calendar year, 4 on two occasions only; provided, however, that if the offering is to such obligation shall be effected deemed satisfied on any occasion only when a continuous or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement covering all Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is kept effective for a period in excess of 180-daysfirm commitment underwritten public offering, then the Company all such Registrable Securities shall not be required to effect another registration in that calendar yearhave been sold pursuant thereto.

Registration on Form S-3. Following the effective date of the ------------------------ first registration of any securities of the Company on Form S-1 or any comparable or successor form or forms, the Company will use its best efforts to file all reports necessary to qualify for registration of its securities on Form S-3 or any comparable or successor form or forms, and the Company will register (awhether or not required by law to do so) the Common Stock under the Exchange Act in accordance with the provisions thereof. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Agreement, the holders Holders of Registrable Securities shall will have the right to request registrations registration on Form S-3 or any comparable or successor formS-3. Each such request shall be in writing and shall state However, the anticipated number of shares of Registrable Securities to be disposed of and the anticipated gross proceeds of such shares, and the intended methods of disposition of such shares by such holder or holders, including whether such resales are to be made on a delayed or continuous basis pursuant to Rule 415. The Company shall will not be obligated to effect any such registration pursuant to this Section 3 if (i) the holder of Registrable Securitiessuch Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock securities (if any) on Form S-3 at an aggregate offering price to the public of less than $500,0001,000,000, or (ii) in the event that the Company shall furnish furnishes the certification certificate described in Subsection 1(b)(ii) or Subsection 1(c) (but subject to the limitations set forth thereinSection 5(a), or (iii) if the Company has effected two registrations on Form S-3 within the past twelve months. Such requests will be required to obtain an audit (other than for its normal year-end audit) for such registration to become effective. The Company shall only be required to effect two (2) registrations in writing and will state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holder. If at the time of any request to register Registrable Shares pursuant to this Section 3 8, the Company is engaged or has firm plans to engage within 90 days of the time of the request in each calendar year, provided, however, that if a registered public offering as to which the offering is to be effected on a continuous or delayed basis Initiating Holders may include Registrable Shares pursuant to Rule 415 (Section 6 or is engaged in any successor rule)other activity which, and in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration statement is kept effective for a period in excess to the material detriment of 180-daysthe Company, then the Company shall may at its option direct that such request be delayed for a period not in excess of one hundred twenty (120) days from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be required to effect another registration in that calendar yearexercised by the Company not more than once during any period of twelve consecutive months.

Registration on Form S-3. (a) After the Company has qualified for the use of Form S-3, and for so long as the Company continues to be so qualified, in addition to the rights contained in the foregoing provisions of this Agreement, the holders of the Registrable Securities shall have the right fight to request registrations on Form S-3 or any comparable or successor form. Each such request shall be in writing and shall state the anticipated number of shares of Registrable Securities to be disposed of and of, the anticipated gross proceeds of such sharesthe offering, and the intended methods of disposition of such shares by such holder or holders, including whether such resales sales are to be made on a delayed or continuous basis pursuant to Rule 415. The Company shall not be obligated to effect any registration pursuant to this Section 3 3.3 if (i) the holder holders of Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock (if any) on Form S-3 at an aggregate price to the public of less than $500,000, or (ii) in the event that the Company shall furnish the certification described delay or defer registration in Subsection 1(b)(iiaccordance with Section 3.1(D)(ii) or Subsection 1(c) (but subject to the limitations set forth thereinSection 3.1(E), or (iii) the Company will be required to obtain an audit (other than for its normal year-end audit) for such registration to become effective. The Company shall only be required to effect two (2) registrations of Registrable Securities pursuant to this Section 3 3.3 in each calendar year, provided, however, that if the offering is to be effected on a continuous or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-180 days, then the Company shall not be required to effect another registration in that calendar year.

Registration on Form S-3. (a) After the Company has qualified for the use of Form S-3, in In addition to the rights contained in the foregoing provisions of this Agreement, provided the holders of Registrable Shares in Section 8.1 and Section 8.2 above, from and after the date that the registration of Registrable Shares under the Securities shall have the right to request registrations Act can be effected on Form S-3 (or any comparable or similar successor form. Each such request shall be form promulgated by the Securities and Exchange Commission) through the period ending five years following the Company's first public offering of its Common Stock in writing and shall state an offering registered under the anticipated number of shares Securities Act, the Company will promptly so notify each holder of Registrable Securities to be disposed of Shares and the anticipated gross proceeds of such sharesthen will at any time, and from time to time, during such period, as expeditiously as possible, use its best efforts to effect registration under the intended methods Securities Act on said Form S-3 of disposition all or such portion of such shares by such the Registrable Shares as the holder or holdersholders shall specify. Notwithstanding the above, including whether such resales are to be made on a delayed or continuous basis pursuant to Rule 415. The the Company shall not be obligated to effect any registration pursuant to this Section 3 if 8.3: (i) if Form S-3 (or any similar successor form promulgated by the holder Securities and Exchange Commission) is not available for such offering by the holders; (ii) if the holders of Registrable SecuritiesShares, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities Shares and such other shares of Common Stock securities (if any) on Form S-3 at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000, or : (iiiii) in the event that if the Company shall furnish the certification described holders a certificate signed by the chief executive officer of the Company stating that in Subsection 1(b)(ii) or Subsection 1(c) (but subject the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the limitations set forth therein)Company and its shareholders for such Form S-3 Registration to be effected at such time, or (iii) in which event the Company will be required shall have the right to obtain an audit (other defer the filing of the Form S-3 registration statement for a period of not more than for its normal year-end audit) for such registration to become effective. The Company shall only be required to effect two (2) registrations 90 days after receipt of Registrable Securities pursuant to the request of the holder or holders under this Section 3 in each calendar year, 8 3; provided, however, that if the offering is to be effected on a continuous or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-days, then the Company shall not be required utilize this right more than once in any twelve (12) month period; or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 (or any similar successor form promulgated by the Securities and Exchange Commission).for the holders pursuant to effect another registration in that calendar yearthis Section 8.3.

Registration on Form S-3. (a) After The Company shall use commercially reasonable efforts to remain qualified for registration on Form S-3 or any comparable or successor form or forms. So long as the Company has is qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this AgreementSection 1.1, the holders of Registrable Securities Initiating Holders shall have the right to request registrations of Registrable Securities on Form S-3 or any comparable or successor form. Each (a "Requested Registration") (such request requests shall be in writing and shall state the anticipated number of shares of Registrable Securities to be disposed of and the anticipated gross proceeds of such shares, and the intended methods of disposition of such shares by such holder Holder or holdersHolders, including whether such resales are to be made on a delayed or continuous basis pursuant to Rule 415. The an underwritten offering or otherwise), provided, however, that the Company shall not be obligated to effect any registration pursuant to this Section 3 if such Requested Registration (i) if the holder of Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, Holders propose to sell Registrable Securities and such other shares of Common Stock securities (if any) on Form S-3 at an aggregate offering price to the public of less than $500,00010,000,000 (such price to be determined as of the filing of the registration statement on Form S-3), or (ii) in the event that circumstances described in Section 1.2(c), (iii) if the Company shall furnish the certification described in Subsection 1(b)(ii) or Subsection 1(cSection 1.2(b)(ii) (but subject to the limitations set forth therein), or (iiiiv) if the Company will has effected one (1) such Requested Registration within the preceding six months and such Requested Registration has been declared effective by the Securities and Exchange Commission and remained effective for 60 days (which number of days need not be required successive) or such lesser amount of time necessary to obtain an audit (other than for its normal year-end audit) for such registration to become effective. The Company shall only be required to effect two (2) registrations sell all of the Registrable Securities pursuant to this Section 3 in each calendar year, provided, however, that if the offering is to be effected on a continuous or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-days, then the Company shall not be required to effect another registration in that calendar yearregistered thereby.

Registration on Form S-3. (a) After Anything contained in Section 2 to the Company has contrary notwithstanding, at such time as the Corporation shall have qualified for the use of Form S-3S-3 promulgated under the Securities Act, in addition to the rights contained in the foregoing provisions of this Agreementor any successor form thereto, the holders of Registrable Securities the Restricted Shares then outstanding shall have the right to request in writing three (3) registrations on Form S-3 (or such successor form) of Registrable Shares, which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of, (ii) state the intended method of disposition of such Registrable Shares and (iii) relate to Registrable Shares having an anticipated aggregate offering price of at least $500,000; provided, however, that the Corporation shall not be obligated to file and cause to become effective any registration on Form S-3 within a period of one-hundred eighty (180) days after the effective date of any previous registration statement filed by the Corporation pursuant to Sections 2, 3, 4 or 5. Upon such a request, the Corporation shall promptly give written notice of the proposed registration to all other Shareholders and shall promptly use its reasonable best efforts to effect such registration under the Securities Act of such Registrable Shares which (i) the Corporation has been so requested by the initiating holders thereof to register and (ii) the other Shareholders have, within ten (10) days of such notice, requested in writing to be registered. A requested registration on Form S-3 or any comparable or such successor form. Each such request form in compliance with this Section 5 shall not count as a registration statement initiated pursuant to Section 3 but shall otherwise be in writing and shall state the anticipated number of shares of Registrable Securities to be disposed of and the anticipated gross proceeds of such sharestreated as a registration initiated pursuant to, and the intended methods of disposition of such shares by such holder or holdersshall, including whether such resales are to be made on a delayed or continuous basis pursuant to Rule 415. The Company shall not be obligated to effect any registration pursuant to except as otherwise expressly provided in this Section 3 if (i) the holder of Registrable Securities5, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock (if any) on Form S-3 at an aggregate price to the public of less than $500,000, or (ii) in the event that the Company shall furnish the certification described in Subsection 1(b)(ii) or Subsection 1(c) (but be subject to the limitations set forth therein), or (iii) the Company will be required to obtain an audit (other than for its normal year-end audit) for such registration to become effective. The Company shall only be required to effect two (2) registrations of Registrable Securities pursuant to this Section 3 in each calendar year, provided, however, that if the offering is to be effected on a continuous or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-days, then the Company shall not be required to effect another registration in that calendar year3.

Registration on Form S-3. (a) The Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this AgreementSection 12, the holders Holders of Registrable Securities shall have the right to request registrations on Form S-3 or any comparable or successor form. Each (such request requests shall be in writing and shall state the anticipated number of shares of Registrable Securities to be disposed of and the anticipated gross proceeds of such shares, and the intended methods of disposition of such shares by such holder Holder or holdersHolders), including whether such resales are to be made on a delayed or continuous basis pursuant to Rule 415. The provided, however, that the Company shall not be obligated to effect any registration such Registration if (1) the Company shall have delivered to such Holder an opinion of counsel to the Company, addressed to such Holder and reasonably satisfactory in form and substance to such Holder to the effect that such Registrable Securities proposed to be included may lawfully be so disposed of without Registration or (2) within a period of one hundred and eighty (180) days after the effective date of any previous such Registration. If the Company shall receive a written request pursuant to this Section 3 if (i) the holder of Registrable Securities, together with 12.6 for Registration from the holders of any a majority of the Warrants or Warrant Stock then outstanding, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that Holders have requested within twenty (20) days after receipt of the Company's notice to be registered under the Securities Act. Any registration statement filed pursuant to this Section 12.6 may, subject to the provisions of Section 12.13 hereof, include other securities of the Company entitled with respect to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock (if any) on Form S-3 at an aggregate price to the public of less than $500,000, or (ii) in the event that the Company shall furnish the certification described in Subsection 1(b)(ii) or Subsection 1(c) (but subject to the limitations set forth therein), or (iii) the Company will be required to obtain an audit (other than for its normal year-end audit) for such registration to become effective. The Company shall only be required to effect two (2) registrations of Registrable Securities pursuant to this Section 3 in each calendar year, provided, however, that if the offering is to be effected on a continuous or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-days, then the Company shall not be required to effect another registration in that calendar yearwhich Registration rights have been granted.

Registration on Form S-3. (a) After its initial public offering, the Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this AgreementSection, the holders of Registrable Securities Preferred Holders shall have the right to request registrations on Form S-3 or any comparable or successor form. Each (such request requests shall be in writing and shall state the anticipated number of shares of Registrable Securities to be disposed of and the anticipated gross proceeds of such shares, and the intended methods of disposition of such shares by such holder Preferred Holder or holdersHolders, including whether such resales are to be made on a delayed or continuous basis pursuant to Rule 415. The provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 3 if (i) the holder of Registrable SecuritiesPreferred Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock (if any) on Form S-3 at an aggregate price to the public of less than $500,0001,000,000, or (ii) in the event that the Company shall furnish the certification described in Subsection 1(b)(iiparagraph 2.2(b)(ii) or Subsection 1(c2.2(c) (but subject to the limitations set forth therein), or (iii) the Company will be required to obtain an audit (other than for its normal year-end audit) for such registration to become effective. The Company shall only be required to effect two (2) registrations of Registrable Securities pursuant to this Section 3 2.5 in each calendar year, provided, however, that if the offering is to be effected on a continuous or delayed basis pursuant to Rule 415 (415, or any successor rule), and the registration statement is kept effective for a period in excess of 180120-days, then the Company shall not be required to effect another registration in that calendar year.

Registration on Form S-3. If at any time after November , 1999, (a) After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Agreement, the holders ------------------------ any holder of Registrable Securities shall have requests in writing that the right to request registrations Company file a registration statement on Form S-3 or any comparable successor thereto for a public offering of all or successor form. Each such request shall be in writing and shall state any portion of the anticipated number of shares of Registrable Securities held by such requesting holder and (b) the Company is a registrant entitled to be disposed of and use Form S-3 or any successor thereto, then, subject to Section 2.9 hereof, the anticipated gross proceeds of such sharesCompany shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, and for public sale in accordance with the intended methods method of disposition of specified in such shares by such holder or holdersrequest, including whether such resales are to be made on a delayed or continuous basis including, without limitation, pursuant to Rule 415415 under the Securities Act, the Registrable Securities specified in such request. The Whenever the Company is required by this Section 2.3 to use its best efforts to effect the registration of Registrable Securities, each of the limitations, procedures and requirements of Section 2.1(b), (e) and (f) (including but not limited to the requirement that the Company notify all holders from whom a request has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. Notwithstanding the foregoing, the Company shall not be obligated to effect any registration such registration, qualification or compliance pursuant to this Section 3 if 2.3: (i) if the holder of Registrable Securitiesholders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock securities (if any) on Form S-3 at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000, or 5,000,000; (ii) in the event that if the Company shall furnish has, within the certification described in Subsection 1(b)(iitwelve (12) or Subsection 1(c) (but subject to month period preceding the limitations set forth therein)date of such request, already effected two registrations on Form S-3 on behalf of the holders; or (iii) in any jurisdiction in which the Company will would be required to obtain an audit (other than for its normal year-end audit) for qualify to do business or to execute a general consent to service of process in effecting such registration to become effective. The Company shall only be required to effect two (2) registrations of Registrable Securities pursuant to this Section 3 in each calendar year, provided, however, that if the offering is to be effected on a continuous qualification or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-days, then the Company shall not be required to effect another registration in that calendar yearcompliance.

Registration on Form S-3. (a) After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Agreement, the holders Investors holding at least 10% of the Registrable Securities not previously registered shall have the right to request registrations a registration on Form S-3 or any comparable or successor form. Each (such request requests shall be in writing and shall state the anticipated number of shares of Registrable Securities to be disposed of and the anticipated gross proceeds of sold by such shares, Investors and the intended methods method of disposition disposition). As soon as practicable after receiving such request, the Company shall effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) as would permit or facilitate the sale and distribution of such shares by such holder or holders, including whether such resales are the Registrable Securities requested to be made on a delayed or continuous basis pursuant to Rule 415. The included in such registration; provided, however, that the Company shall not be obligated to effect effect, or take any action to effect, any such registration pursuant to this Section 3 if (i) the holder of Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion Form S-3 is not then available for use in such registration, propose to sell Registrable Securities and such other shares of Common Stock (if any) on Form S-3 at an aggregate price to the public of less than $500,000, or offering; (ii) in the event that anticipated aggregate offering price, without regard to underwriting discounts and commissions, is not reasonably expected to exceed $3,000,000; (iii) the Company shall furnish to the requesting Investors the certification described in Subsection 1(b)(ii) or Subsection 1(cSection 2(c) (but subject to the limitations set forth therein), or ; (iiiiv) the Company will shall have already completed two registrations on Form S-3 during the prior 12 months (counting for this purpose only registrations which have been declared or ordered effective); (v) the sale of Registrable Securities in such offering would occur in any jurisdiction in which the Company would be required to obtain an audit qualify to do business (and in which it would not otherwise be required to qualify but for the sale of such Registrable Securities) or to file a general consent to service of process; or (vi) the sale of Registrable Securities in such offering would occur during any period starting on the effective date of any registration statement of the Company (other than for its normal year-end auditsuch Form S-3) for and ending 180 days after the effective date of such registration to become effective. The Company shall only be required to effect two (2) registrations of Registrable Securities pursuant to this Section 3 in each calendar year, provided, however, that if the offering is to be effected on a continuous or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-days, then the Company shall not be required to effect another registration in that calendar yearstatement.

Registration on Form S-3. (a) After its initial public offering, the Company shall use its best efforts to quality for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this AgreementArticle 10, the holders Holders of Registrable Securities shall have the right to request registrations on Form S-3 or any comparable or successor form. Each (such request requests shall be in writing and shall state the anticipated number of shares of Registrable Securities to be disposed of and the anticipated gross proceeds of such shares, and the intended methods of disposition of such shares by such holder Holder or holdersHolders), including whether such resales are provided, however, that the amount reasonably anticipated to be made on a delayed or continuous basis pursuant to Rule 415. The raised in the offering in question is at least Two Million Dollars ($2,000,000) and that the Company shall not be obligated to effect any registration such Registration if (1) the Company shall have delivered to such Holder an opinion of counsel to the Company, addressed to such Holder and reasonably satisfactory in form and substance to such Holder to the effect that such Registrable Securities proposed to be included may lawfully be so disposed of without Registration or (2) within a period of 180 days after the effective date of any previous such Registration. If the Company shall receive a written request pursuant to this Section 3 if (i) 10.04 for Registration, then the holder Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable SecuritiesSecurities that Holders have requested within 20 days after receipt of the Company's notice to be registered under the Securities Act. Any registration statement filed pursuant to this Section 10.04 may, together with subject to the holders provisions of any Section 10.11 hereof, include other securities of the Company entitled with respect to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock (if any) on Form S-3 at an aggregate price to the public of less than $500,000, or (ii) in the event that the Company shall furnish the certification described in Subsection 1(b)(ii) or Subsection 1(c) (but subject to the limitations set forth therein), or (iii) the Company will be required to obtain an audit (other than for its normal year-end audit) for such registration to become effective. The Company shall only be required to effect two (2) registrations of Registrable Securities pursuant to this Section 3 in each calendar year, provided, however, that if the offering is to be effected on a continuous or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-days, then the Company shall not be required to effect another registration in that calendar yearwhich Registration rights have been granted.

Registration on Form S-3. (ac) After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this AgreementArticle VIII, the holders of Registrable Securities shall have the right to request registrations on Form S-3 or any comparable or successor form. Each form (such request requests shall be in writing and shall state the anticipated number of shares of Registrable Securities to be disposed of and the anticipated gross proceeds of such shares, and the intended methods of disposition of such shares by such holder or holders, holders (including whether such resales are to be made on a delayed or continuous basis pursuant to Rule 415. The ), PROVIDED, HOWEVER, that the Company shall not be obligated to effect any such registration pursuant to this Section 3 if (i) the holder of Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock (if any) on Form S-3 at an aggregate price to the public of less than $500,000, or (ii) in the event that the Company shall furnish the certification described in Subsection 1(b)(iiparagraph 8.3(b)(ii) or Subsection 1(c8.3(c) (but subject to the limitations set forth therein), or (iii) the Company will be required to obtain an audit (other than for its normal year-end audit) for such registration to become effective. The Company shall only be required to effect two (2) registrations of Registrable Securities pursuant to this Section 3 8.5 in each calendar year, providedPROVIDED, howeverHOWEVER, that if the offering is to be effected on a continuous or delayed basis pursuant to Rule 415 (415, or any successor rule), and the registration statement is kept effective for a period in excess of 180-days, then the Company shall not be required to effect another registration in that calendar year.

Registration on Form S-3. (a) After the Company has qualified for the use of Form S-3, in In addition to the rights contained provided to the Holders in the foregoing provisions of this AgreementSection 2.1 above, the holders if a registration of Registrable Shares under the Securities shall have the right to request registrations Act can be effected on Form S-3 (or any comparable or successor form. Each such request shall be in writing and shall state similar form promulgated by the anticipated number of shares of Registrable Securities to be disposed of and the anticipated gross proceeds of such shares, and the intended methods of disposition of such shares by such holder or holders, including whether such resales are to be made on a delayed or continuous basis pursuant to Rule 415. The Company shall not be obligated to effect any registration pursuant to this Section 3 if (i) the holder of Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock Exchange Commission (if any) on Form S-3 at an aggregate price to the public of less than $500,000, or (ii) in the event that the Company shall furnish the certification described in Subsection 1(b)(ii) or Subsection 1(c) (but subject to the limitations set forth therein"Commission")), or (iii) the Company will be required to obtain an audit (other than for use its normal year-end audit) for such registration to become effective. The Company shall only be required best efforts to effect two (2) registrations qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities pursuant to this Section 3 in each calendar yearShares as the Holder or Holders shall specify. Notwithstanding the foregoing, provided, however, that if the offering is to be effected on a continuous or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-days, then the Company shall not be required to effect another registration in that register any Registrable Shares on Form S-3 pursuant to a demand by the Holders thereof (i) which would constitute an aggregate offering of less than $500,000; (ii) within 180 days of a prior registration; or (iii) more than twice during any calendar year. Notwithstanding anything contained in this Section 2.2 to the contrary, if the Company furnishes to the Holders requesting any registration rights pursuant to this Section 2.2 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of a registration statement, then the Company shall have the right to defer the filing of a registration statement with respect to such offering for a period of not more than 120 days from receipt by the Company of the request by the initiating Holder; PROVIDED, HOWEVER, that the Company may not exercise such right more than two times, nor may the Company exercise such right consecutively.

Registration on Form S-3. (a) After its initial public offering, the Company will use its best efforts to qualify for registration on Form S-3 under the Securities Act or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this AgreementSection 1, the holders Holders of Registrable Securities shall will have the right to request registrations on Form S-3 or any comparable or successor form. Each (such request shall requests will be in writing and shall will state the anticipated number of shares of Registrable Securities to be disposed of and the anticipated gross proceeds of such shares, and the intended methods of disposition of such shares by such holder Holder or holdersHolders); provided, including whether such resales are to be made on a delayed or continuous basis pursuant to Rule 415. The however, that the Company shall will not be obligated to effect any registration pursuant to this Section 3 if such registration: (i) if the holder Holders of Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other shares of Common Stock securities (if any) on Form S-3 at an aggregate price for each such offering to the public of less than Two Million Dollars ($500,0002,000,000) (unless the Holders of Registrable Securities hold, or in the aggregate, stock with a value of less than Two Million Dollars ($2,000,000), in which such case, this restriction shall not apply); (ii) with respect to any rolling twelve (12) month period if, during such period, the Company has effected two (2) such registrations (counting for these purposes only registrations which have been declared or ordered effective and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear all the Registration Expenses relating to such registration); (iii) in the event that the Company shall will furnish the certification described in Subsection 1(b)(ii) or Subsection 1(cparagraph 1.3(b) (but subject to the limitations set forth therein), ; (iv) within one hundred eighty (180) days of the effective date of any other preceding Company registration statement (other than on Form S-8 or Form S-3 with respect to employees’ stock or a dividend reinvestment plan); or (iiiv) in any particular jurisdiction in which the Company will would be required to obtain an audit (other than for its normal year-end audit) for qualify to do business or to execute a general consent to service of process in effecting such registration to become effective. The Company shall only be required to effect two (2) registrations of Registrable Securities pursuant to this Section 3 in each calendar yearregistration, provided, however, that if the offering is to be effected on a continuous qualification or delayed basis pursuant to Rule 415 (or any successor rule), and the registration statement is kept effective for a period in excess of 180-days, then the Company shall not be required to effect another registration in that calendar yearcompliance.