Common use of Required Registration Clause in Contracts

Required Registration. After receipt of a written request from Executive requesting that Company effect the registration under the Securities Act of Registrable Securities representing at least an aggregate of 10% of the total of all Registrable Securities then beneficially owned (determined in accordance with Rule 13d-3 promulgated under the Exchange Act) by Executive, specifying the intended method or methods of disposition thereof, Company shall, as expeditiously as is possible, use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Company has been so requested to register by Executive for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that (x) Company shall not be required to effect more than two (2) registrations of any Registrable Securities which shall have been declared effective by the Commission pursuant to this Section 2, and (y) Company shall only be required to effect a registration of Registrable Securities pursuant to this Section 2 after the later of (i) six months after it has consummated an initial public offering of Shares under the Securities Act, and (ii) 12 months after a registration statement filed under the Exchange Act in respect of the Shares shall have been declared effective. Executive acknowledges and agrees that if any Person shall request, pursuant to a contractual right of such Person, that Shares held by such Person be included in any registration statement filed pursuant to this Section 2, then the Shares to be registered on behalf of such Person and Executive shall be subject to reduction as set forth in the third sentence of the second paragraph of Section 3.

Required Registration. After receipt of a written request from Executive one or more Series 1 Holders (as listed on the signature page hereof) or any Affiliate thereof requesting that Company effect the registration under the Securities Act of Registrable Securities representing at least an aggregate of 10% of the total of all Registrable Securities then beneficially owned (determined in accordance with Rule 13d-3 promulgated under the Exchange Act) held by Executivesuch Series 1 Holder and its Affiliates, and specifying the intended method or methods of disposition thereof, Company shall promptly, but in no event later than fifteen (15) Business Days following receipt of such request, notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3, may elect (by written notice sent to Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned Company's notice) to have Registrable Securities belonging to such Holder included in such registration thereof pursuant to this Section 2 (subject to the penultimate sentence of Section 3). Thereupon Company shall, as expeditiously as is possible, use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Company has been so requested to register by Executive such Holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that (x) Company shall not be required to effect more than two (2) registrations of any Registrable Securities which shall have been declared effective by the Commission for each Series 1 Holder pursuant to this Section 2, and (y) unless Company shall only be required eligible to effect file a registration of Registrable Securities pursuant to this Section 2 after the later of Registration Statement on Form S-3 (ior other comparable short form) six months after it has consummated an initial public offering of Shares under the Securities ActAct (a "Short Form Registration Statement"), and (ii) 12 months after a registration statement filed under in which event there shall be no limit on the Exchange Act in respect of the Shares shall have been declared effective. Executive acknowledges and agrees that if any Person shall request, pursuant to a contractual right number of such Person, that Shares held by such Person be included in any registration statement filed registrations pursuant to this Section 2, then the Shares to be registered on behalf of such Person and Executive shall be subject to reduction as set forth in the third sentence of the second paragraph of Section 3.

Required Registration. After receipt Subject to the provisions of Section 9 hereof, if the Demand Holders make a written request from Executive requesting that Company effect for a registration with the registration Commission under and in accordance with the provisions of the Securities Act of all or part of their Registrable Securities representing at least an aggregate (hereinafter referred to as a "Demand Registration"), the Company shall promptly notify all Holders of 10% Registrable Securities in writing of the total receipt of all such request and each such Holder, may elect (by written notice sent to the Company within 10 Business Days from the date of such Holder's receipt of the aforementioned Company's notice) to have Registrable Securities then beneficially owned (determined included in accordance with Rule 13d-3 promulgated under such registration thereof pursuant to this Section 3. Thereupon the Exchange Act) by Executive, specifying the intended method or methods of disposition thereof, Company shall, as expeditiously as is possible, use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by Executive such Holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered. All requests made pursuant to this Paragraph shall specify the number of Registrable Securities to be registered and shall also specify the intended methods of disposition thereof; provided, however, that (x) Company shall not be required to effect more than two (2) registrations if the Demand Holders of any a majority of the Registrable Securities which shall have been declared effective held by the Commission pursuant to this Section 2Required Holders requesting such registration request an underwritten offering, and (y) Company shall only be required to effect a registration the method of Registrable Securities pursuant to this Section 2 after the later of (i) six months after it has consummated an initial public offering of Shares under the Securities Act, and (ii) 12 months after a registration statement filed under the Exchange Act in respect of the Shares shall have been declared effective. Executive acknowledges and agrees that if any Person shall request, pursuant to a contractual right of such Person, that Shares held by such Person be included in any registration statement filed pursuant to this Section 2, then the Shares to be registered on behalf of such Person and Executive disposition shall be subject to reduction as set forth in the third sentence of the second paragraph of Section 3such an underwritten offering.

Required Registration. After receipt of a written request from Executive --------------------- the Holders of Registrable Securities requesting that the Company effect the a registration under the Securities Act of Registrable Securities representing covering at least an aggregate of 10% 1,500,000 of the total of all Registrable Securities then beneficially owned (determined in accordance with Rule 13d-3 promulgated under the Exchange Act) by ExecutiveSecurities, and specifying the intended method or methods of disposition thereof, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 may elect (by written notice sent to the Company within 10 Business Days from the date of such Holder's receipt of the aforementioned the Company's notice) to have Registrable Securities included in such registration thereof pursuant to this Section 2. Thereupon the Company shall, as expeditiously as is possible, use its best efforts to effect the registration under the Securities Act of all shares of Registrable Securities which the Company has been so requested to register by Executive such Holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that (x) the Company shall not be required to effect more than two five (25) registrations at the request of any Registrable Securities which shall have been declared effective by the Commission pursuant to this Section 2, and (y) Company shall only be required to effect a registration such Holder of any Registrable Securities pursuant to this Section 2 after unless the later of Company shall be eligible at any time to file a registration statement on Form S-3 (ior other comparable short form) six months after it has consummated an initial public offering of Shares under the Securities Act, and (ii) 12 months after a registration statement filed under in which event there shall be no limit on the Exchange Act in respect of the Shares shall have been declared effective. Executive acknowledges and agrees that if any Person shall request, pursuant to a contractual right number of such Person, that Shares held by such Person be included in any registration statement filed registrations pursuant to this Section 2. Except as otherwise provided in Section 5, then the Shares to be registered on behalf all expenses of such Person and Executive registration shall be subject to reduction as set forth in borne by the third sentence of the second paragraph of Section 3Company.

Required Registration. After receipt at any time after the date hereof of a written request from Executive the Holders of Registrable Securities requesting that Company effect the a registration under the Securities Act of Registrable Securities representing covering at least an aggregate of 1030% of the total of all Registrable Securities then beneficially owned (determined in accordance with Rule 13d-3 promulgated under the Exchange Act) by Executiveinitially outstanding, and specifying the intended method or methods of disposition thereof, Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 may elect (by written notice sent to Company within 10 Business Days from the date of such Holder's receipt of the aforementioned Company's notice) to have Registrable Securities included in such registration thereof pursuant to this Section 2. Thereupon Company shall, as expeditiously as is possible, use its best efforts to effect the registration under the Securities Act of all shares of Registrable Securities which Company has been so requested to register by Executive such Holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that (x) Company shall not be required to effect more than two three (23) registrations of any Registrable Securities which shall have been declared effective by the Commission pursuant to this Section 2, and (y) Company shall only be required to effect a registration of Registrable Securities pursuant to this Section 2 after the later of unless Company shall be eligible at any time to file a registration statement on Form S-3 (ior other comparable short form) six months after it has consummated an initial public offering of Shares under the Securities Act, and (ii) 12 months after a registration statement filed under in which event there shall be no limit on the Exchange Act in respect of the Shares shall have been declared effective. Executive acknowledges and agrees that if any Person shall request, pursuant to a contractual right number of such Person, that Shares held by such Person be included in any registration statement filed registrations pursuant to this Section 2, then the Shares to be registered on behalf of such Person and Executive shall be subject to reduction as set forth in the third sentence of the second paragraph of Section 3.

Required Registration. After receipt of a written request from Executive the Holders of Registrable Securities requesting that Company Holdco effect the a registration under the Securities Act of Registrable Securities representing at least an having a minimum anticipated aggregate offering price of 10% of the total of all Registrable Securities then beneficially owned (determined in accordance with Rule 13d-3 promulgated under the Exchange Act) by Executive$100,000,000, and specifying the intended method or methods of disposition thereof, Company Holdco shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 may elect (by written notice sent to Holdco within 10 Business Days from the date of such Holder’s receipt of the aforementioned Holdco’s notice) to have Registrable Securities included in such registration pursuant to this Section 2. Thereupon, Holdco shall, as expeditiously as is possible, use its best commercially reasonable efforts to effect the registration under the Securities Act of all shares of Registrable Securities which Company Holdco has been so requested to register by Executive such Holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that (x) Company Holdco shall not be required to effect more than two three (23) registrations of any Registrable Securities which shall have been declared effective by the Commission pursuant to this Section 2, and (y) Company shall only be required to effect a it being understood that each such registration of Registrable Securities pursuant to this Section 2 after the later of (i) six months after it has consummated an initial public offering of Shares under the Securities Act, and (ii) 12 months after a registration statement filed under the Exchange Act in respect of the Shares shall have been declared effective. Executive acknowledges and agrees that if any Person shall request, pursuant to a contractual right of such Person, that Shares held by such Person be included in any registration statement filed pursuant to this Section 2, then the Shares to be registered on behalf of such Person and Executive shall be subject to reduction as set forth deemed used only upon such registration becoming and remaining effective in accordance with the third sentence of the second paragraph of Section 3terms hereof.

Required Registration. After (a) From and after the expiration of the Shelf Registration Statement provided for in Section 2.1, after receipt of a written request from Executive requesting that Company effect (x) the registration under the Securities Act Holders of Registrable Equity Securities representing at least an aggregate of 1050% of the total of all Registrable Equity Securities then beneficially owned outstanding or (determined in accordance with Rule 13d-3 promulgated y) the Holders of Registrable Debt Securities representing at least an aggregate of 50% of the total of all Registrable Debt Security outstanding, requesting that the Company effect the registration of such Registrable Securities under the Exchange Securities Act, the Company shall promptly give written notice, pursuant to Section 2.2(c) hereof, to the Holders of such Registrable Equity Securities or Registrable Debt Securities, as the case may be, of the receipt of such request and each such other Holder, in lieu of exercising its rights under Section 2.3, may elect (by Executivewritten notice sent to the Company within ten Business Days from the date of such Holder's receipt of the aforementioned notice) to have such Registrable Equity Securities or Registrable Debt Securities, specifying as the intended method or methods of disposition thereofcase may be, held by it included in such registration thereof pursuant to this Section 2.2. Thereupon the Company shall, as expeditiously as is possiblepossible and subject to the other terms and conditions of this Agreement, file with the Commission a Registration Statement under the Securities Act in accordance with Section 2.5 covering the Registrable Securities requested to be included in such registration, and the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Company has been so requested cause such Registration Statement to register by Executive for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, become effective as aforesaid) of the Registrable Securities so registered; provided, however, that (x) Company shall not be required to effect more than two (2) registrations of any Registrable Securities which shall have been declared effective by the Commission pursuant to this Section 2, and (y) Company shall only be required to effect a registration of Registrable Securities pursuant to this Section 2 after the later of (i) six months after it has consummated an initial public offering of Shares under the Securities Act, and (ii) 12 months after a registration statement filed under the Exchange Act in respect of the Shares shall have been declared effective. Executive acknowledges and agrees that if any Person shall request, pursuant to a contractual right of such Person, that Shares held by such Person be included in any registration statement filed pursuant to this Section 2, then the Shares to be registered on behalf of such Person and Executive shall be subject to reduction expeditiously as set forth in the third sentence of the second paragraph of Section 3practicable.

Required Registration. After receipt of Subject to Shareholder Approval and the provisions hereof, on or before thirty (30) days following the Final Closing Date (the “Required Registration Date”), the Company shall file a written request from Executive requesting that Company effect the registration under the Securities Act of Registrable Securities representing at least an aggregate of 10% of the total of statement on Form S-1 or Form S-3, if available, registering for resale all Registrable Securities then beneficially owned (determined in accordance with Rule 13d-3 promulgated under the Exchange Actsuch Registration Statement, a “Required Registration Statement”) by Executive, specifying the intended method or methods of disposition thereof, Company shall, as expeditiously as is possible, and use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Company has been so requested cause such Required Registration Statement to register by Executive for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that (x) Company shall not be required to effect more than two (2) registrations of any Registrable Securities which shall have been declared effective by the Commission pursuant to this Section 2, SEC sixty (60) days after filing. “Registrable Securities” means the Shares and (y) Company shall only be required to effect a registration of Warrant Shares. Registrable Securities pursuant shall continue to this Section 2 after be Registrable Securities (whether they continue to be held by the later of Subscribers or they are sold to other Persons) until (i) six months after it has consummated they are sold pursuant to an initial public offering of Shares effective registration statement under the Securities Act, and ; (ii) 12 months after a registration statement filed they may be sold by their holder pursuant to Rule 144 without limitation thereunder on volume or manner of sale; or (iii) they shall have otherwise been transferred and new securities not subject to transfer restrictions under the Exchange Act in respect of the Shares any federal securities laws and not bearing any legend restricting further transfer shall have been declared effective. Executive acknowledges delivered by the Company, all applicable holding periods shall have expired, and agrees that if any Person no other applicable and legally binding restriction on transfer by the Subscriber thereof shall request, pursuant to a contractual right of such Person, that Shares held by such Person be included in any registration statement filed pursuant to this Section 2, then exist under the Shares to be registered on behalf of such Person and Executive shall be subject to reduction as set forth in the third sentence of the second paragraph of Section 3Securities Act.

Required Registration. After receipt of a written request from Executive requesting that Company effect the registration under the Securities Act of Registrable Securities representing at least an aggregate of 10% of the total of all Registrable Securities then beneficially owned (determined in accordance with Rule 13d-3 promulgated under the Exchange Act) by Executive, specifying the intended method or methods of disposition thereof, Company shall, as expeditiously as is possible, use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Company has been so requested to register by Executive for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that (x) Company shall not be required to effect more than two one (21) registrations registration of any Registrable Securities which shall have been declared effective by the Commission pursuant to this Section 2, and (y) Company shall only not be required to effect a registration of Registrable Securities pursuant to this Section 2 after the later of (i) prior to six months after it has consummated an initial public offering of Shares under the Securities Act, and (ii) 12 months after a registration statement filed under the Exchange Act in respect of the Shares shall have been declared effective. Executive acknowledges and agrees that if any Person shall request, pursuant to a contractual right of such Person, that Shares held by such Person be included in any registration statement filed pursuant to this Section 2, then the Shares to be registered on behalf of such Person and Executive shall be subject to reduction as set forth in the third sentence of the second paragraph of Section 3.

Required Registration. After receipt of a written request from Executive the --------------------- Holders of Registrable Securities requesting that the Company effect the a registration under the Securities Act of Registrable Securities representing covering at least an aggregate of 10% 1,500,000 of the total of all Registrable Securities then beneficially owned (determined in accordance with Rule 13d-3 promulgated under the Exchange Act) by ExecutiveSecurities, and specifying the intended method or methods of disposition thereof, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 may elect (by written notice sent to the Company within 10 Business Days from the date of such Holder's receipt of the aforementioned the Company's notice) to have Registrable Securities included in such registration thereof pursuant to this Section 2. Thereupon the Company shall, as expeditiously as is possible, use its best efforts to effect the registration under the Securities Act of all shares of Registrable Securities which the Company has been so requested to register by Executive such Holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that (x) the Company shall not be required to effect more than two five (25) registrations at the request of any Registrable Securities which shall have been declared effective by the Commission pursuant to this Section 2, and (y) Company shall only be required to effect a registration such Holder of any Registrable Securities pursuant to this Section 2 after unless the later of Company shall be eligible at any time to file a registration statement on Form S-3 (ior other comparable short form) six months after it has consummated an initial public offering of Shares under the Securities Act, and (ii) 12 months after a registration statement filed under in which event there shall be no limit on the Exchange Act in respect of the Shares shall have been declared effective. Executive acknowledges and agrees that if any Person shall request, pursuant to a contractual right number of such Person, that Shares held by such Person be included in any registration statement filed registrations pursuant to this Section 2. Except as otherwise provided in Section 5, then the Shares to be registered on behalf all expenses of such Person and Executive registration shall be subject to reduction as set forth in borne by the third sentence of the second paragraph of Section 3Company.

Required Registration. After (a) From and after the expiration of --------------------- the Shelf Registration Statement provided for in Section 2.1, after receipt of a written request from Executive requesting that Company effect (x) the registration under the Securities Act Holders of Registrable Equity Securities representing at least an aggregate of 1050% of the total of all Registrable Equity Securities then beneficially owned outstanding or (determined in accordance with Rule 13d-3 promulgated y) the Holders of Registrable Debt Securities representing at least an aggregate of 50% of the total of all Registrable Debt Security outstanding, requesting that the Company effect the registration of such Registrable Securities under the Exchange Securities Act, the Company shall promptly give written notice, pursuant to Section 2.2(c) hereof, to the Holders of such Registrable Equity Securities or Registrable Debt Securities, as the case may be, of the receipt of such request and each such other Holder, in lieu of exercising its rights under Section 2.3, may elect (by Executivewritten notice sent to the Company within ten Business Days from the date of such Holder's receipt of the aforementioned notice) to have such Registrable Equity Securities or Registrable Debt Securities, specifying as the intended method or methods of disposition thereofcase may be, held by it included in such registration thereof pursuant to this Section 2.2. Thereupon the Company shall, as expeditiously as is possiblepossible and subject to the other terms and conditions of this Agreement, file with the Commission a Registration Statement under the Securities Act in accordance with Section 2.5 covering the Registrable Securities requested to be included in such registration, and the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Company has been so requested cause such Registration Statement to register by Executive for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, become effective as aforesaid) of the Registrable Securities so registered; provided, however, that (x) Company shall not be required to effect more than two (2) registrations of any Registrable Securities which shall have been declared effective by the Commission pursuant to this Section 2, and (y) Company shall only be required to effect a registration of Registrable Securities pursuant to this Section 2 after the later of (i) six months after it has consummated an initial public offering of Shares under the Securities Act, and (ii) 12 months after a registration statement filed under the Exchange Act in respect of the Shares shall have been declared effective. Executive acknowledges and agrees that if any Person shall request, pursuant to a contractual right of such Person, that Shares held by such Person be included in any registration statement filed pursuant to this Section 2, then the Shares to be registered on behalf of such Person and Executive shall be subject to reduction expeditiously as set forth in the third sentence of the second paragraph of Section 3practicable.

Required Registration. After receipt of a written request --------------------- from Executive the holders of Registrable Securities requesting that Company effect the a registration under the Securities Act of Registrable Securities representing covering either at least an aggregate of 1020% of the total of all Registrable Securities then beneficially owned (determined in accordance with Rule 13d-3 promulgated under the Exchange Act) by Executiveinitially outstanding, and specifying the intended method or methods of disposition thereof, Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder may elect (by written notice sent to Company within 10 Business Days from the date of such Holder's receipt of the aforementioned Company's notice) to have Registrable Securities included in such registration thereof pursuant to this Section 2. Thereupon Company shall, as expeditiously as is possible, use its best efforts to effect the registration under the Securities Act of all shares of Registrable Securities which Company has been so requested to register by Executive such Holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that (x) Company shall not be required to effect more than two (2) registrations of any Registrable Securities pursuant to this Section 2 unless Company shall be eligible at any time to file a registration statement on Form S-3 (or other comparable short form) under the Securities Act, in which event there shall have been declared effective by be no limit on the Commission number of such registrations pursuant to this Section 2, and (y) Company shall only be required to effect a registration . The rights of Registrable Securities pursuant to the Holders under this Section 2 after shall not become effective until the later earlier of January 1, 2000 or ninety (i90) six months after it has consummated an initial public offering days following the consummation of Shares under the Securities Act, and a Secondary Offering (ii) 12 months after a registration statement filed under the Exchange Act in respect of the Shares shall have been declared effective. Executive acknowledges and agrees that if any Person shall request, pursuant to a contractual right of such Person, that Shares held by such Person be included in any registration statement filed pursuant to this Section 2, then the Shares to be registered on behalf of such Person and Executive shall be subject to reduction as set forth in the third sentence of the second paragraph of Section 3hereinafter defined).

Required Registration. (a) After receipt of a written request from Executive the Holders of Registrable Securities requesting that Company effect the a registration under the Securities Act covering at least thirty (30%) percent of the Registrable Securities representing at least an aggregate of 10% outstanding as of the total of all Registrable Securities then beneficially owned (determined in accordance with Rule 13d-3 promulgated under the Exchange Act) by Executivedate hereof, and specifying the intended method or methods of disposition thereof, Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 may elect (by written notice sent to Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned Company's notice) to have Registrable Securities included in such registration thereof pursuant to this Section 2. Thereupon Company shall, as expeditiously as is possible, use its best efforts to effect the registration under the Securities Act of all shares of Registrable Securities which Company has been so requested to register by Executive such Holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that (xthat, subject to the provisions of Section 2(b) hereof, Company shall not be required to effect more than two three (23) registrations of any Registrable Securities which shall have been declared effective by the Commission pursuant to this Section 2, and (y) Company shall only be required to effect a registration . The rights of Registrable Securities pursuant to the Holders under this Section 2 shall not become effective until ninety (90) days after the later of (i) six months after it has consummated an initial public offering of Shares under the Securities Act, and (ii) 12 months after a date hereof. Any such registration statement filed under the Exchange Act in respect of the Shares shall have been declared effective. Executive acknowledges and agrees that if any Person shall request, effectuated pursuant to a contractual right the terms of such Person, that Shares held by such Person be included in any registration statement filed pursuant to this Section 2, then the Shares 2 shall hereinafter be referred to be registered on behalf of such Person and Executive shall be subject to reduction as set forth in the third sentence of the second paragraph of Section 3.a "

Required Registration. The rights ("Required Registration") of holders of Warrants or Warrant Stock under this Section 9.3 shall expire on the Expiration Date. After receipt of a written request from Executive requesting that Company effect the registration under the Securities Act holders of Registrable Securities Warrants or Warrant Stock representing at least an aggregate of 10% 50 percent of the total of (i) all Registrable Securities shares of Warrant Stock then beneficially owned subject to issuance upon exercise of all Warrants or (determined ii) all shares of Warrant Stock then Outstanding having an aggregate Current Market Price in accordance with Rule 13d-3 promulgated excess of $400,000, requesting that the Company effect the registration of Warrant Stock issuable upon the exercise of such holder's Warrants or of any of such holder's Warrant Stock under the Exchange Act) by Executive, Securities Act and specifying the intended method or methods of disposition thereof, the Company shall promptly notify all holders of Warrants and Warrant Stock in writing of the receipt of such request and each such holder, in lieu of exercising its rights under Section 9.4, may elect (by written notice specifying the intended method or methods of disposition of Warrant Stock sent to the Company within 10 Business Days from the date of such holder's receipt of the aforementioned Company's notice) to have such holder's shares of Warrant Stock included in such registration thereof pursuant to this Section 9.3. Thereupon the Company shall, as expeditiously as is possible, use its best efforts to effect the registration under the Securities Act of all Registrable Securities shares of Warrant Stock which the Company has been so requested to register by Executive such holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that (x) Company shall not be required to effect more than two (2) registrations of any Registrable Securities which shall have been declared effective by the Commission pursuant to this Section 2, and (y) Company shall only be required to effect a registration of Registrable Securities pursuant to this Section 2 after the later of (i) six months after it has consummated an initial public offering of Shares under the Securities Act, and (ii) 12 months after a registration statement filed under the Exchange Act in respect of the Shares shall have been declared effective. Executive acknowledges and agrees that if any Person shall request, pursuant to a contractual right of such Person, that Shares held by such Person be included in any registration statement filed pursuant to this Section 2, then the Shares to be registered on behalf of such Person and Executive shall be subject to reduction as set forth in the third sentence of the second paragraph of Section 3.the

Required Registration. (a) After receipt of a written request from Executive the Holders of Registrable Securities requesting that Company effect the a registration under the Securities Act of Registrable Securities representing covering at least an aggregate of 10% 50,000 shares of the total of all Registrable Securities then beneficially owned (determined in accordance with Rule 13d-3 promulgated under the Exchange Act) by ExecutiveSecurities, and specifying the intended method or methods of disposition thereof, Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 may elect (by written notice sent to Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned Company's notice) to have Registrable Securities included in such registration thereof pursuant to this Section 2. Thereupon Company shall, as expeditiously as is possible, use its best efforts to effect the registration under the Securities Act of all shares of Registrable Securities which Company has been so requested to register by Executive such Holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that (xthat, subject to the provisions of Section 2(b) hereof, Company shall not be required to effect more than two three (23) registrations of any Registrable Securities which shall have been declared effective by the Commission pursuant to this Section 2, and (y) Company shall only be required to effect a registration . The rights of Registrable Securities pursuant to the Holders under this Section 2 shall not become effective until thirty (30) days after the later of (i) six months after it has consummated an initial public offering of Shares under the Securities Act, and (ii) 12 months after a date hereof. Any such registration statement filed under the Exchange Act in respect of the Shares shall have been declared effective. Executive acknowledges and agrees that if any Person shall request, effectuated pursuant to a contractual right the terms of such Person, that Shares held by such Person be included in any registration statement filed pursuant to this Section 2, then the Shares 2 shall hereinafter be referred to be registered on behalf of such Person and Executive shall be subject to reduction as set forth in the third sentence of the second paragraph of Section 3a "Demand Registration."

Required Registration. After receipt of a written request from Executive the Holders of Registrable Securities requesting that the Company effect the a registration under the Securities Act of Registrable Securities representing covering at least an aggregate of 10% 375,000 of the total of all Registrable Securities then beneficially owned (determined in accordance with Rule 13d-3 promulgated under the Exchange Act) by ExecutiveSecurities, and specifying the intended method or methods of disposition thereof, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 may elect (by written notice sent to the Company within 10 Business Days from the date of such Holder's receipt of the aforementioned Company's notice) to have Registrable Securities included in such registration thereof pursuant to this Section 2. Thereupon the Company shall, as expeditiously as is possible, use its best efforts to effect the registration under the Securities Act of all shares of Registrable Securities which the Company has been so requested to register by Executive such Holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that (x) the Company shall not be required to effect more than two five (25) registrations at the request of any Registrable Securities which shall have been declared effective by the Commission pursuant to this Section 2, and (y) Company shall only be required to effect a registration such Holder of any Registrable Securities pursuant to this Section 2 after unless the later of Company shall be eligible at any time to file a registration statement on Form S-3 (ior other comparable short form) six months after it has consummated an initial public offering of Shares under the Securities Act, and (ii) 12 months after a registration statement filed under in which event there shall be no limit on the Exchange Act in respect of the Shares shall have been declared effective. Executive acknowledges and agrees that if any Person shall request, pursuant to a contractual right number of such Person, that Shares held by such Person be included in any registration statement filed registrations pursuant to this Section 2. Except as otherwise provided in Section 5, then the Shares to be registered on behalf all expenses of such Person and Executive registration shall be subject to reduction as set forth in borne by the third sentence of the second paragraph of Section 3Company.