Common use of Right to Request Registration Clause in Contracts

Right to Request Registration. Subject to the provisions hereof, at any time when the Company is eligible to use Form S-3 prior to the Termination Date and if the Investor has not previously requested a Demand Registration which has resulted in an effective Demand Registration Statement, the Investor shall be entitled to request on one occasion that the Company file a Registration Statement on Form S-3 (or an amendment or supplement to an existing registration statement on Form S-3) for a public offering of all or such portion of the Registrable Shares designated by the Investor pursuant to Rule 415 promulgated under the Securities Act or otherwise (an “S-3 Shelf Registration”). A request for an S-3 Shelf Registration may not be made at any time when the Company is diligently pursuing a primary or secondary underwritten offering pursuant to a registration statement. Upon such request, and subject to Section 5, the Company shall use reasonable best efforts (i) to file a Registration Statement (or any amendment or supplement thereto) covering the number of shares of Registrable Shares specified in such request under the Securities Act on Form S-3 (an “S-3 Shelf Registration Statement”) for public sale in accordance with the method of disposition specified in such request within 10 business days (in the case of a Registration Statement that is automatically effective upon filing if the company is eligible to make such a filing under the Securities Act) or 45 days (in the case of all other Registration Statements) after the Investor’s written request therefor and (ii) if necessary, to cause such S-3 Shelf Registration Statement to become effective as soon as practical thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing. The right to request an S-3 Shelf Registration may be exercised no more than once in the aggregate and, pursuant to Section 2(b) may not be exercised after a Demand Registration, regardless of the number of Permitted Transferees who may become an Investor pursuant to Section 11.

Right to Request Registration. Subject to the provisions hereof, at any time when the Company is eligible to use Form S-3 prior to the Termination Date and if the Investor has not previously requested a Demand Registration which has resulted in an effective Demand Registration StatementDate, the Investor shall be entitled to request on one occasion that the Company file a Registration Statement on Form S-3 (or an amendment or supplement to an existing registration statement on Form S-3) for a public offering of all or such portion of the Registrable Shares Securities designated by the Investor pursuant to Rule 415 promulgated under the Securities Act or otherwise (an “S-3 Shelf Registration”). A request for an S-3 Shelf Registration may not be made at any time when the Company is diligently pursuing a primary or secondary underwritten offering pursuant to a registration statement. Upon such request, and subject to Section 5, the Company shall use reasonable best efforts (i) to file a Registration Statement (or any amendment or supplement thereto) covering the number of shares of Registrable Shares Securities specified in such request under the Securities Act on Form S-3 (an “S-3 Shelf Registration Statement”) for public sale in accordance with the method of disposition specified in such request within 10 business days (in the case of a Registration Statement that is automatically effective upon filing if the company is eligible to make such a filing under the Securities Act) or 45 days (in the case of all other Registration Statements) after the Investor’s written request therefor and (ii) if necessary, to cause such S-3 Shelf Registration Statement to become effective as soon as practical thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing. The right to request an S-3 Shelf Registration may be exercised no more than once in the aggregate and, pursuant to Section 2(b) may not be exercised after a Demand Registration, regardless of the number of Permitted Transferees who may become an Investor pursuant to Section 11aggregate.

Right to Request Registration. Subject to the provisions hereof, at any time when the Company is eligible to use Form S-3 prior to the Termination Date and if the Investor has not previously requested a Demand Registration which has resulted in an effective Demand Registration StatementDate, the Investor shall be entitled to request on one occasion that the Company file a Registration Statement on Form S-3 (or an amendment or supplement to an existing registration statement on Form S-3) for a public offering of all or such portion of the Registrable Shares designated by the Investor pursuant to Rule 415 promulgated under the Securities Act or otherwise (an “S-3 Shelf Registration”). A request for an S-3 Shelf Registration may not be made within six months after the Investor has sold Shares in a Demand Registration or at any time when an S-3 Shelf Registration is in effect or the Company is diligently pursuing a primary or secondary underwritten offering pursuant to a registration statement. Upon such request, and subject to Section 5, the Company shall use reasonable best efforts (i) to file a Registration Statement (or any amendment or supplement thereto) covering the number of shares of Registrable Shares specified in such request under the Securities Act on Form S-3 (an “S-3 Shelf Registration Statement”) for public sale in accordance with the method of disposition specified in such request within 10 five business days (in the case of a Registration Statement that is automatically effective upon filing if the company is eligible to make such a filing under the Securities Actfiling) or 45 30 days (in the case of all other Registration Statements) after the Investor’s written request therefor and (ii) if necessary, to cause such S-3 Shelf Registration Statement to become effective as soon as practical thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing. The right to request an S-3 Shelf Registration may be exercised no more than once in the aggregate and, pursuant to Section 2(b) may not be exercised after a Demand Registrationaggregate, regardless of the number of Permitted Transferees who may become an Investor pursuant to Section 11. If the Investor has used its right to an S-3 Shelf Registration pursuant to this Section 4 and has exercised fewer than three Demand Registrations, the Investor may elect an additional S-3 Shelf Registration and, upon such election, the number of Demand Registrations available to the Investor shall be reduced by one.

Right to Request Registration. Subject to the provisions hereof, at any time when hereof and the Company is eligible Company’s eligibility to use Form S-3, as promptly as practicable after the Company receives written notice of a request for an S-3 prior to the Termination Date and if the Investor has not previously requested a Demand Shelf Registration which has resulted in an effective Demand Registration Statementfrom either of 3G or Berkshire, the Investor Company shall be entitled to request on one occasion that file with the Company file SEC a Registration Statement on Form S-3 (or an amendment or supplement to an existing registration statement on Form S-3) for a public offering of all or such portion of the Registrable Shares designated by the Investor pursuant to Rule 415 promulgated under the Securities Act or otherwise for the S-3 Shelf Registration (an a “S-3 Shelf RegistrationRegistration Statement”). A request for an S-3 Shelf Registration Statement may not be made within 120 days after the requesting Investor (or any Permitted Transferees who acquired their Registrable Shares directly or indirectly from such original Investor) has sold at least 90% of the Shares requested to be included in a Demand Registration or at any time when an S-3 Shelf Registration covering Shares of the Company requesting Investor or any of its direct or indirect Permitted Transferees is diligently pursuing in effect or a primary or secondary underwritten offering pursuant to a registration statementRedemption Offering has been initiated (and not withdrawn) by Berkshire and not yet consummated. Upon such request, and subject to Section 5Once effective, the Company shall use reasonable best efforts (i) to file a Registration Statement (or any amendment or supplement thereto) covering the number of shares of Registrable Shares specified in such request under the Securities Act on Form S-3 (an “S-3 Shelf Registration Statement”) for public sale in accordance with the method of disposition specified in such request within 10 business days (in the case of a Registration Statement that is automatically effective upon filing if the company is eligible to make such a filing under the Securities Act) or 45 days (in the case of all other Registration Statements) after the Investor’s written request therefor and (ii) if necessary, to cause such S-3 Shelf Registration Statement to become remain continuously effective for such time period as soon is specified in such request but for no time period longer than the period ending on the earliest of (A) the date on which all Registrable Shares covered by such S-3 Shelf Registration have been sold pursuant to the S-3 Shelf Registration, (B) the date as practical thereafterof which there are no longer any Registrable Shares covered by such S-3 Shelf Registration in existence and (C) the date on which such S-3 Shelf Registration Statement expires, provided that the Company shall renew such S-3 Shelf Registration Statement upon such expiration. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filingan Automatic Shelf Registration Statement. The right to request an S-3 Shelf Registration hereunder is in addition to the rights of 3G and Berkshire under Section 2 with respect to Demand Registrations. The right to request an S-3 Shelf Registration hereunder may be exercised no more than once by each of 3G and Berkshire; provided that if, 12 calendar months after the first day of the month following the date hereof, the Company does not meet the eligibility requirements of Form S-3 or loses its eligibility to use Form S-3, then 3G and Berkshire shall (subject to satisfying the conditions to a Demand Registration set forth in Section 2) each be entitled to request up to three additional Demand Registrations in the aggregate per year, until such time as the Company meets the eligibility requirements of Form S-3; provided, further that if either 3G or Berkshire has used its right to a S-3 Shelf Registration pursuant to this Section 4 and has (inclusive of its direct and indirect Permitted Transferees who have become Investors under Section 13 below) exercised fewer than three Demand Registrations, then either 3G or Berkshire, as applicable, may elect a second S-3 Shelf Registration and, pursuant to Section 2(b) may not be exercised after a Demand Registrationupon such election, regardless of the number of Demand Registrations available to it and its direct and indirect Permitted Transferees who may have become an Investor pursuant to Investors under Section 1113 below shall be reduced by one.

Right to Request Registration. Subject to the provisions hereof, at any time when the Company is eligible to use Form S-3 prior to during the Termination Date and if the Investor has not previously requested a Demand Registration which has resulted in an effective Demand Registration StatementPeriod, the Investor shall be entitled to request on one occasion that the Company file a Registration Statement on Form S-3 (or an amendment or supplement to an existing registration statement on Form S-3) for a public offering of all or such portion of the Registrable Shares designated by the Investor pursuant to Rule 415 promulgated under the Securities Act or otherwise (an a “S-3 Shelf Registration”). A request for an a S-3 Shelf Registration may be made prior to the commencement of the Registration Period; provided, however, the Company shall have no obligation to file a S-3 Shelf Registration prior to the commencement of the Registration Period. In addition, a request for a S-3 Shelf Registration may not be made within six months after the Investor has sold Shares in a Demand Registration or at any time when a S-3 Shelf Registration is in effect or the Company is diligently pursuing a primary or secondary underwritten offering pursuant to a registration statement. Upon such request, and subject to Section 5, the Company shall use reasonable best efforts (i) to file a Registration Statement (or any amendment or supplement thereto) covering the number of shares of Registrable Shares specified in such request under the Securities Act on Form S-3 (an a “S-3 Shelf Registration Statement”) for public sale in accordance with the method of disposition specified in such request within 10 ten business days (in the case of a Registration Statement that is automatically effective upon filing if the company is eligible to make such a filing under the Securities Actfiling) or 45 30 days (in the case of all other Registration Statements) after the Investor’s written request therefor and (ii) if necessary, to cause such S-3 Shelf Registration Statement to become effective as soon as practical thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing. The right to request an a S-3 Shelf Registration may be exercised no more than once in the aggregate and, pursuant to Section 2(b) may not be exercised after a Demand Registrationaggregate, regardless of the number of Permitted Transferees who may become an Investor pursuant to Section 11. If the Investor has used its right to a S-3 Shelf Registration pursuant to this Section 4 and has exercised fewer than three Demand Registrations, the Investor may elect a second S-3 Shelf Registration and, upon such election, the number of Demand Registrations available to the Investor shall be reduced by one.

Right to Request Registration. Subject to the provisions hereof, at any time when the Company is eligible to use Form S-3 prior to the Termination Date and if the Investor has not previously requested a Demand Registration which has resulted in an effective Demand Registration StatementDate, the Investor shall be entitled to request on one occasion that the Company file a Registration Statement on Form S-3 (or an amendment or supplement to an existing registration statement on Form S-3) for a public offering of all or such portion of the Registrable Shares designated by the Investor pursuant to Rule 415 promulgated under the Securities Act or otherwise (an “S-3 Shelf Registration”). A request for an S-3 Shelf Registration may not be made within six months after the Investor has sold Shares in a Demand Registration or at any time when an S-3 Shelf Registration is in effect or the Company is diligently pursuing a primary or secondary underwritten offering pursuant to a registration statement. Upon such request, and subject to Section 5, the Company shall use reasonable best efforts (i) to file a Registration Statement (or any amendment or supplement thereto) covering the number of shares of Registrable Shares specified in such request under the Securities Act on Form S-3 (an “S-3 Shelf Registration Statement”) for public sale in accordance with the method of disposition specified in such request within 10 five business days (in the case of a Registration Statement that is automatically effective upon filing if the company is eligible to make such a filing under the Securities Actfiling) or 45 30 days (in the case of all other Registration Statements) after the Investor’s written request therefor and (ii) if necessary, to cause such S-3 Shelf Registration Statement to become effective as soon as practical thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing. The right to request an S-3 Shelf Registration may be exercised no more than once in the aggregate and, pursuant to Section 2(b) may not be exercised after a Demand Registrationaggregate, regardless of the number of Permitted Transferees who may become an Investor pursuant to Section 11. If the Investor has used its right to an S-3 Shelf Registration pursuant to this Section 4 and has exercised fewer than three Demand Registrations, the Investor may elect a second S-3 Shelf Registration and, upon such election, the number of Demand Registrations available to the Investor shall be reduced by one.

Right to Request Registration. Subject to the provisions hereof, at any time when the Company is eligible to use Form S-3 prior to the Termination Date and if the Investor has not previously requested a Demand Registration which has resulted in an effective Demand Registration StatementDate, the Investor shall be entitled to request on one occasion two (2) occasions that the Company file a Registration Statement on Form S-3 (or an amendment or supplement to an existing registration statement on Form S-3) for a public offering of all or such portion of the Registrable Shares designated by the Investor pursuant to Rule 415 promulgated under the Securities Act or otherwise (an “S-3 Shelf Registration”). A request for an S-3 Shelf Registration may not be made within three months after the Investor has sold Shares in a Demand Registration or at any time when an S-3 Shelf Registration is in effect or the Company is diligently pursuing a primary or secondary underwritten offering pursuant to a registration statement. Upon such request, and subject to Section 5, the Company shall use reasonable best efforts (i) to file a Registration Statement (or any amendment or supplement thereto) covering the number of shares of Registrable Shares specified in such request under the Securities Act on Form S-3 (an “S-3 Shelf Registration Statement”) for public sale in accordance with the method of disposition specified in such request within 10 twenty (20) business days (in the case of a Registration Statement that is automatically effective upon filing if the company is eligible to make such a filing under the Securities Act) or 45 days (in the case of all other Registration Statements) after the Investor’s written request therefor and (ii) use best efforts, if necessary, to cause such S-3 Shelf Registration Statement to become effective as soon as practical thereafterpracticable thereafter and in any event within sixty (60) calendar days of the Investor’s written request for such S-3 Shelf Registration. If permitted under the Securities ActAct (and the rules and regulations thereunder), such Registration Statement shall be one that is becomes automatically effective upon filing. The right to request an S-3 Shelf Registration may be exercised no more than once twice in the aggregate and, pursuant to Section 2(b) may not be exercised after a Demand Registrationaggregate, regardless of the number of Permitted Transferees who may become an Investor pursuant to Section 11. If the Investor has used its right to a S-3 Shelf Registration pursuant to this Section 4 and has exercised fewer than three Demand Registrations, the Investor may elect a third S-3 Shelf Registration and, upon such election, the number of Demand Registrations available to the Investor shall be reduced by one.

Right to Request Registration. Subject to the provisions hereof, at any time when the Company is eligible to use Form S-3 prior to the Registration Termination Date and if the Investor has not previously requested a Demand Registration which has resulted in an effective Demand Registration StatementDate, the Investor shall be entitled to request on one occasion two (2) occasions that the Company file a Registration Statement on Form S-3 (or an amendment or supplement to an existing registration statement on Form S-3) for a public offering of all or such portion of the Registrable Shares designated by the Investor pursuant to Rule 415 promulgated under the Securities Act or otherwise (an “S-3 Shelf Registration”). A request for an S-3 Shelf Registration may not be made within three months after the Investor has sold Shares in a Demand Registration or at any time when an S-3 Shelf Registration is in effect or the Company is diligently pursuing a primary or secondary underwritten offering pursuant to a registration statement. Upon such request, and subject to Section 5, the Company shall use reasonable best efforts (i) to file a Registration Statement (or any amendment or supplement thereto) covering the number of shares of Registrable Shares specified in such request under the Securities Act on Form S-3 (an “S-3 Shelf Registration Statement”) for public sale in accordance with the method of disposition specified in such request within 10 business days twenty (in the case of a Registration Statement that is automatically effective upon filing if the company is eligible to make such a filing under the Securities Act20) or 45 days (in the case of all other Registration Statements) Business Days after the Investor’s written request therefor and (ii) use best efforts, if necessary, to cause such S-3 Shelf Registration Statement to become effective as soon as practical thereafterpracticable thereafter and in any event within sixty (60) calendar days of the Investor’s written request for such S-3 Shelf Registration. If permitted under the Securities ActAct (and the rules and regulations thereunder), such Registration Statement shall be one that is becomes automatically effective upon filing. The right to request an S-3 Shelf Registration may be exercised no more than once twice in the aggregate and, pursuant to Section 2(b) may not be exercised after a Demand Registrationaggregate, regardless of the number of Permitted Transferees who may become an Investor pursuant to Section 11. If the Investor has used its right to a S-3 Shelf Registration pursuant to this Section 4 and has exercised fewer than three Demand Registrations, the Investor may elect a third S-3 Shelf Registration and, upon such election, the number of Demand Registrations available to the Investor shall be reduced by one.

Right to Request Registration. Subject to the provisions hereof, at any time when the Company is eligible to use Form S-3 prior to the Registration Rights Termination Date and if the Investor Stockholder has not previously requested a number of Demand Registration Registrations or S-3 Shelf Registrations which has resulted in an a total of four (4) effective Demand Registration StatementStatements and/or S-3 Shelf Registration Statements, the Investor Stockholder shall be entitled to request on one occasion that the Company file a Registration Statement on Form S-3 (or an amendment or supplement to an existing registration statement on Form S-3) for a public offering of all or such portion of the Registrable Shares designated by the Investor Stockholder pursuant to Rule 415 promulgated under the Securities Act or otherwise (an “S-3 Shelf Registration”). A request for an S-3 Shelf Registration may not be made at any time when the Company is diligently pursuing a primary or secondary underwritten offering pursuant to a registration statement. Upon such request, and subject to Section 56.4, the Company shall use reasonable best efforts (i) to file a Registration Statement (or any amendment or supplement thereto) covering the number of shares of Registrable Shares specified in such request under the Securities Act on Form S-3 (an “S-3 Shelf Registration Statement”) for public sale in accordance with the method of disposition specified in such request within 10 business days ten (10) Business Days (in the case of a Registration Statement that is automatically effective upon filing if the company is eligible to make such a filing under the Securities Act) or 45 forty five (45) days (in the case of all other Registration Statements) after the InvestorStockholder’s written request therefor and (ii) if necessary, to cause such S-3 Shelf Registration Statement to become effective as soon as practical thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing. The right to request an S-3 Shelf Registration may be exercised no more than once in the aggregate and, pursuant to Section 2(b) may not be exercised after a Demand Registration, regardless of the number of Permitted Transferees who may become an Investor pursuant to Section 11.

Right to Request Registration. Subject to the provisions hereof, at any time when the Company is eligible to use Form S-3 prior to the Termination Date and if the Investor has not previously requested a Demand Registration which has resulted in an effective Demand Registration StatementDate, the Investor shall be entitled to request on one occasion that the Company file a Registration Statement on Form S-3 (or an amendment or supplement to an existing registration statement on Form S-3) for a public offering of all or such portion of the Registrable Shares designated by the Investor pursuant to Rule 415 promulgated under the Securities Act or otherwise (an “S-3 Shelf Registration”). A request for an S-3 Shelf Registration may not be made within six months after the Investor has sold Shares in a Demand Registration or at any time when an S-3 Shelf Registration is in effect or the Company is diligently pursuing a primary or secondary underwritten offering pursuant to a registration statement. Upon such request, and subject to Section 5, the Company shall use reasonable best efforts (i) to file a Registration Statement (or any amendment or supplement thereto) covering the number of shares of Registrable Shares specified in such request under the Securities Act on Form S-3 (an “S-3 Shelf Registration Statement”) for public sale in accordance with the method of disposition specified in such request within 10 five business days (in the case of a Registration Statement that is automatically effective upon filing if the company is eligible to make such a filing under the Securities Actfiling) or 45 30 days (in the case of all other Registration Statements) after the Investor’s written request therefor and (ii) if necessary, to cause such S-3 Shelf Registration Statement to become effective as soon as practical thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing. The right to request an S-3 Shelf Registration may be exercised no more than once in the aggregate and, pursuant to Section 2(b) may not be exercised after a Demand Registrationaggregate, regardless of the number of Permitted Transferees who may become an Investor pursuant to Section 11. If the Investor has used its right to a S-3 Shelf Registration pursuant to this Section 4 and has exercised fewer than three Demand Registrations, the Investor may elect a second S-3 Shelf Registration and, upon such election, the number of Demand Registrations available to the Investor shall be reduced by one.

Right to Request Registration. Subject to At any time after the provisions date hereof, at any time when the Company is eligible to use Form S-3 prior to the Termination Date and if the Investor has not previously requested a Demand Registration which has resulted in an effective Demand Registration Statement, the Investor shall be entitled to request on one occasion that the Company file a Registration Statement on Form S-3 (or an amendment or supplement to an existing registration statement on Form S-3) for a public offering of all or such portion of the Registrable Shares designated by the Investor pursuant to Rule 415 promulgated under the Securities Act or otherwise (an “S-3 Shelf Registration”). A request for an S-3 Shelf Registration may not be made at any time when the Company is diligently pursuing a primary or secondary underwritten offering pursuant to a registration statement. Upon such request, Stockholder and subject to Section 5the last sentence of this paragraph, the Company shall use reasonable its best efforts (i) to promptly file a Registration Statement (one or any amendment more registration statements on Form S-3 or supplement thereto) covering such other form under the Securities Act then available to the Company providing for the resale pursuant to Rule 415 from time to time by the Stockholder of such number of shares of all Registrable Shares specified Common Stock requested by the Stockholder to be registered thereby (including the Prospectus, amendments and supplements to the shelf registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such request under the Securities Act on Form S-3 (an shelf registration statement, each a “S-3 Shelf Registration Statement”) for public sale in accordance with ). Such Shelf Registration Statements shall be on Form S-1 or Form S-3 depending on the method of disposition specified in Company’s Form S-3 eligibility at such request within 10 business days (in the case of a time; provided that if such Shelf Registration Statement that is automatically effective upon filing if on Form S-1 and the company is Company subsequently becomes eligible to make register the resale of securities on Form S-3, the Company shall promptly amend such a filing under the Securities Act) or 45 days (in the case of all other Registration Statements) after the Investor’s written request therefor and (ii) if necessary, to cause such S-3 Shelf Registration Statement to become Form S-3 or file a new Shelf Registration Statement on Form S-3. The Company shall use its best efforts to cause each Shelf Registration Statement to be declared effective by the SEC as soon promptly as practical thereafterpracticable following such filing. If permitted The Company shall maintain the effectiveness of each Shelf Registration Statement, or a replacement Shelf Registration Statement if necessary under the Securities Act, until the first date as of which all the shares of Registrable Common Stock included in such Shelf Registration Statement have been sold (including the shares of Common Stock issuable upon exercise of the Series II Exchange Warrants and the final tranche of the Series III Exchange Warrants (each as defined in the Exchange Agreement). Not later than (x) 30 days following each of the (i) Closing Date (as defined in the Exchange Agreement), (ii) the date of issuance of any Series II Exchange Warrants and (iii) the final tranche of the Series III Exchange Warrants, the Company shall file a Shelf Registration Statement, and (y) on the 181st day following each of (i) the Closing Date, (ii) the date of issuance of any Series II Exchange Warrants and (iii) the final tranche of the Series III Exchange Warrants, the Company shall file a second Shelf Registration Statement naming the Stockholder or an Affiliate of the Stockholder as an underwriter in the Plan of Distribution contained therein. Notwithstanding the foregoing, if the Company shall obtain the express permission of FINRA to include the Stockholder or an Affiliate of the Stockholder as an underwriter in the Plan of Distribution contained in a Shelf Registration Statement pursuant to clause (x) of the preceding sentence (which permission shall be one that is automatically effective upon filing. The right confirmed with respect to request an S-3 each Shelf Registration Statement required by the prior sentence but may be exercised no more than once in include that the aggregate andStockholder or applicable Affiliate may not act as underwriter for a period of 180 days following the filing of the applicable Shelf Registration Statement), the Stockholder shall waive the requirement that a corresponding Shelf Registration Statement pursuant to Section 2(bthe applicable subsection of clause (y) may not be exercised after a Demand Registration, regardless of the number preceding sentence be filed, provided that should subsequent action or advice of Permitted Transferees who may become an Investor pursuant FINRA be taken or provided to Section 11the contrary, this sentence shall no longer apply and the rights of the Stockholder under the previous sentence shall be reinstated in their entirety.

Right to Request Registration. Subject to the provisions hereof, at any time when the Company is eligible to use Form S-3 F-3 prior to the Termination Date and if the Investor has not previously requested a Demand Registration which has resulted in an effective Demand Registration StatementDate, the Investor shall be entitled to request on one occasion that the Company file a Registration Statement on Form S-3 F-3 (or an amendment or supplement to an existing registration statement on Form S-3F-3) for a public offering of all or such portion of the Registrable Shares designated by the Investor pursuant to Rule 415 promulgated under the Securities Act or otherwise (an “S-3 F-3 Shelf Registration”). Following such time as the Company registers equity securities with the SEC, the Company shall use its reasonable best efforts to qualify for registration on Form F-3. A request for an S-3 F-3 Shelf Registration may not be made within six months after the Investor has sold Shares in a Demand Registration or at any time when an F-3 Shelf Registration is in effect or the Company is diligently pursuing a primary or secondary underwritten offering pursuant to a registration statementRegistration Statement. Upon such request, and subject to Section 5, the Company shall use reasonable best efforts (i) to file a Registration Statement (or any amendment or supplement thereto) covering the number of shares of Registrable Shares specified in such request under the Securities Act on Form S-3 F-3 (an “S-3 F-3 Shelf Registration Statement”) for public sale in accordance with the method of disposition specified in such request within 10 five business days (in the case of a Registration Statement that is automatically effective upon filing if the company is eligible to make such a filing under the Securities Actfiling) or 45 30 days (in the case of all other Registration Statements) after the Investor’s written request therefor and (ii) if necessary, to cause such S-3 F-3 Shelf Registration Statement to become effective as soon as practical thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing. The right to request an S-3 F-3 Shelf Registration may be exercised no more than once in the aggregate and, pursuant to Section 2(b) may not be exercised after a Demand Registrationaggregate, regardless of the number of Permitted Transferees who may become an Investor pursuant to Section 1110(a) or transferees or assignees of rights hereunder pursuant to Section 10(b). If the Investor has used its right to a F-3 Shelf Registration pursuant to this Section 4 and has exercised fewer than three Demand Registrations, the Company’s obligations with respect to any unexercised Demand Registrations shall be deemed to have been satisfied upon its filing with the SEC of F-3 Shelf Registration Statement and compliance with its obligations under Section 4(b) below in respect of such number of Shelf Takedowns completed as underwritten offerings as would equal the number of unexercised Demand Registrations at the date of filing of such F-3 Shelf Registration Statement, and Section 4(e) below in respect of the effective period of such F-3 Shelf Registration Statement.

Right to Request Registration. Subject to the provisions hereofrestrictions of this Section 2, at any time when after the date hereof, Holders of at least 20% of the Registrable Securities may request in writing (each such request, a “Demand Request”) that the Company effect a registration for resale under the Securities Act of all or part of such Holders' Registrable Securities either (i) on Form S-11 or any similar long-form Registration Statement or (ii) if the Company is eligible to use then eligible, on Form S-3 prior to the Termination Date and if the Investor has not previously requested a Demand Registration which has resulted in an effective Demand S‑3 or any similar short-form Registration Statement, the Investor shall including, in each of clauses (i) and (ii), for offerings to be entitled to request made on one occasion that the Company file a Registration Statement on Form S-3 (delayed or an amendment or supplement to an existing registration statement on Form S-3) for a public offering of all or such portion of the Registrable Shares designated by the Investor continuous basis pursuant to Rule 415 promulgated under the Securities Act (such a Registration Statement for offerings to be made on Form S-11 or otherwise (an Form S-3 pursuant to Rule 415, a “S-3 Shelf Registration”). A request for an S-3 Shelf Registration may not be made at any time when the Company is diligently pursuing a primary or secondary underwritten offering pursuant to a registration statement. Upon such request, and subject to Section 5, the The Company shall use commercially reasonable best efforts to (i) to file such a Registration Statement (or any amendment or supplement thereto) covering the number of shares of Registrable Shares specified in such request under the Securities Act on Form S-3 (an “S-3 Shelf Registration Statement”) for public sale in accordance with the method of disposition specified in such request within 10 business 60 days (in the case of a Form S-11 or other long-form Registration Statement that is automatically effective upon filing if the company is eligible to make such a filing under the Securities ActStatement) or 45 within 30 days (in the case of all a Form S-3 or other short-form Registration StatementsStatement) after receiving the Investor’s written request therefor Demand Request and (ii) if necessary, to cause such S-3 Shelf Registration Statement to become be declared effective by the SEC as soon as practical practicable thereafter. If permitted under ; provided that the Securities Act, Company shall have the right to postpone or withdraw the filing of any such Registration Statement shall be one that is automatically effective upon filingon account of a Suspension Period. The Company may satisfy its obligation to effect a registration upon a Demand Request by amending a previously filed Shelf Registration to include in such Shelf Registration the Registrable Securities subject to such Demand Request. The Holders making a Demand Request shall have the right to request an S-3 Shelf withdraw such Demand Request at any time prior to the effectiveness of the Registration may be exercised no more than once Statement filed pursuant to such Demand Request (by action of a majority of the Registrable Securities included in the aggregate and, Demand Request by such Holders); provided that any such request so withdrawn by the Holders after a Registration Statement has been filed pursuant to thereto shall count as one of the permitted Demand Requests hereunder (including for purposes of Section 2(b)) may not be exercised after a Demand Registration, regardless if such withdrawal was solely at the request of the number Holders and was not caused to a significant extent by any action or event attributable or related to the Company (including any event or series of Permitted Transferees who may become an Investor pursuant related events that has or would reasonably be expected to Section 11have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries taken as a whole), unless the Company is reimbursed by the Holders for all reasonable out-of-pocket expenses incurred by the Company in connection with such request.

Right to Request Registration. Subject to the all other provisions hereofof this Agreement, at any time when the Company is eligible to use Form S-3 prior to the Termination Date and if the Investor has not previously requested a Demand Registration which has resulted in an effective Demand Registration StatementDate, the Investor shall be entitled to request on one occasion that the Company file a Registration Statement on Form S-3 (or an amendment or supplement to an existing registration statement on Form S-3) for a public offering of all or such portion of the Registrable Shares designated by the Investor pursuant to Rule 415 promulgated under the Securities Act or otherwise (an “S-3 Shelf Registration”). A request for an S-3 Shelf Registration may not be made within six (6) months after the Investor has sold Shares in a Demand Registration or at any time when an S-3 Shelf Registration is in effect or the Company is diligently pursuing a primary or secondary underwritten offering pursuant to a registration statement. Upon such request, and subject to Section 5, the Company shall use reasonable best efforts (i) to file a Registration Statement (or any amendment or supplement thereto) covering the number of shares of Registrable Shares specified in such request under the Securities Act on Form S-3 (an “S-3 Shelf Registration Statement”) for public sale in accordance with the method of disposition specified in such request within 10 five business days (in the case of a Registration Statement that is automatically effective upon filing if the company is eligible to make such a filing under the Securities Actfiling) or 45 30 days (in the case of all other Registration Statements) after the Investor’s written request therefor and (ii) if necessary, to cause such S-3 Shelf Registration Statement to become effective as soon as practical thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing. The right to request an S-3 Shelf Registration may be exercised no more than once in the aggregate aggregate. If the Investor has used its right to a S-3 Shelf Registration pursuant to this Section 4 and has exercised fewer than three Demand Registrations, the Investor may elect a second S-3 Shelf Registration and, pursuant to Section 2(b) may not be exercised after a Demand Registrationupon such election, regardless of the number of Permitted Transferees who may become an Demand Registrations available to the Investor pursuant to Section 11shall be reduced by one.