Common use of S-3 Registration Clause in Contracts

S-3 Registration. (a) Subject to Section 2.4(b), if at any time (i) one or more Holders of Registrable Securities request (the “S-3 Request”) that the Company file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Registrable Securities held by it and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, as expeditiously as possible following such S-3 Request, use its reasonable best efforts to register under the 1933 Act on Form S-3 or any successor form thereto, for public sale in accordance with the intended methods of disposition specified in such Request or any subsequent requests (including, without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request and any subsequent requests (an “S-3 Registration”); provided, that if such registration is for an Underwritten Offering, the terms of Section 2.1(b) shall apply (and any reference to “Demand Registration” therein shall, for purposes of this Section 2.4, instead be deemed a reference to “S-3 Registration”). Whenever the Company is required by this Section 2.4 to use its reasonable best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(a) and 2.1(d) (including but not limited to the requirements that the Company (A) notify all Holders of Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to participate in the offering and (B) use its reasonable best efforts to have such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any reference in such Sections 2.1(a) and 2.1(d) to “Demand Registration” shall, for purposes of this Section 2.4, instead be deemed a reference to “S-3 Registration”). If the sole or lead managing Underwriter (if any) or the Required Holders of the Registration shall advise the Company in writing that in its opinion additional disclosure not required by Form S-3 is of material importance to the success of the offering, then such Registration Statement shall include such additional disclosure.

S-3 Registration. (a) Subject to Section 2.4(b), if If at any time that the Company is eligible to use Form S-3 or any successor thereto, the holders of Warrants or Warrant Shares holding not less than 25% of the Warrant Shares (iincluding Warrants exercisable therefor) one or more Holders of Registrable Securities request (the “S-3 Request”) that the Company file a registration statement Registration Statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Registrable Securities Warrant Shares held by it and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such securitiesholders, then the Company shall, as expeditiously as possible following such S-3 Request, shall use its commercially reasonable best efforts to register register, as soon as reasonably practicable but in any event within forty-five (45) calendar days of such request, under the 1933 Act on Form S-3 or any successor form theretothereto (an “S-3 Registration”), for public sale in accordance with the intended methods method of disposition specified in such Request or any subsequent requests (includingnotice, without limitation, by means the number of a Shelf Registration) the Registrable Securities Warrant Shares specified in such Request and any subsequent requests notice (an “S-3 Registration”)or otherwise proposed to be offered in such registration) ; provided, however, that if (i) no more than two such registration is for an Underwritten OfferingS-3 Registrations shall be required in any 12-month period, (ii) the terms of Section 2.1(b) Company shall apply (and any reference have no obligation to “Demand Registration” therein shall, for purposes of register such Warrant Shares pursuant to this Section 2.414(a) if (based on the Current Market Price) the number of Warrant Shares specified in such notice would not yield gross proceeds to the selling holders of at least $2,000,000 (based on the Current Market Price), instead and (iii) the Company shall not be deemed a reference required to “cause an S-3 Registration”)Registration to become effective prior to April 30, 2007. Whenever the Company is required by this Section 2.4 14 to use its commercially reasonable best efforts to effect the registration of Registrable SecuritiesWarrant Shares, each of the procedures and requirements of Section 2.1(aSections 14(b), 14(c), 14(f) and 2.1(d14(i) (including but not limited to the requirements requirement that the Company (A) notify all Holders of Registrable Securities holders from whom such Request for registration notice has not been received and provide them with the opportunity to participate in the offering and (B) use its reasonable best efforts to have such S-3 Registration Statement declared and remain effective for the time period specified hereinoffering) shall apply to such registration (and any reference in such Sections 2.1(a) and 2.1(d) registration. There is no limitation on the number of registrations pursuant to “Demand Registration” shall, for purposes of this Section 2.4, instead be deemed a reference to “S-3 Registration”). If the sole or lead managing Underwriter (if any14(a) or the Required Holders of the Registration shall advise that the Company in writing that in its opinion additional disclosure not required by Form S-3 is of material importance obligated to the success of the offering, then such Registration Statement shall include such additional disclosureeffect.

S-3 Registration. (a) Subject to Section 2.4(b), if If at any time (i) one any Investor Holder or more Holders any single other stockholder party hereto which holds a majority of Registrable Securities request the outstanding voting power of the Company (the “S-3 Request”a "Controlling Holder") requests that the Company file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Registrable Securities held by it such Investor Holder or Investor Holders or Controlling Holder, and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, as expeditiously as possible following such S-3 Request, use its reasonable best efforts to register under the 1933 Securities Act on Form S-3 or any successor form thereto, for public sale in accordance with the intended methods of disposition specified in such Request or any subsequent requests (including, without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request and any subsequent requests (an “S-3 Registration”)requests; provided, that if such registration is for an Underwritten Offering, the terms of Section Sections 2.1(b) and 2.1(d) shall apply (and any reference to “"Demand Registration” " therein shall, for purposes of this Section 2.42.3, instead be deemed a reference to “"S-3 Registration”"); provided, further, that a Controlling Holder may only request that such registration be a Shelf Registration. If the sole or lead managing Underwriter (if any) or the Majority Investor Holders of the Registration shall advise the Company in writing that in its opinion additional disclosure not required by Form S-3 is of material importance to the success of the offering, then such Registration Statement shall include such additional disclosure. Whenever the Company is required by this Section 2.4 2.3 to use its reasonable best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(a) and 2.1(d2.1(e) (including but not limited to the requirements that the Company (A) notify all Holders of Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to participate in the offering and (B) use its reasonable best efforts to have such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any reference in such Sections 2.1(a) and 2.1(d2.1(e) to “"Demand Registration” " shall, for purposes of this Section 2.42.3, instead be deemed a reference to “"S-3 Registration”"). If Notwithstanding anything to the sole or lead managing Underwriter (if any) or contrary contained herein, no Request may be made under this Section 2.3 within 90 days after the Required effective date of a Registration Statement filed by the Company covering a firm commitment Underwritten Offering in which the Holders of Registrable Securities shall have been entitled to join pursuant to this Agreement and in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been requested. There is no limitation on the Registration shall advise number of S-3 Registrations that the Company in writing that in its opinion additional disclosure not required by Form S-3 is of material importance obligated to effect. The registration rights granted pursuant to the success provisions of this Section 2.3(a) shall be in addition to the offering, then such Registration Statement shall include such additional disclosureregistration rights granted pursuant to the other provisions of this Section 2.

S-3 Registration. (a) Subject to Section 2.4(b), if If at any time (i) one or more Holders of Registrable Securities the Majority Holder(s) request (the “S-3 Request”) that the Company file a registration statement on Form S-3 or any successor form thereto for a public offering registering the resale from time to time by the Holders of all or any portion of the shares of Registrable Securities held by it upon and following the exercise from time to time of the Warrants, and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register the resale of such securities, then the Company shall, as expeditiously as possible following such S-3 Request, use its commercially reasonable best efforts to register under the 1933 Securities Act on Form S-3 or any successor form thereto, for public sale in accordance with the intended methods of disposition specified in such Request or any subsequent requests (including, without limitation, by means of a Shelf Registration) the resale of all of the Registrable Securities specified in such Request and any subsequent requests (an “S-3 Registration”)Securities; provided, that if such registration is for an Underwritten Offering, the terms of Section 2.1(bSections 2.01(b) and 2.01(d) shall apply (and any reference to “Demand Registration” therein shall, for purposes of this Section 2.42.03, instead be deemed a reference to “S-3 Registration”). Whenever the Company is required by this Section 2.4 2.03 to use its commercially reasonable best efforts to effect the registration of the resale of Registrable Securities, each of the procedures and requirements of Section 2.1(a2.01(a) and 2.1(d2.01(e) (including but not limited to the requirements that the Company (A) notify all Holders of Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to participate in the offering and (B) use its commercially reasonable best efforts to have such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any reference in such Sections 2.1(a2.01(a) and 2.1(d2.01(e) to “Demand Registration” shall, for purposes of this Section 2.42.03, instead be deemed a reference to “S-3 Registration”). If Notwithstanding anything to the sole or lead managing Underwriter (if any) or contrary contained herein, no Request may be made under this Section 2.03 within 90 days after the Required effective date of a Registration Statement filed by the Company covering a firm commitment Underwritten Offering in which the Holders of Registrable Securities shall have been entitled to join pursuant to this Agreement in which there shall have been effectively registered all Registrable Securities as to which registration shall have been requested. There is no limitation on the Registration shall advise number of S-3 Registrations that the Company is obligated to effect. The Company shall include as selling securityholders under the S-3 Registration Statement all Holders of Registrable Securities who request in writing that in its opinion additional disclosure not accordance with the procedures herein to be so included, and (by filing a prospectus supplement or supplements, if required by Form law or SEC rules) such other Holders of Registrable Securities that so request from time to time after the effectiveness of such S-3 is of material importance Registration Statement, in each case after such Holder provides to the success Company such information as the Company shall request in accordance with Section 4.02. The registration rights granted pursuant to the provisions of this Section 2.03(a) shall be in addition to the offeringregistration rights granted pursuant to the other provisions of this Article II; provided, then such however, that if a S-3 Registration Statement shall include has been filed and is effective with respect to any Registrable Securities, the Company may satisfy its obligations with respect to a demand registration with respect to such additional disclosureRegistrable Securities by utilizing such S-3 Registration Statement if the offer and sale of such Registrable Securities can be accomplished thereunder.

S-3 Registration. (a) Subject to Section 2.4(b), if If at any time (i) one or more Holders of Registrable Securities request (the “S-3 Request”) any Majority Investor Holder requests that the Company file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Registrable Securities held by it such Majority Investor Holder, and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, as expeditiously as possible following such S-3 Request, use its reasonable best efforts to register under the 1933 Securities Act on Form S-3 or any successor form thereto, for public sale in accordance with the intended methods of disposition specified in such Request or any subsequent requests (including, without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request and any subsequent requests (an “S-3 Registration”)requests; provided, that if such registration is for an Underwritten Offering, the terms of Section Sections 2.1(b) and 2.1(d) shall apply (and any reference to “Demand Registration” therein shall, for purposes of this Section 2.42.3, instead be deemed a reference to “S-3 Registration”). If the sole or lead managing Underwriter (if any) or the Majority Investor Holders of the Registration shall advise the Company in writing that in its opinion additional disclosure not required by Form S-3 is of material importance to the success of the offering, then such Registration Statement shall include such additional disclosure. Whenever the Company is required by this Section 2.4 2.3 to use its reasonable best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(a) and 2.1(d2.1(e) (including but not limited to the requirements that the Company (A) notify all Holders of Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to participate in the offering and (B) use its reasonable best efforts to have such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any reference in such Sections 2.1(a) and 2.1(d2.1(e) to “Demand Registration” shall, for purposes of this Section 2.42.3, instead be deemed a reference to “S-3 Registration”). If Notwithstanding anything to the sole or lead managing Underwriter (if any) or contrary contained herein, no Request may be made under this Section 2.3 within 90 days after the Required effective date of a Registration Statement filed by the Company covering a firm commitment Underwritten Offering in which the Holders of Registrable Securities shall have been entitled to join pursuant to this Agreement and in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been requested. Demands for S-3 Registrations will not be deemed to be Demand Registrations and there is no limitation on the Registration shall advise number of S-3 Registrations that the Company in writing that in its opinion additional disclosure not required by Form S-3 is of material importance obligated to effect. The registration rights granted pursuant to the success provisions of this Section 2.3(a) shall be in addition to the offering, then such Registration Statement shall include such additional disclosureregistration rights granted pursuant to the other provisions of this Section 2.

S-3 Registration. (a) Subject to Section 2.4(b), if If at any time (i) one or more Holders of Registrable Securities request (the “S-3 Request”) any Investor Holder requests that the Company file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Registrable Securities held by it such Investor Holder(s), the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, as expeditiously as possible following such S-3 Request, use its reasonable best efforts to register under the 1933 Securities Act on Form S-3 or any successor form thereto, for public sale in accordance with the intended methods of disposition specified in such Request or any subsequent requests (including, without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request and any subsequent requests (an “S-3 Registration”)requests; provided, that if such registration is for an Underwritten Offering, the terms of Section Sections 2.1(b) and 2.1(d) shall apply (and any reference to “"Demand Registration” " therein shall, for purposes of this Section 2.42.3, instead be deemed a reference to “"S-3 Registration”"). Whenever the Company is required by this Section 2.4 2.3 to use its reasonable best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(a) and 2.1(d2.1(e) (including but not limited to the requirements that the Company (A) notify all Holders of Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to participate in the offering and (B) use its reasonable best efforts to have such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any reference in such Sections 2.1(a) and 2.1(d2.1(e) to “"Demand Registration” " shall, for purposes of this Section 2.42.3, instead be deemed a reference to “"S-3 Registration”"). If Notwithstanding anything to the sole or lead managing Underwriter (if any) or contrary contained herein, no Request may be made under this Section 2.3 within 90 days after the Required effective date of a Registration Statement filed by the Company covering a firm commitment Underwritten Offering in which the Holders of Registrable Securities shall have been entitled to join pursuant to this Agreement in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been requested. There is no limitation on the Registration shall advise number of S-3 Registrations that the Company in writing that in its opinion additional disclosure not required by Form S-3 is of material importance obligated to effect. The registration rights granted pursuant to the success provisions of this Section 2.3(a) shall be in addition to the offering, then such Registration Statement shall include such additional disclosureregistration rights granted pursuant to the other provisions of this Section 2.

S-3 Registration. (a) Subject to Section 2.4(b), if If at any time (iA) one or more Holders of Registrable Securities request (the “S-3 Request”) that the Company file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Registrable Securities held by it such Holder or Holders, the reasonably anticipated aggregate price to the public of which would exceed $20,000,000, and (iiB) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, as expeditiously as possible practicable following such S-3 Requestrequest, use its reasonable best efforts to register under the 1933 Securities Act on Form S-3 or any successor form thereto, for public sale in accordance with the intended methods of disposition specified in such Request request or any related subsequent requests (including, without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request request and any related subsequent requests (an “S-3 Registration”)requests; provided, that if such registration is for an Underwritten Offering, the terms of Section 2.1(bSections 1(e) and 1(f) shall apply (and any reference to “"Demand Registration” " therein shall, for purposes of this Section 2.41(c), instead be deemed a reference to “"S-3 Registration”"). Whenever the Company is required by this Section 2.4 1(c) to use its reasonable best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(aSections 1(a) and 2.1(d1(g) (including but not limited to the requirements that the Company (A) notify all Holders of Registrable Securities from whom such Request request for registration has not been received and provide them with the opportunity to participate in the offering and (B) use its reasonable best efforts to have a Registration Statement in connection with such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any reference in such Sections 2.1(a1(e) and 2.1(d1(f) to “"Demand Registration” " shall, for purposes of this Section 2.41(c)(i), instead be deemed a reference to “"S-3 Registration”"). If Notwithstanding anything to the sole or lead managing Underwriter contrary contained herein, no request may be made under this Section 1(c) within 90 days after the effective date of a Registration Statement filed by the Company covering a firm commitment Underwritten Offering in which the Holders of Registrable Securities shall have been entitled to join pursuant to this Agreement in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been requested (if anysubject to any reduction pursuant to Section 1(f)). There is no limitation on the number of S-3 Registrations that the Company is obligated to effect in response to Holders' requests for S-3 Registrations, and S-3 Registrations shall not count as Demand Registrations for purposes of Section 1(a) or otherwise reduce the Required number of Demand Registrations to which the Holders of the are entitled. The Company will pay all Registration shall advise the Company Expenses incurred in writing that in its opinion additional disclosure not required by Form connection with any S-3 is of material importance to the success of the offering, then such Registration Statement shall include such additional disclosureRegistration.

S-3 Registration. (a) Subject to Section 2.4(b), if If at any time (i) one or more Holders of Registrable Securities request (the “S-3 Request”) any Investor Holder requests that the Company file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Registrable Securities held by it such Investor Holder(s), the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, as expeditiously as possible following such S-3 Request, use its reasonable best efforts to register under the 1933 Securities Act on Form S-3 or any successor form thereto, for public sale in accordance with the intended methods of disposition specified in such Request or any subsequent requests (including, without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request and any subsequent requests (an “S-3 Registration”)requests; provided, that if such registration is for an Underwritten Offering, the terms of Section Sections 2.1(b) and 2.1(d) shall apply (and any reference to “Demand Registration” therein shall, for purposes of this Section 2.42.3, instead be deemed a reference to “S-3 Registration”). Whenever the Company is required by this Section 2.4 2.3 to use its reasonable best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(a) and 2.1(d2.1(e) (including but not limited to the requirements that the Company (A) notify all Holders of Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to participate in the offering and (B) use its reasonable best efforts to have such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any reference in such Sections 2.1(a) and 2.1(d2.1(e) to “Demand Registration” shall, for purposes of this Section 2.42.3, instead be deemed a reference to “S-3 Registration”). If Notwithstanding anything to the sole or lead managing Underwriter (if any) or contrary contained herein, no Request may be made under this Section 2.3 within 90 days after the Required effective date of a Registration Statement filed by the Company covering a firm commitment Underwritten Offering in which the Holders of Registrable Securities shall have been entitled to join pursuant to this Agreement in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been requested. There is no limitation on the Registration shall advise number of S-3 Registrations that the Company in writing that in its opinion additional disclosure not required by Form S-3 is of material importance obligated to effect. The registration rights granted pursuant to the success provisions of this Section 2.3(a) shall be in addition to the offering, then such Registration Statement shall include such additional disclosureregistration rights granted pursuant to the other provisions of this Section 2.

S-3 Registration. (a) Subject to Section 2.4(b)After the end of the Lock-Up Period, if at any time (iA) one or more Holders of Registrable Securities request (the “S-3 Request”) that the Company file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Registrable Securities held by it such Holder or Holders, the reasonably anticipated aggregate price to the public of which would exceed $10,000,000, and (iiB) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, as expeditiously as possible practicable following such S-3 Requestrequest, use its reasonable best efforts to register under the 1933 Securities Act on Form S-3 or any successor form thereto, for public sale in accordance with the intended methods of disposition specified in such Request request or any related subsequent requests (including, without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request request and any related subsequent requests (an “S-3 Registration”)requests; provided, that if such registration is for an Underwritten Offering, the terms of Section 2.1(bSections 1(e) and 1(f) shall apply (and any reference to “Demand Registration” therein shall, for purposes of this Section 2.41(c), instead be deemed a reference to “S-3 Registration”). Whenever the Company is required by this Section 2.4 1(c) to use its reasonable best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(aSections 1(a) and 2.1(d1(g) (including but not limited to the requirements that the Company (A) notify all Holders of Registrable Securities from whom such Request request for registration has not been received and provide them with the opportunity to participate in the offering and (B) use its reasonable best efforts to have a Registration Statement in connection with such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any reference in such Sections 2.1(a1(e) and 2.1(d1(f) to “Demand Registration” shall, for purposes of this Section 2.41(c)(i), instead be deemed a reference to “S-3 Registration”). If Notwithstanding anything to the sole or lead managing Underwriter contrary contained herein, no request may be made under this Section 1(c) within 90 days after the effective date of a Registration Statement filed by the Company covering a firm commitment Underwritten Offering in which the Holders of Registrable Securities shall have been entitled to join pursuant to this Agreement in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been requested (if anysubject to any reduction pursuant to Section 1(f)). There is no limitation on the number of S-3 Registrations that the Company is obligated to effect in response to Holders’ requests for S-3 Registrations, and S-3 Registrations shall not count as Demand Registrations for purposes of Section 1(a) or otherwise reduce the Required number of Demand Registrations to which the Holders of the are entitled. The Company will pay all Registration shall advise the Company Expenses incurred in writing that in its opinion additional disclosure not required by Form connection with any S-3 is of material importance to the success of the offering, then such Registration Statement shall include such additional disclosureRegistration.

S-3 Registration. (a) Subject to Section 2.4(b), if If at any time (i) one or more Holders of Registrable Securities representing 25% or more of the Registrable Securities then outstanding request (the “S-3 Request”) that the Company file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Registrable Securities held by it such Holder or Holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, as expeditiously as possible following such S-3 Request, use its commercially reasonable best efforts to register under the 1933 Securities Act on Form S-3 or any successor form thereto, for public sale in accordance with the intended methods of disposition specified in such Request or any subsequent requests (including, without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request and any subsequent requests (an “S-3 Registration”)requests; provided, that if such registration is for an Underwritten Offering, the terms of Section Sections 2.1(b) and 2.1(d) shall apply (and any reference to “"Demand Registration” " therein shall, for purposes of this Section 2.42.3, instead be deemed a reference to “"S-3 Registration”"). If the sole or lead managing Underwriter (if any) or the Majority Holders of the Registration shall advise the Company in writing that in its opinion additional disclosure not required by Form S-3 is of material importance to the success of the offering, then such Registration Statement shall include such additional disclosure. Whenever the Company is required by this Section 2.4 2.3 to use its commercially reasonable best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(a) and 2.1(d2.1(e) (including but not limited to the requirements that the Company (A) notify all Holders of Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to participate in the offering and (B) use its commercially reasonable best efforts to have such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any reference in such Sections 2.1(a) and 2.1(d) to “Demand Registration” shall, for purposes of this Section 2.4, instead be deemed a reference to “S-3 Registration”). If the sole or lead managing Underwriter (if any) or the Required Holders of the Registration shall advise the Company in writing that in its opinion additional disclosure not required by Form S-3 is of material importance to the success of the offering, then such Registration Statement shall include such additional disclosure.such

S-3 Registration. (a) Subject to Section 2.4(b), if If at any time (i) one or more Holders of Registrable Securities request (the “S-3 Request”) any Majority Investor Holder requests that the Company file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Registrable Securities held by it such Majority Investor Holder, and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, as expeditiously as possible following such S-3 Request, use its reasonable best efforts to register under the 1933 Securities Act on Form S-3 or any successor form thereto, for public sale in accordance with the intended methods of disposition specified in such Request or any subsequent requests (including, without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request and any subsequent requests (an “S-3 Registration”)requests; provided, provided that if such registration is for an Underwritten Offering, the terms of Section Sections 2.1(b) and 2.1(d) shall apply (and any reference to “Demand Registration” therein shall, for purposes of this Section 2.42.3, instead be deemed a reference to “S-3 Registration”). If the sole or lead managing Underwriter (if any) or the Majority Investor Holders of the Registration shall advise the Company in writing that in its opinion additional disclosure not required by Form S-3 is of material importance to the success of the offering, then such Registration Statement shall include such additional disclosure. Whenever the Company is required by this Section 2.4 2.3 to use its reasonable best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(a) and 2.1(d2.1(e) (including but not limited to the requirements that the Company (A) notify all Holders of Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to participate in the offering and (B) use its reasonable best efforts to have such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any reference in such Sections 2.1(a) and 2.1(d2.1(e) to “Demand Registration” shall, for purposes of this Section 2.42.3, instead be deemed a reference to “S-3 Registration”). If Notwithstanding anything to the sole or lead managing Underwriter (if any) or contrary contained herein, no Request may be made under this Section 2.3 within 90 days after the Required effective date of a Registration Statement filed by the Company covering a firm commitment Underwritten Offering in which the Holders of Registrable Securities shall have been entitled to join pursuant to this Agreement and in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been requested. Demands for S-3 Registrations will not be deemed to be Demand Registrations and there is no limitation on the Registration shall advise number of S-3 Registrations that the Company in writing that in its opinion additional disclosure not required by Form S-3 is of material importance obligated to effect. The registration rights granted pursuant to the success provisions of this Section 2.3(a) shall be in addition to the offering, then such Registration Statement shall include such additional disclosureregistration rights granted pursuant to the other provisions of this Section 2.

S-3 Registration. (a) Subject to Section 2.4(b), if If at any time (i) one or more Holders of Registrable Securities representing 10% or more of the Registrable Securities then outstanding request (the “S-3 Request”) that the Company file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Registrable Securities held by it such Holder or Holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, as expeditiously as possible following such S-3 Request, use its reasonable best efforts to register under the 1933 Securities Act on Form S-3 or any successor form thereto, for public sale in accordance with the intended methods of disposition specified in such Request or any subsequent requests (including, without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request and any subsequent requests (an “S-3 Registration”)requests; provided, that if such registration is for an Underwritten Offering, the terms of Section Sections 2.1(b) and 2.1(d) shall apply (and any reference to “"Demand Registration” " therein shall, for purposes of this Section 2.42.3, instead be deemed a reference to “"S-3 Registration”"). Whenever the Company is required by this Section 2.4 2.3 to use its reasonable best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(a) and 2.1(d2.1(e) (including but not limited to the requirements that the Company (A) notify all Holders of Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to participate in the offering and (B) use its reasonable best efforts to have such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any reference in such Sections 2.1(a) and 2.1(d2.1(e) to “Demand Registration” shall, for purposes of this Section 2.4, instead be deemed a reference to “S-3 Registration”). If the sole or lead managing Underwriter (if any) or the Required Holders of the Registration shall advise the Company in writing that in its opinion additional disclosure not required by Form S-3 is of material importance to the success of the offering, then such Registration Statement shall include such additional disclosure.to

S-3 Registration. (a) Subject to Section 2.4(b)After the end of the Lock-Up Period, if at any time (iA) one or more Holders of Registrable Securities request (the “S-3 Request”) that the Company file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Registrable Securities held by it such Holder or Holders, the reasonably anticipated aggregate price to the public of which would exceed $10,000,000, and (iiB) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, as expeditiously as possible practicable following such S-3 Requestrequest, use its reasonable best efforts to register under the 1933 Securities Act on Form S-3 or any successor form thereto, for public sale in accordance with the intended methods of disposition specified in such Request request or any related subsequent requests (including, without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request request and any related subsequent requests (an “S-3 Registration”)requests; provided, that if such registration is for an Underwritten Offering, the terms of Section 2.1(bSections 1(e) and 1(f) shall apply (and any reference to “Demand Registration” therein shall, for purposes of this Section 2.41(c), instead be deemed a reference to “S-3 S‑3 Registration”). Whenever the Company is required by this Section 2.4 1(c) to use its reasonable best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(aSections 1(a) and 2.1(d1(g) (including but not limited to the requirements that the Company (A) notify all Holders of Registrable Securities from whom such Request request for registration has not been received and provide them with the opportunity to participate in the offering and (B) use its reasonable best efforts to have a Registration Statement in connection with such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any reference in such Sections 2.1(a1(e) and 2.1(d1(f) to “Demand Registration” shall, for purposes of this Section 2.41(c)(i), instead be deemed a reference to “S-3 Registration”). If Notwithstanding anything to the sole or lead managing Underwriter contrary contained herein, no request may be made under this Section 1(c) within 90 days after the effective date of a Registration Statement filed by the Company covering a firm commitment Underwritten Offering in which the Holders of Registrable Securities shall have been entitled to join pursuant to this Agreement in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been requested (if anysubject to any reduction pursuant to Section 1(f)). There is no limitation on the number of S-3 Registrations that the Company is obligated to effect in response to Holders' requests for S-3 Registrations, and S-3 Registrations shall not count as Demand Registrations for purposes of Section 1(a) or otherwise reduce the Required number of Demand Registrations to which the Holders of the are entitled. The Company will pay all Registration shall advise the Company Expenses incurred in writing that in its opinion additional disclosure not required by Form connection with any S-3 is of material importance to the success of the offering, then such Registration Statement shall include such additional disclosureRegistration.

S-3 Registration. (a) a. Subject to Section 2.4(b2.3(b), if at any time (i) one or more Holders of Registrable Securities request (the “"S-3 Request”") that the Company file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Registrable Securities held by it and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, as expeditiously as possible following such S-3 Request, use its reasonable best efforts to register under the 1933 Act on Form S-3 or any successor form thereto, for public sale in accordance with the intended methods of disposition specified in such Request or any subsequent requests (including, without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request and any subsequent requests (an “S-3 Registration”)requests; provided, that if such registration is for an Underwritten Offering, the terms of Section 2.1(b) shall apply (and any reference to “"Demand Registration” " therein shall, for purposes of this Section 2.42.3, instead be deemed a reference to “"S-3 Registration”"). Whenever the Company is required by this Section 2.4 2.3 to use its reasonable best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(a) and 2.1(d) (including but not limited to the requirements that the Company (A) notify all Holders of Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to participate in the offering and (B) use its reasonable best efforts to have such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any reference in such Sections 2.1(a) and 2.1(d) to “"Demand Registration” " shall, for purposes of this Section 2.42.3, instead be deemed a reference to “"S-3 Registration”"). If the sole or lead managing Underwriter (if any) or the Required Holders of the Registration shall advise the Company in writing that in its opinion additional disclosure not required by Form S-3 is of material importance to the success of the offering, then such Registration Statement shall include such additional disclosure. There is no limitation on the number of such Incidental Registrations pursuant to this Section 2.3 which the Company is obligated to effect.

S-3 Registration. (a) Subject to Section 2.4(b), if If at any time that the Company is eligible to use Form S-3 or any successor thereto, the holders of Warrants or Warrant Shares holding not less than 25% of the Warrant Shares (iincluding Warrants exercisable therefor) one or more Holders of Registrable Securities request (the “S-3 Request”) that the Company file a registration statement Registration Statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Registrable Securities Warrant Shares held by it and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such securitiesholders, then the Company shall, as expeditiously as possible following such S-3 Request, shall use its commercially reasonable best efforts to register register, as soon as reasonably practicable but in any event within forty-five (45) calendar days of such request, under the 1933 Act on Form S-3 or any successor form theretothereto (an "S-3 Registration"), for public sale in accordance with the intended methods method of disposition specified in such Request or any subsequent requests (includingnotice, without limitation, by means the number of a Shelf Registration) the Registrable Securities Warrant Shares specified in such Request and any subsequent requests notice (an “S-3 Registration”or otherwise proposed to be offered in such registration); provided, however, that if (i) no more than two such registration is for an Underwritten OfferingS-3 Registrations shall be required in any 12-month period, (ii) the terms of Section 2.1(b) Company shall apply (and any reference have no obligation to “Demand Registration” therein shall, for purposes of register such Warrant Shares pursuant to this Section 2.414(a) if (based on the Current Market Price) the number of Warrant Shares specified in such notice would not yield gross proceeds to the selling holders of at least $2,000,000 (based on the Current Market Price), instead and (iii) the Company shall not be deemed a reference required to “cause an S-3 Registration”)Registration to become effective prior to April 30, 2007. Whenever the Company is required by this Section 2.4 14 to use its commercially reasonable best efforts to effect the registration of Registrable SecuritiesWarrant Shares, each of the procedures and requirements of Section 2.1(aSections 14(b), 14(c), 14(f) and 2.1(d14(i) (including but not limited to the requirements requirement that the Company (A) notify all Holders of Registrable Securities holders from whom such Request for registration notice has not been received and provide them with the opportunity to participate in the offering and (B) use its reasonable best efforts to have such S-3 Registration Statement declared and remain effective for the time period specified hereinoffering) shall apply to such registration (and any reference in such Sections 2.1(a) and 2.1(d) registration. There is no limitation on the number of registrations pursuant to “Demand Registration” shall, for purposes of this Section 2.4, instead be deemed a reference to “S-3 Registration”). If the sole or lead managing Underwriter (if any14(a) or the Required Holders of the Registration shall advise that the Company in writing that in its opinion additional disclosure not required by Form S-3 is of material importance obligated to the success of the offering, then such Registration Statement shall include such additional disclosureeffect.

S-3 Registration. (a) Subject to Section 2.4(b), if If at any time after May 17, 2004 (i) one or more Holders of Registrable Securities the Majority Holder(s) request (the “S-3 Request”) that the Company file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Registrable Securities held by it Securities, and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, as expeditiously as possible following such S-3 Request, use its reasonable best efforts to register under the 1933 Securities Act on Form S-3 or any successor form thereto, for public sale in accordance with the intended methods of disposition specified in such Request or any subsequent requests (including, without limitation, by means of a Shelf Registration) all of the Registrable Securities specified in such Request and any subsequent requests (an “S-3 Registration”)Securities; provided, that if such registration is for an Underwritten Offering, the terms of Section Sections 2.1(b) and 2.1(d) shall apply (and any reference to “Demand Registration” therein shall, for purposes of this Section 2.42.3, instead be deemed a reference to “S-3 Registration”). Whenever the Company is required by this Section 2.4 2.3 to use its reasonable best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(a) and 2.1(d2.1(e) (including but not limited to the requirements that the Company (A) notify all Holders of Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to participate in the offering and (B) use its reasonable best efforts to have such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any reference in such Sections 2.1(a) and 2.1(d2.1(e) to “Demand Registration” shall, for purposes of this Section 2.42.3, instead be deemed a reference to “S-3 Registration”). If Notwithstanding anything to the sole or lead managing Underwriter (if any) or contrary contained herein, no Request may be made under this Section 2.3 within 90 days after the Required effective date of a Registration Statement filed by the Company covering a firm commitment Underwritten Offering in which the Holders of Registrable Securities shall have been entitled to join pursuant to this Agreement in which there shall have been effectively registered all shares or units of Registrable Securities as to which registration shall have been requested. There is no limitation on the Registration shall advise number of S-3 Registrations that the Company is obligated to effect. The Company shall include as selling securityholders under the S-3 Registration Statement all Holders of Registrable Securities who request in writing that in its opinion additional disclosure not accordance with the procedures herein to be so included, and (by filing a prospectus supplement or supplements, if required by Form law or SEC rules) such other Holders of Registrable Securities that so request from time to time after the effectiveness of such S-3 is of material importance Registration Statement, in each case after such Holder provides to the success Company such information as the Company shall request in accordance with Section 4.2. The registration rights granted pursuant to the provisions of this Section 2.3(a) shall be in addition to the offeringregistration rights granted pursuant to the other provisions of this Section 2; provided, then such however, that if a S-3 Registration Statement shall include has been filed and is effective with respect to any Registrable Securities, the Company may satisfy its obligations with respect to a demand registration with respect to such additional disclosureRegistrable Securities by utilizing such S-3 Registration Statement if the offer and sale of such Registrable Securities can be accomplished thereunder.

S-3 Registration. (a) a. Subject to Section 2.4(b2.3(b), if at any time (i) one or more Holders of Registrable Securities request (the “S-3 Request”) that the Company file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Registrable Securities held by it and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, as expeditiously as possible following such S-3 Request, use its reasonable best efforts to register under the 1933 Act on Form S-3 or any successor form thereto, for public sale in accordance with the intended methods of disposition specified in such Request or any subsequent requests (including, without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request and any subsequent requests (an “S-3 Registration”)requests; provided, that if such registration is for an Underwritten Offering, the terms of Section 2.1(b) shall apply (and any reference to “Demand Registration” therein shall, for purposes of this Section 2.42.3, instead be deemed a reference to “S-3 Registration”). Whenever the Company is required by this Section 2.4 2.3 to use its reasonable best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(a) and 2.1(d) (including but not limited to the requirements that the Company (A) notify all Holders of Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to participate in the offering and (B) use its reasonable best efforts to have such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any reference in such Sections 2.1(a) and 2.1(d) to “Demand Registration” shall, for purposes of this Section 2.42.3, instead be deemed a reference to “S-3 Registration”). If the sole or lead managing Underwriter (if any) or the Required Holders of the Registration shall advise the Company in writing that in its opinion additional disclosure not required by Form S-3 is of material importance to the success of the offering, then such Registration Statement shall include such additional disclosure. There is no limitation on the number of such Incidental Registrations pursuant to this Section 2.3 which the Company is obligated to effect.