Common use of Form S-3 Registration Clause in Contracts

Form S-3 Registration. If at any time the Issuer is eligible to file a Registration Statement under the Securities Act on Form S-3 (or any successor short form registration statement), a Holder or Holders of the Senior Preferred Registrable Securities shall have the right to make written requests that the Issuer effect a registration under the Securities Act on Form S-3 of all or part of the Registrable Securities of the Holder making such request, which requests shall specify the intended method of disposition thereof by such Holder, including whether (i) the registration requested is for an underwritten offering and (ii) the Registration Statement covering such Registrable Securities shall provide for the sale by the Holder thereof of the Registrable Securities from time to time on a delayed or a continuous basis under Rule 415 under the Securities Act. The Issuer shall not be required to file any such Registration Statement (i) if the reasonably anticipated aggregate price to the public of the offering would not exceed $1,000,000 or (ii) if within 30 days of any request to register Registrable Securities pursuant to this Section 2.1(b), the Issuer furnishes to the requesting Holder or Holders a certificate signed by the President of the Issuer stating that the Issuer has a good faith intent to engage in a firmly underwritten public offering within 90 days of such request, such right to delay a request to be exercised by the Issuer not more than once in any twelve-month period. No requested registration under this Section 2.l(b) shall constitute a “demand” registration for purposes of Section 2.1(a). So long as the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer shall not be required to effect a registration pursuant to this Section 2.l(b) on more than two (2) occasions during any 12-month period.

Form S-3 Registration. If at any time the Issuer is eligible (a) Request for a Form S-3 Registration. The Company will use its commercially reasonable efforts to file all required reports under the Exchange Act in order to qualify for the use of Form S-3 under the Securities Act; provided, that this covenant shall not require the Company to remain a Registration Statement reporting company under the Exchange Act if the Company shall have determined to enter into a merger, acquisition, going private transaction or similar transaction. Upon the Company becoming eligible for use of Form S-3 (or any successor form thereto) under the Securities Act in connection with a public offering of its securities, in the event that the Company shall receive from one or more of the HWP Stockholders, acting through HWH Capital Partners or its written designee (the "S-3 Initiating Holders"), a written request that the Company register, under the Securities Act on Form S-3 (or any successor short form registration statementthen in effect) (an "S-3 Registration"), all or a Holder or Holders portion of the Senior Preferred Registrable Securities owned by such S-3 Initiating Holders, the Company shall give written notice of such request to all of the Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) at least ten (10) days before the right anticipated filing date of such Form S-3, and such notice shall describe the proposed registration and offer such Designated Holders the opportunity to make register the number of Registrable Securities as each such Designated Holder may request in writing to the Company, given within ten (10) days after their receipt from the Company of the written requests that notice of such registration. With respect to each S-3 Registration, the Issuer effect a registration under the Securities Act on Form S-3 of all or part of Company shall, subject to Section 5(b), (i) include in such offering the Registrable Securities of the Holder making S-3 Initiating Holders and the Designated Holders (who have requested in writing to participate in such request, which requests shall specify registration on the intended method same terms and conditions as the Registrable Securities of disposition thereof by such Holder, including whether (ithe S-3 Initiating Holders included therein) the registration requested is for an underwritten offering and (ii) the Registration Statement covering use its commercially reasonable efforts to cause such Registrable Securities shall provide for the sale by the Holder thereof of the Registrable Securities from time to time on a delayed or a continuous basis under Rule 415 under the Securities Act. The Issuer shall not be required to file any such Registration Statement (i) if the reasonably anticipated aggregate price to the public of the offering would not exceed $1,000,000 or (ii) if within 30 days of any request to register Registrable Securities pursuant to this Section 2.1(b), the Issuer furnishes to the requesting Holder or Holders a certificate signed by the President of the Issuer stating that the Issuer has a good faith intent to engage in a firmly underwritten public offering within 90 days of such request, such right to delay a request to be exercised by the Issuer not more than once in any twelve-month period. No requested registration under this Section 2.l(b) shall constitute a “demand” registration for purposes of Section 2.1(a). So long as the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer shall not be required to effect a registration pursuant to this Section 2.l(b5(a) on more than two (2) occasions during any 12-month periodto become and remain effective as soon as practicable.

Form S-3 Registration. If at any (a) Within the time periods specified in Section 1.1(b), the Issuer is eligible to Company shall file a Registration Statement under with the Securities Act on Form S-3 and Exchange Commission (or any successor short form the "SEC") a shelf registration statement), a Holder or Holders of the Senior Preferred Registrable Securities shall have the right to make written requests statement ("Registration Statement") and related prospectus ("Prospectus") that the Issuer effect a complies in all material respects with applicable SEC rules providing for registration under the Securities Act on Form S-3 of all or part of the Registrable Securities offer and sale by the Investors of the Holder making such request, which requests total number of Registrable Shares (i) that have been issued to the Investors pursuant to the Contribution Agreement and (ii) that the Investors would own if they were to exchange all Units issued to them. The Company shall specify (subject to Section 1.6 hereof) use its reasonable best efforts to cause the intended method Registration Statement to be declared effective by the SEC as soon as practicable after filing. The Company agrees to use its reasonable efforts to keep the Registration Statement with respect to the Registrable Shares filed pursuant to this SECTION 1.1 continuously effective for a period expiring on the earlier of disposition thereof by such Holder, including whether (i) the registration requested is for an underwritten offering date on which all of the Registrable Shares covered by the Registration Statement have been sold pursuant thereto and (ii) the Registration Statement covering date on which (A) all Registrable Shares (and all Company Shares that such Registrable Securities shall provide Investors have the right to obtain in exchange for Units) held by Investors who are not affiliates of the Company, in the opinion of counsel for the Company, which counsel shall be reasonably acceptable to such Investors, are eligible for sale pursuant to Rule 144(k) under the Securities Act and (B) all Registrable Shares held by the Holder thereof each Investor who is an affiliate of the Registrable Company, in the opinion of counsel for the Company, which counsel shall be reasonably acceptable to such Investor, are eligible for sale pursuant to Rule 144 under the Securities from time to time on Act and could be sold within a delayed or a continuous basis under period of three months in accordance with the volume limitations contained in Rule 415 144(e)(l)(i) under the Securities Act. The Issuer shall not be required to file any such Registration Statement (i) if the reasonably anticipated aggregate price to the public of the offering would not exceed $1,000,000 or (ii) if within 30 days of any request to register Registrable Securities pursuant to this Section 2.1(b), the Issuer furnishes to the requesting Holder or Holders a certificate signed by the President of the Issuer stating that the Issuer has a good faith intent to engage in a firmly underwritten public offering within 90 days of such request, such right to delay a request to be exercised by the Issuer not more than once in any twelve-month period. No requested registration under this Section 2.l(b) shall constitute a “demand” registration for purposes of Section 2.1(a). So long as the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer shall not be required to effect a registration pursuant to this Section 2.l(b) on more than two (2) occasions during any 12-month period.

Form S-3 Registration. If at any time Subject always to the Issuer terms and limitations set forth in this Agreement, the Purchaser will file as promptly as possible after it is eligible to file do so (and in no event later than 5 November, 2000) a Registration Statement under the Securities Act registration statement on Form S-3 (or any successor short form registration statement), a Holder or Holders the "Shelf Registration Statement") covering 100% of the Senior Preferred Registrable Securities Shares comprising the Consideration Stock (less any shares registered pursuant to said piggy back registration rights set forth in clause 5.1 above) of the shares of the Consideration Stock and thereafter shall use its best efforts to cause the Shelf Registration Statement to be declared effective as soon as practicable following such filing and to maintain such effectiveness until the one year anniversary of the date hereof; provided, however, that the Purchaser shall have the right to make written requests that prohibit the Issuer effect a registration under the Securities Act on Form S-3 sale of all or part shares of the Registrable Securities Consideration Stock pursuant to the Shelf Registration Statement, upon notice to the Shareholders (A) if in the opinion of the Holder making such request, which requests shall specify the intended method of disposition thereof by such Holder, including whether (i) the registration requested is for an underwritten offering and (ii) the Registration Statement covering such Registrable Securities shall provide counsel for the sale by Purchaser, the Holder thereof of the Registrable Securities from time to time on a delayed or a continuous basis under Rule 415 under the Securities Act. The Issuer shall not Purchaser would thereby be required to file any such Registration Statement (i) if disclose information not otherwise then required by law to be publicly disclosed, provided that the reasonably anticipated aggregate price Purchaser shall use its best efforts to minimize the public period of time in which it shall prohibit the offering would not exceed $1,000,000 or (ii) if within 30 days sale of any request to register Registrable Securities shares of its common stock pursuant to this Section 2.1(bclause (A), which shall in no event exceed 45 days in any one-year period; or (B) during the Issuer furnishes period starting with the date 10 days prior to the requesting Holder Purchaser's estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration in which the Shareholders are entitled to participate in accordance with clause 5 hereof, or Holders a certificate signed such longer post-effective periods as may be reasonably required by the President underwriter or underwriters if such offering is underwritten. Subject to the terms of this Agreement if the Purchaser is not eligible to file an S-3 Registration Statement by November 5, 2000, the Shareholders may require the Purchaser to file an S-1 Registration Statement to register 100% of the Issuer stating that the Issuer Consideration Stock which has a good faith intent to engage in a firmly underwritten public offering within 90 days of such request, such right to delay a request to be exercised by the Issuer not more than once in any twelve-month period. No requested registration under this Section 2.l(b) shall constitute a “demand” registration for purposes of Section 2.1(a). So long as the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer shall not be required to effect a registration pursuant to this Section 2.l(b) on more than two (2) occasions during any 12-month periodalready been registered.

Form S-3 Registration. If at any time the Issuer is eligible to file Following a Registration Statement under the Securities Act on Form S-3 (or any successor short form registration statement), a Holder or written request by Holders of the Senior Preferred Registrable Securities shall have the right to make written requests that the Issuer effect a registration under the Securities Act on Form S-3 of all or part representing more than 50% of the Registrable Securities of delivered not sooner than six months after the Holder making such requestdate hereof, which requests the Company shall specify the intended method of disposition thereof by such Holder, including whether use its commercially reasonable efforts to (i) file with the Commission as promptly as practicable following the date of this Agreement (but in no event later than 90 days after the date of such request) a registration requested is (“Shelf Registration”) for an underwritten offering and (ii) the Registration Statement covering such delayed or continuous offerings of Registrable Securities shall provide for the sale by the Holder thereof of the Registrable Securities from time in market transactions on Form S-3 pursuant to time on a delayed or a continuous basis under Rule 415 under the Securities ActAct (or similar rule that may be adopted by the Commission), so long as such form shall be available for the sale of all of the Registrable Securities outstanding on the effective date of the Shelf Registration in accordance with the intended methods of distribution thereof, and (ii) cause the Shelf Registration to be declared effective by the Commission as soon thereafter as practicable. The Issuer shall not be required Company agrees to file any use its commercially reasonable efforts to keep such Shelf Registration continuously effective (subject to the terms and conditions of this Agreement) and usable for resale of Registrable Securities until the second anniversary of the date of this Agreement or such shorter period which will terminate at such time as the Holders have sold all the Registrable Securities covered by such Registration Statement or otherwise until there are no longer any Registrable Securities. If and so long as a Shelf Registration is on file and effective (i) if the reasonably anticipated aggregate price subject to the public terms and conditions of this Agreement), then the offering would not exceed $1,000,000 Company shall have no obligation to allow participation in a piggyback registration pursuant to Section 2.2; provided, however, that in the event that the Company fails to file, or (ii) if within 30 days of any request filed fails to register Registrable Securities so maintain the effectiveness of, a Shelf Registration pursuant to this Section 2.1(b)2.3, the Issuer furnishes to the requesting Holder or Holders a certificate signed by the President of the Issuer stating that the Issuer has a good faith intent to engage Registrable Securities may participate in a firmly underwritten public offering within 90 days of such request, such right to delay a request to be exercised by the Issuer not more than once piggyback registration as provided in any twelve-month period. No requested registration under this Section 2.l(b) shall constitute a “demand” registration for purposes of Section 2.1(a). So long as the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer shall not be required to effect a registration pursuant to this Section 2.l(b) on more than two (2) occasions during any 12-month period2.2.

Form S-3 Registration. If at any time the Issuer is eligible The Company shall use its commercially reasonable efforts to file a Registration Statement under the Securities Act on Form S-3 (or any successor short form registration statement), a Holder or Holders of the Senior Preferred Registrable Securities shall have the right to make written requests that the Issuer effect a registration under the Securities Act on Form S-3 of all or part of the Registrable Securities of the Holder making such request, which requests shall specify the intended method of disposition thereof by such Holder, including whether (i) file with the Commission as promptly as practicable following the date of this Agreement (but in no event later than 60 days after such date) a registration requested is (“Shelf Registration”) for an underwritten offering and (ii) the Registration Statement covering such delayed or continuous offerings of Registrable Securities shall provide for the sale by the Holder thereof of the Registrable Securities from time in market transactions on any appropriate form pursuant to time on a delayed or a continuous basis under Rule 415 under the Securities ActAct (or similar rule that may be adopted by the Commission), which form shall be available for the sale of all of the Registrable Securities outstanding on the effective date of the Shelf Registration in accordance with the intended methods of distribution thereof, and (ii) cause the Shelf Registration to be declared effective by the Commission as soon thereafter as practicable. The Issuer shall not be required Company agrees to file any use its commercially reasonable efforts to keep such Shelf Registration continuously effective (subject to the terms and conditions of this Agreement) and usable for resale of Registrable Securities until the second anniversary of the date of this Agreement or such shorter period which will terminate at such time as the Holders have sold all the Registrable Securities covered by such Registration Statement or otherwise until there are no longer any Registrable Securities. If and so long as a Shelf Registration is on file and effective (i) if the reasonably anticipated aggregate price subject to the public terms and conditions of this Agreement), then the offering would not exceed $1,000,000 Company shall have no obligation to allow participation in a piggyback registration pursuant to Section 2.2; provided, however, that in the event that the Company fails to file, or (ii) if within 30 days of any request filed fails to register Registrable Securities so maintain the effectiveness of, a Shelf Registration pursuant to this Section 2.1(b)2.3, the Issuer furnishes to the requesting Holder or Holders a certificate signed by the President of the Issuer stating that the Issuer has a good faith intent to engage Registrable Securities may participate in a firmly underwritten public offering within 90 days of such request, such right to delay a request to be exercised by the Issuer not more than once piggyback registration as provided in any twelve-month period. No requested registration under this Section 2.l(b) shall constitute a “demand” registration for purposes of Section 2.1(a). So long as the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer shall not be required to effect a registration pursuant to this Section 2.l(b) on more than two (2) occasions during any 12-month period2.2.

Form S-3 Registration. If at On or after the second anniversary of the Effective Date, if the Company receives from the Holder a written request that the Company effect a registration on Form S-3 and any time related qualification or compliance with respect to all or a part of the Issuer is eligible Registrable Securities owned by such Holder, the Company will, as soon as practicable, and consistent with the requirements of applicable law, prepare and file with the SEC a registration statement on Form S-3 for an offering to file be made on a continuous basis pursuant to Rule 415 covering all of the then outstanding Registrable Securities (the "Shelf Registration"). The Company shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable thereafter (with the objective, but not the obligation, of causing the Shelf Registration to be declared effective within sixty (60) days after it has been filed with the SEC) and to keep such Shelf Registration continuously effective under the Securities Act on for up to one hundred eighty (180) days; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 6(c): (i) if Form S-3 is not available for such offering by the Holder; (or any successor short form registration statementii) if the Holder proposes to sell Registrable Securities of less than 100,000 shares (as adjusted for stock splits, stock dividends, recapitalizations and the like), ; (iii) if the Company shall furnish to the Holder a Holder or Holders certificate signed by the Chairman of the Senior Preferred Registrable Securities Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to make written requests that defer the Issuer effect a registration under filing of the Securities Act on Form S-3 registration statement for a period of all or part not more than ninety (90) days after receipt of the Registrable Securities request of the Holder making such request, under this Section 6(c); or (iv) in any particular jurisdiction in which requests shall specify the intended method of disposition thereof by such Holder, including whether (i) the registration requested is for an underwritten offering and (ii) the Registration Statement covering such Registrable Securities shall provide for the sale by the Holder thereof of the Registrable Securities from time to time on a delayed or a continuous basis under Rule 415 under the Securities Act. The Issuer shall not Company would be required to file any qualify to do business or to execute a general consent to service of process in effecting such Registration Statement (i) if the reasonably anticipated aggregate price to the public of the offering would not exceed $1,000,000 registration, qualification or (ii) if within 30 days of any request to register Registrable Securities pursuant to this Section 2.1(b), the Issuer furnishes to the requesting Holder or Holders a certificate signed by the President of the Issuer stating that the Issuer has a good faith intent to engage in a firmly underwritten public offering within 90 days of such request, such right to delay a request to be exercised by the Issuer not more than once in any twelve-month period. No requested registration under this Section 2.l(b) shall constitute a “demand” registration for purposes of Section 2.1(a). So long as the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer shall not be required to effect a registration pursuant to this Section 2.l(b) on more than two (2) occasions during any 12-month periodcompliance.

Form S-3 Registration. If Any Holder (an “Initiating Form S-3 Holder”) may request at any time that the Issuer is eligible to Company file a Registration Statement under the Securities Act on Form S-3 (or similar or successor form) covering the sale or other distribution of all or any successor short form registration statement), a Holder or Holders portion of the Senior Preferred Registrable Securities held by such Initiating Form S-3 Holder pursuant to Rule 415 under the Securities Act (“Form S-3 Demand”) if (i) the reasonably anticipated aggregate gross proceeds would equal or exceed $5,000,000, (ii) the Company is a registrant qualified to use Form S-3 (or any similar or successor form) to register such Registrable Securities and (iii) the plan of distribution of the Registrable Securities is other than pursuant to an underwritten public offering. If such conditions are met, the Company shall have the right use its best efforts to make written requests that the Issuer effect a registration register under the Securities Act on Form S-3 of all (or part of any similar or successor form) at the Registrable Securities of earliest practicable date, for sale in accordance with the Holder making such request, which requests shall specify the intended method of disposition thereof by specified in the Form S-3 Demand, the number of Registrable Securities specified in such HolderForm S-3 Demand. In connection with a Form S-3 Demand, including whether (i) the registration requested is for an underwritten offering and (ii) Company agrees to include in the prospectus included in any Registration Statement covering on Form S-3, such Registrable Securities shall provide for material describing the Company and intended to facilitate the sale of securities being so registered as is reasonably requested for inclusion therein by the Holder thereof Initiating Form S-3 Holders, whether or not the rules applicable to preparation of Form S-3 require the Registrable Securities from time to time on a delayed or a continuous basis under Rule 415 under inclusion of such information. Notwithstanding the Securities Act. The Issuer shall not be required to file any such Registration Statement (i) foregoing, if the reasonably anticipated aggregate price Company shall furnish to the public of the offering would not exceed $1,000,000 or (ii) if within 30 days of any request to register Registrable Securities pursuant to this Section 2.1(b), the Issuer furnishes to the requesting Holder or Initiating Form S-3 Holders a certificate signed by the President Chief Executive Officer and Chief Financial Officer of the Issuer Company stating that in the Issuer has a good faith intent opinion of the Board of Directors of the Company, a Valid Business Reason exists, the Company shall have the right to engage in delay or defer taking action with respect to such filing for a firmly underwritten public offering within 90 period of ninety (90) days after receipt of such requestthe Form S-3 Demand; provided, however, that such right to delay or defer a request to Form S-3 Demand shall be exercised by the Issuer Company not more than once in any twelve-twelve (12) month period. No requested registration under this Section 2.l(b) , the Company shall constitute only have the right to delay a “demand” registration for purposes of Section 2.1(a). So Form S-3 Demand so long as such Valid Business Reason exists, and during such time the provisions Company may not file a Registration Statement for securities to be issued and requirements sold for its own account or for that of this any other Holders. Form S-3 Demands will not be deemed to be Demand Requests as described in Section 2.1(b) are satisfied 1.2 hereof and subject Holders shall have the right to the other provisions of this Agreement, there shall be no limit on the request an unlimited number of times a Holder or Holders may make a written request that Form S-3 Demands. Notwithstanding the Issuer effect a registration hereunder except that foregoing, the Issuer Company shall not be required obligated to effect a registration file more than one (1) Registration Statement on Form S-3 pursuant to this Section 2.l(b1.4 in any given six (6) on more than two (2) occasions during any 12-month period.

Form S-3 Registration. If at any time Within thirty (30) days of the Issuer is eligible to Effective Date, the Company shall file with the SEC a Registration Statement under the Securities Act registration statement on Form S-3 (and any related qualification or any successor short form registration statement), a Holder or Holders of the Senior Preferred Registrable Securities shall have the right compliance with respect to make written requests that the Issuer effect a registration under the Securities Act on Form S-3 of all or part of the Registrable Securities then outstanding or thereafter issued upon conversion of Series A Preferred Stock issued upon exercise of the Holder making Warrants; provided, however, that the Company shall not be obligated to effect such requestregistration, qualification or compliance pursuant to this Section 2.2 in any particular jurisdiction in which requests the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. The Company shall specify use best efforts to have the intended method of disposition thereof by such Holder, including whether (i) the registration requested is for an underwritten offering and (ii) the S-3 Registration Statement covering such Registrable Securities shall provide for the sale declared effective by the Holder thereof SEC within one hundred twenty (120) days of the Registrable Securities from Effective Date and shall leave such Registration Statement in effect until the second anniversary of the Effective Date, by which time the Company shall use best efforts to time on have a delayed or a continuous basis second S-3 Registration Statement declared effective by the SEC and shall leave such S-3 Registration Statement in effect until the fourth anniversary of the Effective Date. The Company's obligations to keep any S-3 Registration Statement effective shall cease as to any shares that become saleable under Rule 415 144(k) promulgated under the Securities Act. The Issuer If for any reason either registration statement is suspended, the Company shall use best efforts to cause such registration statement to become effective again at the earliest possible date following the request of any of the Investors. In the event the that the S-3 Registration Statement is not declared effective by the SEC within one hundred twenty (120) days of the Effective Date, as relief for the damages to the Holders by reason of any such delay in or reduction of their ability to sell any of their Registrable Securities (which remedy shall not be required exclusive of any other remedies available at law and in equity), the Company shall pay to file any such the Holders on a pro rata basis relative to the number of Registrable Securities held by each Holder an aggregate amount in cash equal to fifty thousand dollars ($50,000) and an additional fifty thousand dollars ($50,000) for each of the following full months that elapse thereafter during which the S-3 Registration Statement declared is not declared effective by the SEC, provided that in no event shall all such payments pursuant to this paragraph exceed two hundred fifty thousand dollars (i) if $250,000). Such payment shall be paid on the reasonably anticipated aggregate price to the public last day of the offering would not exceed $1,000,000 or (ii) if within 30 days of any request to register Registrable Securities calendar month after which such payment is incurred. The Company shall pay all expenses incurred in connection with the registrations required pursuant to this Section 2.1(b2.2, including without limitation all filing, registration and qualification, printers' and accounting fees and the reasonable fees and disbursements of one (1) counsel for each Asia Pacific, Vertex and any other selling Holders (not to exceed $15,000), which may be counsel for the Issuer furnishes to Company, and counsel for the requesting Holder or Holders a certificate signed by the President of the Issuer stating that the Issuer has a good faith intent to engage in a firmly underwritten public offering within 90 days of such request, such right to delay a request to be exercised by the Issuer not more than once in any twelve-month period. No requested registration under this Section 2.l(b) shall constitute a “demand” registration for purposes of Section 2.1(aCompany (but excluding underwriters' discounts and commissions). So long as Each Holder participating in the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer shall not be required to effect a registration pursuant to this Section 2.l(b2.2 shall bear such Holder's proportionate share (based on the number of shares sold by such Holder over the total number of shares included in such registration at the time it goes effective) on more than two (2) occasions during any 12-month periodof all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering.

Form S-3 Registration. If Any Holder (an “Initiating Form S-3 Holder”) may request at any time following the Issuer is eligible to Company’s Public Offering that the Company file a Registration Statement registration statement under the Securities Act on Form S-3 (or similar or successor form) covering the sale or other distribution of all or any portion of the Registrable Common Stock held by such Initiating Form S-3 Holder pursuant to Rule 415 under the Securities Act (“Form S-3 Request”) if (i) the Company is a registrant qualified to use Form S-3 (or any similar or successor form) to register such Registrable Common Stock and (ii) the plan of distribution of the Registrable Common Stock is other than pursuant to an underwritten public offering. If such conditions are met, the Company shall use its commercially reasonable efforts to register under the Securities Act on Form S-3 (or any similar or successor short form form) at the earliest practicable date, for sale in accordance with the method of disposition specified in the Form S-3 Request, the number of Registrable Common Stock specified in such Form S-3 Request. In connection with a Form S-3 Request, the Company agrees to include in the prospectus included in any registration statement)statement on Form S-3, a Holder such material describing the Company and intended to facilitate the sale of securities being so registered as is reasonably requested for inclusion therein by the Initiating Form S-3 Holders, whether or not the rules applicable to preparation of Form S-3 require the inclusion of such information. Form S-3 Requests will not be deemed to be Initiating Requests as described in Section 2(a) hereof and Holders of the Senior Preferred Registrable Securities shall have the right to make written requests that request an unlimited number of Form S-3 Requests. Notwithstanding the Issuer effect a foregoing, the Company shall not be obligated to file more than one (1) registration under the Securities Act statement on Form S-3 of all or part of the Registrable Securities of the Holder making such request, which requests shall specify the intended method of disposition thereof by such Holder, including whether (i) the registration requested is for an underwritten offering and (ii) the Registration Statement covering such Registrable Securities shall provide for the sale by the Holder thereof of the Registrable Securities from time to time on a delayed or a continuous basis under Rule 415 under the Securities Act. The Issuer shall not be required to file any such Registration Statement (i) if the reasonably anticipated aggregate price to the public of the offering would not exceed $1,000,000 or (ii) if within 30 days of any request to register Registrable Securities pursuant to this Section 2.1(b), the Issuer furnishes to the requesting Holder or Holders a certificate signed by the President of the Issuer stating that the Issuer has a good faith intent to engage in a firmly underwritten public offering within 90 days of such request, such right to delay a request to be exercised by the Issuer not more than once 2(i) in any twelve-given six (6) month period. No requested registration effected under this Section 2.l(b2(i) shall constitute a “demand” registration for purposes relieve the Company of Section 2.1(a). So long as the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer shall not be required its obligation to effect a any registration upon request under Section 2(a) hereof and no registration effected pursuant to this Section 2.l(b2(i) on more than two (2shall be deemed to have been effected pursuant to Section 2(a) occasions during any 12-month periodhereof.

Form S-3 Registration. If at any time the Issuer is eligible to The Company shall (X) file a Registration Statement under the Securities Act registration statement on Form S-3 (or any successor short form registration statement), a Holder or Holders of the Senior Preferred Registrable Securities shall have the right to make written requests that the Issuer effect a registration under the Securities Act on Form S-3 of all or part of covering the Registrable Securities within 7 calendar days of the Holder making such requestClosing (except that if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, which requests then within 20 calendar days of notice of same from the SEC the Company shall specify file a registration statement on Form S-1 covering the intended method of disposition thereof by such Holder, including whether Registrable Securities) (ithe “Registration Statement”) the registration requested is for an underwritten offering and (iiY) cause the Registration Statement covering to be declared effective as soon as possible following the filing (and in any event within 120 calendar days following the date of such Registrable Securities shall provide for filing; provided, however, that in the sale by event the Holder thereof of SEC determines to review the Registrable Securities Registration Statement, then to cause the Registration Statement to be declared effective within 10 business days after receiving notice from time to time on a delayed or a continuous basis under Rule 415 under the Securities Act. The Issuer shall SEC that the Registration Statement will not be required subject to file any such Registration Statement further review (i) if the reasonably anticipated aggregate price to the public of the offering would not exceed $1,000,000 or (ii) if within 30 days of any request to register Registrable Securities pursuant to this Section 2.1(b“Effectiveness Deadline”), the Issuer furnishes to the requesting Holder or Holders a certificate signed by the President of the Issuer stating that the Issuer has a good faith intent to engage in a firmly underwritten public offering within 90 days of such request, such right to delay a request to be exercised by the Issuer not more than once in any twelve-month period. No requested registration under this Section 2.l(b) shall constitute a “demand” registration for purposes of Section 2.1(a). So long as the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer shall not be required to effect All expenses incurred in connection with a registration pursuant to this Section 2.l(b1.2, including (without limitation) on more all registration, filing, qualification, printer, legal and accounting fees shall be borne by the Company. The Company shall not be required to pay any selling expenses of the Stockholder, including any underwriters’ or brokers’ fees, discounts or commissions relating to the Registrable Securities, or the fees or expenses of separate counsel to the Stockholder. The Company may include in the Registration Statement other shares of Common Stock of the Company up to a maximum of 5,000,000 additional shares (for a maximum total of 7,500,000 shares) as it determines in its sole discretion; provided, however, that the inclusion of such other securities shall not in any way limit the number of shares registered under the Registration Statement by the Stockholder or modify the Company’s obligations to the Stockholder hereunder. The Company will use its best effort to respond to all requests or comments by the SEC not later than two (2) occasions during any 12-month periodthe earlier of the date due or 10 business days from receipt of the request.

Form S-3 Registration. If at (a) Request for a Form S-3 Registration. Upon the Company ----------------------------------- becoming eligible for use of Form S-3 (or any time successor form thereto) under the Issuer is eligible to file Securities Act in connection with a Registration Statement public offering of its securities, in the event that the Company shall receive from one or more of the Stockholders (the "S-3 Initiating Holders"), a written request that the Company register, under ---------------------- the Securities Act on Form S-3 (or any successor short form registration statementthen in effect) (an "S-3 --- Registration"), all or a Holder or Holders portion of the Senior Preferred Registrable Securities owned by such S-3 ------------ Initiating Holders, the Company shall give written notice of such request to all of the Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) at least thirty (30) days before the right anticipated filing date of such Form S-3, and such notice shall describe the proposed registration and offer such Designated Holders the opportunity to make register the number of Registrable Securities as each such Designated Holder may request in writing to the Company, given within fifteen (15) days after their receipt from the Company of the written requests that notice of such registration. With respect to each S-3 Registration, the Issuer effect a registration under the Securities Act on Form S-3 of all or part of Company shall, subject to Section 5(b), (i) include in such offering the Registrable Securities of the Holder making such requestS-3 Initiating Holders, which requests shall specify the intended method of disposition thereof by such Holder, including whether (i) the registration requested is for an underwritten offering and (ii) the Registration Statement covering use its reasonable best efforts to (x) cause such Registrable Securities shall provide for the sale by the Holder thereof of the Registrable Securities from time to time on a delayed or a continuous basis under Rule 415 under the Securities Act. The Issuer shall not be required to file any such Registration Statement (i) if the reasonably anticipated aggregate price to the public of the offering would not exceed $1,000,000 or (ii) if within 30 days of any request to register Registrable Securities pursuant to this Section 2.1(b), the Issuer furnishes to the requesting Holder or Holders a certificate signed by the President of the Issuer stating that the Issuer has a good faith intent to engage in a firmly underwritten public offering within 90 days of such request, such right to delay a request to be exercised by the Issuer not more than once in any twelve-month period. No requested registration under this Section 2.l(b) shall constitute a “demand” registration for purposes of Section 2.1(a). So long as the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer shall not be required to effect a registration pursuant to this Section 2.l(b5(a) to become and remain effective as soon as practicable, but in any event not later than forty-five (45) days after it receives a request therefor and (y) include in such offering the Registrable Securities of the Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) who have requested in writing to participate in such registration on more than two the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein. Each S-3 Registration shall remain continuously effective for the lesser of (2A) occasions the period during any 12-month periodwhich all Registrable Securities registered in such registration are sold, and (B) 90 days.

Form S-3 Registration. If at any time On the Issuer date that is 120 days following the date of this Agreement, (the “Target Filing Date”), if the Company is eligible to file use Form S-3 under the Securities Act in connection with a Registration Statement secondary public offering of its equity securities, the Company shall register under the Securities Act on Form S-3 (or any successor short form registration statement), a Holder or Holders an “S-3 Registration”) the sale of all of the Senior Preferred Registrable Securities owned by the Designated Stockholders on the date hereof (which S-3 Registration shall have be a shelf registration pursuant to Rule 415 promulgated under the right Securities Act). Subject to make written requests that the Issuer effect terms of this Agreement, the Company shall use its commercially reasonable efforts to file a registration Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and to use its commercially reasonable efforts to cause such Registration Statement to become effective, in each case, as promptly as practicable but in no event later than one hundred twenty days after the Target Filing Date. Subject to the terms of this Agreement, if the Registration Statement for an S-3 Registration ceases to be effective after the third anniversary of its effectiveness, if the Company is eligible to use Form S-3 under the Securities Act on Form in connection with a secondary public offering of its equity securities, at the written request of the Majority Designated Stockholders, the Company shall use its commercially reasonable efforts to file a new Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and to use its commercially reasonable efforts to cause such Registration Statement to become effective, in each case, as promptly as practicable but in no event later than one hundred twenty days after the prior Registration Statement ceases to be effective; provided, that the Designated Stockholders request for inclusion in the new Registration Statement relating to such S-3 Registration at least $20,000,000 of all or part Registrable Securities (calculated based upon the Market Price of the Registrable Securities on the date which the Majority Designated Stockholders make such request). If the Majority S-3 Participating Stockholders request, and if the Company is a Well-Known Seasoned Issuer, the Company shall cause such S-3 Registration to be made pursuant to an Automatic Shelf Registration Statement and may omit the names of the Holder making such request, which requests shall specify S-3 Participating Stockholders and the intended method of disposition thereof by such Holder, including whether (i) the registration requested is for an underwritten offering and (ii) the Registration Statement covering such Registrable Securities shall provide for the sale by the Holder thereof amount of the Registrable Securities from time to time on a delayed or a continuous basis under Rule 415 under the Securities Actbe offered thereunder. The Issuer shall not be required to file any such Any Registration Statement (i) if the reasonably anticipated aggregate price to the public of the offering would not exceed $1,000,000 or (ii) if within 30 days of any request to register Registrable Securities pursuant to this Section 2.1(b), the Issuer furnishes to the requesting Holder or Holders a certificate signed by the President of the Issuer stating that the Issuer has a good faith intent to engage in a firmly underwritten public offering within 90 days of such request, such right to delay a request to be exercised by the Issuer not more than once in any twelve-month period. No requested registration filed under this Section 2.l(b5(a) shall constitute be referred to as a “demand” registration for purposes of Section 2.1(a). So long as the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer shall not be required to effect a registration pursuant to this Section 2.l(b) on more than two (2) occasions during any 12-month periodForm S-3 Shelf Registration Statement.”

Form S-3 Registration. If at any time In case the Issuer is eligible to file Company shall receive from one or more Holders of Registrable Securities a Registration Statement under written request or requests that the Securities Act Company effect a registration on Form S-3 (or any successor short form registration statement), a Holder or Holders of the Senior Preferred Registrable Securities shall have the right with respect to make written requests that the Issuer effect a registration under the Securities Act on Form S-3 of all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall: promptly give written notice of the Holder making proposed registration to all other Holders; and use its best efforts to effect, as soon as practicable, such registration as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within 20 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration or qualification pursuant to this Section 2.4: if Form S-3 is not available for such offering by the Holder or Holders; if the anticipated aggregate offering price to the public (net of any underwriters’ discounts or commissions) is less than $1,000,000; during the period starting with the date of the filing of, and ending on a date 120 days following the effective date of, a Company-initiated registration subject to Section 2.3 above, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or if the Company has, within the 12-month period preceding the date of such request, already effected one registration on Form S-3 for the Holders pursuant to this Section 2.4. Subject to the foregoing, the Company shall file a registration statement on Form S-3 covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as requests for registration effected pursuant to Section 2.2 or 2.3, respectively. Obligations of the Company. Whenever required under this Article II to effect any registration, the Company shall, as expeditiously as reasonably possible: prepare and file with the SEC a registration statement and use its best efforts to cause such registration statement to become effective, and keep such registration statement effective for a period of 120 days or, if earlier, until the distribution contemplated in such registration statement has been completed; prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement; furnish to the Selling Stockholders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of securities owned by them; use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Selling Stockholders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions; before filing the registration statement or any amendments or supplements thereto, furnish the Selling Stockholders with copies of all documents proposed to be filed, and afford counsel to the Selling Stockholders a reasonable opportunity to review and comment upon such documents; in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form (including representations, warranties and indemnitees of the Company for the benefit of the underwriters and the Selling Stockholders), with the underwriter or underwriters of such offering; cause the securities covered by such registration statement to be listed on each securities exchange or over-the-counter market on which requests the Company’s securities of the same class and series are then listed, or, if no such securities are then listed, the securities exchange or over-the-counter market as the Company and the Holders of a majority of the Registrable Securities may mutually agree; notify each Selling Stockholder covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and use its best efforts to furnish to the underwriters, on the date that securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, and (ii) a letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering. Information by Holder. Any Selling Stockholder holding securities included in any registration effected under this Article II shall specify promptly furnish to the Company such information regarding itself, the securities to be sold by it, and the intended method of disposition thereof by such Holder, including whether (i) the registration requested is for an underwritten offering and (ii) the Registration Statement covering such Registrable Securities shall provide for the sale by the Holder thereof of the Registrable Securities from time to time on a delayed or a continuous basis under Rule 415 under the Securities Act. The Issuer shall not be required to file any such Registration Statement (i) if the reasonably anticipated aggregate price to the public of the offering would not exceed $1,000,000 or (ii) if within 30 days of any request to register Registrable Securities pursuant to this Section 2.1(b), the Issuer furnishes to the requesting Holder or Holders a certificate signed by the President of the Issuer stating that the Issuer has a good faith intent to engage in a firmly underwritten public offering within 90 days of such request, such right to delay a request to be exercised by the Issuer not more than once in any twelve-month period. No requested registration under this Section 2.l(b) securities as shall constitute a “demand” registration for purposes of Section 2.1(a). So long as the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer shall not be required to effect a the registration pursuant to this Section 2.l(b) on more than two (2) occasions during any 12-month periodof such stockholder’s securities.

Form S-3 Registration. If at 6.1 Request for a Form S-3 Registration. At any time commencing after the Issuer is eligible to file second anniversary of the date hereof, if the Company shall receive from one or more Designated Holders (the "S-3 Initiating Holders") a Registration Statement written request that the Company register, under the Securities Act on Form S-3 (or any successor short form registration statementthen in effect) (an "S-3 Registration"), a Holder or Holders of the Senior Preferred Registrable Securities shall have the right to make written requests that the Issuer effect a registration under the Securities Act on Form S-3 of all or part a portion of the Registrable Securities owned by such S-3 Initiating Holders, the Company shall give written notice of such request to all of the Designated Holders (other than the S-3 Initiating Holders) as far in advance as practicable (but not less than ten (10) Business Days) before the anticipated filing date of such Form S-3, and such notice shall describe the proposed registration and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder making may request in writing to the Company, given within ten (10) days after their receipt from the Company of the written notice of such requestregistration. If requested by the S-3 Initiating Holders, which requests such S-3 Registration shall specify the intended method of disposition thereof by such Holder, including whether (i) the registration requested is be for an underwritten offering and (ii) the Registration Statement covering such Registrable Securities shall provide for the sale by the Holder thereof of the Registrable Securities from time to time on a delayed or a continuous basis under pursuant to Rule 415 under the Securities Act. The Issuer shall not be required With respect to file any such Registration Statement each S-3 Registration, the Company shall, subject to Section 6.2, (i) if include in such offering the Registrable Securities of the S-3 Initiating Holders and the Designated Holders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein and (ii) use its reasonable best efforts to cause such registration pursuant to this Section 6.1 to become and remain effective as soon as practicable. The Company's obligations in this Article VI with respect to each requested S-3 Registration are subject to the conditions that (i) the reasonably anticipated aggregate price to the public of the offering would not Registrable Securities requested for inclusion in such S-3 Registration shall equal or exceed $1,000,000 or 5,000,000 and (ii) if within 30 days of any request the Company is a registrant entitled to use Form S-3 or a successor thereto to register Registrable Securities pursuant to this Section 2.1(b), the Issuer furnishes to the requesting Holder or Holders a certificate signed by the President of the Issuer stating that the Issuer has a good faith intent to engage in a firmly underwritten public offering within 90 days of such request, such right to delay a request to be exercised by the Issuer not more than once in any twelve-month period. No requested registration under this Section 2.l(b) shall constitute a “demand” registration for purposes of Section 2.1(a). So long as the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer shall not be required to effect a registration pursuant to this Section 2.l(b) on more than two (2) occasions during any 12-month periodsecurities.

Form S-3 Registration. If (a) Each Holder (an “Initiating Form S-3 Holder”) may request at any time that the Issuer is eligible to Company file a Registration Statement under the Securities Act on Form S-3 (or similar or successor form) (a “Form S-3 Registration”) covering the sale or other distribution of all or any successor short form registration statement), a Holder or Holders portion of the Senior Preferred Registrable Securities shall have the right held by such Initiating Form S-3 Holder pursuant to make written requests that the Issuer effect a registration Rule 415 under the Securities Act on (a “Form S-3 of all or part of the Registrable Securities of the Holder making such request, which requests shall specify the intended method of disposition thereof by such Holder, including whether Demand”) if (i) the registration requested is for an underwritten reasonably anticipated aggregate offering price, net of underwriting discounts and commissions, if any, would equal or exceed $3,000,000 and (ii) the Company is a registrant qualified to use Form S-3 (or any similar or successor form) to register such Registrable Securities. If such conditions are met, then the Company shall file the requested Registration Statement covering such Registrable Securities within ninety (90) Business Days after receiving a Form S-3 Demand and shall provide for use its reasonable best efforts to cause the sale same to be declared effective by the Holder thereof of the Registrable Securities from time to time on a delayed or a continuous basis under Rule 415 under the Securities ActSEC as promptly as practicable after such filing. The Issuer Company shall not be required to file any maintain the effectiveness of such Form S-3 Registration Statement (i) for as long as there are Registrable Securities registered thereunder. Notwithstanding the foregoing, if the reasonably anticipated aggregate price Company shall furnish to the public of the offering would not exceed $1,000,000 or (ii) if within 30 days of any request to register Registrable Securities pursuant to this Section 2.1(b), the Issuer furnishes to the requesting Holder or Initiating Form S-3 Holders a certificate signed by the President Chief Executive Officer and Chief Financial Officer of the Issuer Company stating that in the Issuer has a good faith intent opinion of the Board of Directors of the Company, it would be seriously detrimental to engage in the Company and its stockholders for such Registration Statement to be filed and that it is therefore essential to defer the filing of the Registration Statement (a firmly underwritten public offering within “Valid Business Reason”), the Company shall have the right to delay or defer taking action with respect to filing an S-3 Registration Statement for a period of 90 days Business Days after receipt of such requestthe Form S-3 Demand; provided, however, that such right to delay or defer a request to Form S-3 Demand shall be exercised by the Issuer Company not more than once in any twelve-12 month period. No requested registration under this Section 2.l(b) , and the Company shall constitute only have the right to delay a “demand” registration for purposes of Section 2.1(a). So Form S-3 Demand so long as the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer shall not be required to effect a registration pursuant to this Section 2.l(b) on more than two (2) occasions during any 12-month periodsuch Valid Business Reason exists.

Form S-3 Registration. If at (a) Request for a Form S-3 Registration. At any time when the Issuer Company is eligible to file for use of Form S-3, in the event that the Company shall receive from (i) PPGL, (ii) FEL or (iii) one or more of the Demand Stockholders, acting through its representative identified on the instrument executed by it in the form attached hereto as Exhibit A or such representative's written designee (the "S-3 Initiating Holders"), a Registration Statement written request that the Company register, under the Securities Act Act, on Form S-3 (or any successor short form registration statementthen in effect) (an "S-3 Registration"), all or a Holder or Holders portion of the Senior Preferred Registrable Securities owned by such S-3 Initiating Holders, the Company shall give written notice of such request to all of the Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) at least 30 days before the right anticipated filing date of such Form S-3, and such notice shall describe the proposed registration and offer such Designated Holders the opportunity to make register the number of Registrable Securities as each such Designated Holder may request in writing to the Company, given within 15 days after their receipt from the Company of the written requests that notice of such registration. The Company shall (i) take such steps as are necessary or appropriate to prepare for the Issuer effect registration of the Registrable Securities to be registered and (ii) subject to Section 5(b), use reasonable best efforts to (x) cause such registration pursuant to this Section 5(a) to become and remain effective as soon as practicable, but in any event not later than 90 days after it receives a request therefor and (y) include in such offering the Registrable, Securities of the Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) who have requested in writing to participate in such registration under on the Securities Act on Form S-3 of all or part of same terms and conditions as the Registrable Securities of the Holder making such request, which requests shall specify the intended method of disposition thereof by such Holder, including whether (i) the registration requested is for an underwritten offering and (ii) the Registration Statement covering such Registrable Securities shall provide for the sale by the Holder thereof of the Registrable Securities from time to time on a delayed or a continuous basis under Rule 415 under the Securities Act. The Issuer shall not be required to file any such Registration Statement (i) if the reasonably anticipated aggregate price to the public of the offering would not exceed $1,000,000 or (ii) if within 30 days of any request to register Registrable Securities pursuant to this Section 2.1(b), the Issuer furnishes to the requesting Holder or S-3 Initiating Holders a certificate signed by the President of the Issuer stating that the Issuer has a good faith intent to engage in a firmly underwritten public offering within 90 days of such request, such right to delay a request to be exercised by the Issuer not more than once in any twelve-month period. No requested registration under this Section 2.l(b) shall constitute a “demand” registration for purposes of Section 2.1(a). So long as the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer shall not be required to effect a registration pursuant to this Section 2.l(b) on more than two (2) occasions during any 12-month periodincluded therein.

Form S-3 Registration. If at any time As soon as reasonably practicable after the Issuer is eligible Closing (currently anticipated to be approximately 45 days), the Company shall file with the SEC a Registration Statement under the Securities Act on Form S-3 (or any successor short form registration statement), a Holder or Holders of other similar form) covering the Senior Preferred Registrable Securities shall have the right to make written requests that the Issuer effect a registration under the Securities Act on Form S-3 of all or part continuous sale of the Registrable Securities of the Holder making such request, which requests shall specify the intended method of disposition thereof by such Holder, including whether (i) the registration requested is for an underwritten offering and (ii) the Registration Statement covering such Registrable Securities shall provide for the sale by the Holder thereof of the Registrable Securities from time pursuant to time on a delayed or a continuous basis under Rule 415 under the Securities ActAct or any successor thereto (the "SHELF REGISTRATION STATEMENT"), in the manner specified therein. The Issuer Company shall use all reasonable efforts to cause the Shelf Registration Statement to be declared effective by the SEC as soon as reasonably practicable after its filing with the SEC, and to remain effective until the earlier of (x) such time as all of the Registrable Securities are sold pursuant to the Shelf Registration Statement or (y) each Holder is able to sell within any 90-day period all Registrable Securities owned by such Holder pursuant to SEC Rules as then in effect, including Rule 144 under the Securities Act, or any successor thereto ("SEC RULE 144") (the "EFFECTIVE PERIOD"); provided that in the event that Company determines in good faith that, because it has under consideration a significant (as defined under Regulation S-X of the SEC) acquisition or disposition or other material transaction or corporate event that has not been publicly disclosed or that it is in the process of preparing for filing with the SEC a Current Report on Form 8-K or other form, the Shelf Registration Statement may contain a material misstatement or omission, Parent may cause the Shelf Registration Statement to not be used during the period in question. The Company agrees it will use its best efforts to ensure that such deferral will be for the shortest period of time reasonably required to file any such Registration Statement (i) if not exceeding, in the reasonably anticipated aggregate price to the public of the offering would not exceed $1,000,000 or (ii) if within 30 days of any request to register Registrable Securities pursuant to this Section 2.1(b)aggregate, the Issuer furnishes to the requesting Holder or Holders a certificate signed by the President of the Issuer stating that the Issuer has a good faith intent to engage in a firmly underwritten public offering within 90 days of such request, such right to delay a request to be exercised by the Issuer not more than once in any twelve-month period. No requested registration under this Section 2.l(b) shall constitute a “demand” registration for purposes of Section 2.1(a). So long as the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer shall not be required to effect a registration pursuant to this Section 2.l(b) on more than two (2) occasions during any 12-month period. In the event the Shelf Registration Statement has not been declared effective by the SEC within 120 days after the Closing, the dividend rate on the Series A Preferred Stock shall increase in accordance with Section 1 of the Certificate of Designations until the Shelf Registration Statement has been declared effective.

Form S-3 Registration. If at 6.1 Request for a Form S-3 Registration. At any time after the Issuer is eligible to file a date hereof that the Shelf Registration Statement is not effective, in the event that the Company shall receive from one or more Investors (the "S-3 Initiating Holders") a written request that the Company register, under the Securities Act on Form S-3 (or any successor short form registration statementthen in effect) (an "S-3 Registration"), all or a Holder or Holders portion of the Senior Preferred Registrable Securities owned by such S-3 Initiating Holders, the Company shall give written notice of such request to all of the Designated Holders (other than the S-3 Initiating Holders who have requested an S-3 Registration under this Section 6.1) as far in advance as practicable (but not less than ten (10) Business Days) before the right anticipated filing date of such Form S-3, and such notice shall describe the proposed registration and offer such Designated Holders the opportunity to make register the number of Registrable Securities as each such Designated Holder may request in writing to the Company, given within ten (10) days after their receipt from the Company of the written requests that notice of such registration. If requested by the Issuer effect S-3 Initiating Holders such S-3 Registration shall be for an offering on a registration continuous basis pursuant to Rule 415, under the Securities Act on Form Act. With respect to each S-3 of all or part of Registration, the Company shall, subject to Section 6.2, (i) include in such offering the Registrable Securities of the Holder making S-3 Initiating Holders and the Designated Holders who have requested in writing to participate in such request, which requests shall specify registration on the intended method same terms and conditions as the Registrable Securities of disposition thereof by such Holder, including whether (i) the registration requested is for an underwritten offering S-3 Initiating Holders included therein and (ii) the Registration Statement covering use its reasonable best efforts to cause such Registrable Securities shall provide for the sale by the Holder thereof of the Registrable Securities from time registration pursuant to time on this Section 6.1 to become and remain effective as soon as practicable, but in any event not later than forty-five (45) days after it receives a delayed or a continuous basis under Rule 415 under the Securities Actrequest therefor. The Issuer shall not be required Company's obligations in this Article VI with respect to file any such each requested S-3 Registration Statement are subject to the conditions that (i) if the reasonably anticipated aggregate price to the public of the offering would not Registrable Securities requested for inclusion in such S-3 Registration shall equal or exceed $1,000,000 or and (ii) if within 30 days of any request the Company is a registrant entitled to use Form S-3 or a successor thereto to register Registrable Securities pursuant to this Section 2.1(b), the Issuer furnishes to the requesting Holder or Holders a certificate signed by the President of the Issuer stating that the Issuer has a good faith intent to engage in a firmly underwritten public offering within 90 days of such request, such right to delay a request to be exercised by the Issuer not more than once in any twelve-month period. No requested registration under this Section 2.l(b) shall constitute a “demand” registration for purposes of Section 2.1(a). So long as the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer shall not be required to effect a registration pursuant to this Section 2.l(b) on more than two (2) occasions during any 12-month periodsecurities.

Form S-3 Registration. If at any time After the Issuer is eligible to file a Registration Statement first public offering of its securities registered under the Securities Act Act, the Company shall use its best efforts to qualify and remain qualified to register Registrable Securities pursuant to a registration statement on Form S-3 (or any successor short form registration statement), a form) under the Securities Act. A Holder or Holders of the Senior Preferred Registrable Securities anticipated to have an aggregate sale price (net underwriting discounts and commissions, if any) in excess of $500,000 shall have the right to make written requests that require the Issuer effect Company to file registration statements, including a shelf registration statement, and if the Company is a “well known seasoned issuer”, an automatic shelf registration statement, on Form S-3 or any successor form under the Securities Act on Form S-3 of covering all or any part of their and their affiliates’ Registrable Securities, by delivering a written request therefor to the Company. Such request shall state the number of shares of Registrable Securities to be disposed of the Holder making such request, which requests shall specify and the intended method of disposition thereof of such shares by such Holder, including whether (i) the registration requested is for an underwritten offering and (ii) the Registration Statement covering such Holder or Holders. The Company shall give notice to all other Holders of Registrable Securities shall provide for the sale by the Holder thereof of the Registrable Securities from time to time on receipt of a delayed or a continuous basis under Rule 415 under the Securities Act. The Issuer shall not be required to file any such Registration Statement (i) if the reasonably anticipated aggregate price to the public of the offering would not exceed $1,000,000 or (ii) if within 30 days of any request to register Registrable Securities for registration pursuant to this Section 2.1(b), 2.4 and such Holders of Registrable Securities shall then have thirty (30) days to notify the Issuer furnishes Company in writing of their desire to participate in the registration. The Company shall use its best efforts to effect promptly the registration statement registering all shares on Form S-3 (or a comparable successor form) to the requesting Holder or Holders a certificate signed extent requested by such Holders. The Company shall use its best efforts to keep such registration statement effective until the President earlier of the Issuer stating that the Issuer has a good faith intent to engage in a firmly underwritten public offering within 90 days of or until such requestHolders have completed the distribution described in such registration statement. Notwithstanding the foregoing, such right to delay the extent that registration on Form S-3 is not available to a request to be exercised by the Issuer not more than once in any twelve-month period. No Holder that has requested registration under this Section 2.l(b) 2.4, the Company shall constitute a “demand” use commercially reasonable efforts to effect such registration for purposes of Section 2.1(a)on Form S-1. So long as the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer The Company shall not be required to effect a registration pursuant to this Section 2.l(b) on more than two (2) occasions during registrations under this Section 2.4 in any twelve (12-) month period.

Form S-3 Registration. If at any time the Issuer Company is eligible to file a Registration Statement use Form S-3 under the Securities Act on Form S-3 (or any similar successor short form registration statement), form) and shall receive from a Holder Purchaser and/or its permitted transferees (the "S-3 Initiating Holders") a written request or Holders of the Senior Preferred Registrable Securities shall have the right to make written requests that the Issuer Company effect a registration under on such Form S-3, including without limitation, pursuant to Rule 415 of the Securities Act on Form S-3 of and any related qualification or compliance with respect to all or part of the Registrable Securities owned by the S-3 Initiating Holders and its permitted transferees (provided, that the S-3 Initiating Holders registering Registrable Securities in such registration (together with all other holders of Registrable Securities to be included in such registration) propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Holder making Registrable Securities on the date of filing of the Form S-3 with respect to such requestRegistrable Securities) to the public of no less than the lesser of $500,000 or the remaining Registrable Securities), which requests the Company shall specify the intended method of disposition thereof by such Holder, including whether (i) promptly give written notice of the registration requested is for an underwritten offering proposed registration, and any related qualification or compliance, to all other holders of Registrable Securities; and (ii) the Registration Statement covering as soon as practicable, use reasonable best efforts to file and effect such Registrable Securities shall provide for registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale by the Holder thereof and distribution of all or such portion of the Registrable Securities from time to time on a delayed as are specified in such request, together with all or a continuous basis under Rule 415 under the Securities Act. The Issuer shall not be required to file any such Registration Statement (i) if the reasonably anticipated aggregate price to the public portion of the offering would not exceed $1,000,000 or (ii) if within 30 days Registrable Securities of any other holder in the group of holders joining in such request to register Registrable Securities as is specified in a written request given within fifteen (15) days after the holder's receipt of such written notice from the Company. No registration requested by any S-3 Initiating Holders pursuant to this Section 2.1(b), the Issuer furnishes to the requesting Holder or Holders a certificate signed by the President of the Issuer stating that the Issuer has a good faith intent to engage in a firmly underwritten public offering within 90 days of such request, such right to delay a request to be exercised by the Issuer not more than once in any twelve-month period. No requested registration under this Section 2.l(b) shall constitute a “demand” registration for purposes of Section 2.1(a). So long as the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there 1.3 shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer shall not be required to effect deemed a registration pursuant to this Section 2.l(b) on more than two (2) occasions during any 12-month period1.1.

Form S-3 Registration. If at any time On or prior to the Issuer date that is 120 days following the date of this Agreement, (the “Target Filing Date”), if the Company is eligible to file use Form S-3 under the Securities Act in connection with a Registration Statement secondary public offering of its equity securities, the Company shall register under the Securities Act on Form S-3 (or any successor short form registration statement), a Holder or Holders an “S-3 Registration”) the sale of all of the Senior Preferred Registrable Securities owned by the Designated Stockholders on the date hereof (which S-3 Registration shall have be a shelf registration pursuant to Rule 415 promulgated under the right Securities Act). Subject to make written requests that the Issuer effect terms of this Agreement, the Company shall use its commercially reasonable efforts to file a registration Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and to use its commercially reasonable efforts to cause such Registration Statement to become effective, in each case, as promptly as practicable but in no event later than one hundred twenty days after the Target Filing Date. Subject to the terms of this Agreement, if the Registration Statement for an S-3 Registration ceases to be effective after the third anniversary of its effectiveness, if the Company is eligible to use Form S-3 under the Securities Act on Form in connection with a secondary public offering of its equity securities, at the written request of the Majority Designated Stockholders, the Company shall use its commercially reasonable efforts to file a new Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and to use its commercially reasonable efforts to cause such Registration Statement to become effective, in each case, as promptly as practicable but in no event later than one hundred twenty days after the prior Registration Statement ceases to be effective; provided, that the Designated Stockholders request for inclusion in the new Registration Statement relating to such S-3 Registration at least $20,000,000 of all or part Registrable Securities (calculated based upon the Market Price of the Registrable Securities on the date which the Majority Designated Stockholders make such request). If the Majority S-3 Participating Stockholders request, and if the Company is a Well-Known Seasoned Issuer, the Company shall cause such S-3 Registration to be made pursuant to an Automatic Shelf Registration Statement and may omit the names of the Holder making such request, which requests shall specify S-3 Participating Stockholders and the intended method of disposition thereof by such Holder, including whether (i) the registration requested is for an underwritten offering and (ii) the Registration Statement covering such Registrable Securities shall provide for the sale by the Holder thereof amount of the Registrable Securities from time to time on a delayed or a continuous basis under Rule 415 under the Securities Actbe offered thereunder. The Issuer shall not be required to file any such Any Registration Statement (i) if the reasonably anticipated aggregate price to the public of the offering would not exceed $1,000,000 or (ii) if within 30 days of any request to register Registrable Securities pursuant to this Section 2.1(b), the Issuer furnishes to the requesting Holder or Holders a certificate signed by the President of the Issuer stating that the Issuer has a good faith intent to engage in a firmly underwritten public offering within 90 days of such request, such right to delay a request to be exercised by the Issuer not more than once in any twelve-month period. No requested registration filed under this Section 2.l(b5(a) shall constitute be referred to as a “demand” registration for purposes of Section 2.1(a). So long as the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer shall not be required to effect a registration pursuant to this Section 2.l(b) on more than two (2) occasions during any 12-month periodForm S-3 Shelf Registration Statement.”

Form S-3 Registration. If at At any time after six months after the Issuer is eligible to file a Registration Statement Closing Date, if the registration of Registrable Securities under the Securities Act can be effected on Form S-3 (or any successor short short-form registration statementpromulgated by the SEC), a Holder or Holders subject to the provisions of this Section 9.2, the Company will, upon written demand of the Senior Preferred Registrable Securities shall have Investor, promptly file with the right to make written requests that the Issuer effect SEC a registration under the Securities Act on Form S-3, including a Form S-3 shelf registration (each an "Initial Shelf Registration"), of all or part such portion of the Registrable Securities of as the Holder making such request, which requests Investor (or other Holder(s)) shall specify by written notice given to the intended method of disposition thereof by such HolderCompany; provided, including whether (i) however, that the registration requested is for an underwritten offering and (ii) the Registration Statement covering such Registrable Securities shall provide for the sale by the Holder thereof market value of the Registrable Securities from time to time on a delayed or a continuous basis under Rule 415 under the Securities Act. The Issuer shall not be required to file included in any such Registration Statement (i) if the reasonably anticipated aggregate price registration shall be estimated to the public of the offering would not exceed be at least $1,000,000 or (ii) if within 30 days at the time of any request to register Registrable Securities pursuant to this Section 2.1(b)filing of such registration statement, the Issuer furnishes to the requesting Holder or Holders a certificate signed by the President of the Issuer stating and provided further that the Issuer has a good faith intent to engage in a firmly underwritten public offering within 90 days of such request, such right to delay a request to be exercised by the Issuer not more than once in any twelve-month period. No requested registration under this Section 2.l(b) shall constitute a “demand” registration for purposes of Section 2.1(a). So long as the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer Company shall not be required to effect a registration more than three such registrations pursuant to this Section 2.l(b9.2. The Company shall use commercially reasonable efforts to cause each Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing (the "Effectiveness Date") on more than and shall keep each Initial Shelf Registration continuously effective under the Securities Act during the period (the "Effectiveness Period") ending upon the earlier to occur of (i) the sale of all Registrable Securities covered by such Initial Shelf Registration or any Subsequent Shelf Registration (as defined herein) in the manner set forth and as contemplated in such Initial Shelf Registration, (ii) the Investor's ability to sell all Registrable Securities cover by such Initial Shelf Registration, without volume limitation, under Rule 144(k) of the Securities Act and (iii) two years from the Effectiveness Date for such Initial Shelf Registration. Thereafter, the Company shall be entitled to withdraw the Initial Shelf Registration and the Holders shall have no further right to offer or sell any of the Registrable Shares pursuant to such Shelf Registration Statement (2) occasions during or any 12-month periodprospectus relating thereto). In addition, the Company shall not be obligated to provide the Investor with an underwritten public offering of the Registrable Shares.

Form S-3 Registration. If at any time the Issuer is eligible (a) Requests for Registration on Form S-3. The Company shall use its reasonable good faith efforts to file a Registration Statement under the Securities Act qualify to register securities on Form S-3 (or any successor short form registration statementto such form), a Holder or Holders . After the Company has qualified for the use of Form S-3 but in any event no earlier than two (2) years after the initial Public Offering of the Senior Preferred Company, in addition to and not in limitation of the rights contained in the foregoing provisions of this Agreement, any holder of at least 10% of the Registrable Securities shall have the right to make written requests that the Issuer effect a registration under the Securities Act on Form S-3 of all or part of the Registrable Securities of the Holder making such request, which requests shall specify the intended method of disposition thereof by such Holder, including whether (i) request the registration requested is for an underwritten offering and (ii) the Registration Statement covering of any such Registrable Securities shall provide on Form S-3; provided, that if at the time of a request for registration, the sale by the Holder thereof Board of Directors of the Registrable Securities from time to time on a delayed or a continuous basis under Rule 415 under Company determines in good faith, in the Securities Act. The Issuer shall not exercise of its fiduciary duty, that it would be required to file any such Registration Statement (i) if the reasonably anticipated aggregate price detrimental to the public of the offering would not exceed $1,000,000 or (ii) if within 30 days of any request Company to register Registrable Securities pursuant to this Section 2.1(b)effect such registration at such time, the Issuer furnishes Company may postpone its obligation hereunder to effect such registration for a single period not to exceed six (6) months from the requesting Holder or Holders a certificate signed by the President of the Issuer stating that the Issuer has a good faith intent to engage in a firmly underwritten public offering within 90 days date of such request, . All such right to delay a request to be exercised by the Issuer not more than once in any twelve-month period. No requested registration under this Section 2.l(b) shall constitute a “demand” registration for purposes of Section 2.1(a). So long as the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there requests shall be no limit on in writing and shall state the number of times a Holder shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such holder or Holders may make a written request holders; provided, that the Issuer effect a registration hereunder except that the Issuer Company shall not be required to effect a registration pursuant to this Section 2.l(b5(a) unless (i) the holders of Registrable Securities requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deducting underwriting discounts and expenses of sale) of at least $4,000,000 and (ii) 74 the number of shares to be so registered for all such holders constitute at least 33 1/3% of the outstanding Registrable Securities at such date. In case the Company shall receive from a holder of Registrable Securities a written request that the Company effect a registration on more than two Form S-3 pursuant to this Section 5(a), the Company shall (2i) occasions during promptly give written notice of the proposed registration to all other holders of Registrable Securities and (ii) use its reasonable good faith efforts to effect as quickly as is reasonably practicable the registration of the Registrable Securities specified in such request, together with the Registrable Securities of any 12-month periodother holder or holders joining in such request as are specified in a written request given within 20 days after receipt of such written notice from the Company. Registrations effected pursuant to this Section 5 shall not be counted as a Demand Registration for purposes of Section 3.

Form S-3 Registration. If at any time Within thirty (30) days of the Issuer is eligible to Effective Date, the Company shall file with the SEC a Registration Statement under the Securities Act registration statement on Form S-3 (and any related qualification or any successor short form registration statement), a Holder or Holders of the Senior Preferred Registrable Securities shall have the right compliance with respect to make written requests that the Issuer effect a registration under the Securities Act on Form S-3 of all or part of the Registrable Securities then outstanding or thereafter issued upon conversion of Series A Preferred Stock issued upon exercise of the Holder making Warrants; provided, however, that the Company shall not be obligated to effect such requestregistration, qualification or compliance pursuant to this Section 2.2 in any particular jurisdiction in which requests the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. The Company shall specify use best efforts to have the intended method of disposition thereof by such Holder, including whether (i) the registration requested is for an underwritten offering and (ii) the S-3 Registration Statement covering such Registrable Securities shall provide for the sale declared effective by the Holder thereof SEC within one hundred twenty (120) days of the Registrable Securities from Effective Date and shall leave such Registration Statement in effect until the second anniversary of the Effective Date, by which time the Company shall use best efforts to time on have a delayed or a continuous basis second S-3 Registration Statement declared effective by the SEC and shall leave such S-3 Registration Statement in effect until the fourth anniversary of the Effective Date. The Company's obligations to keep any S-3 Registration Statement effective shall cease as to any shares that become saleable under Rule 415 144(k) promulgated under the Securities Act. The Issuer If for any reason either registration statement is suspended, the Company shall use best efforts to cause such registration statement to become effective again at the earliest possible date following the request of either of the Investors. In the event the that the S-3 Registration Statement is not declared effective by the SEC within one hundred twenty (120) days of the Effective Date, as relief for the damages to the Holders by reason of any such delay in or reduction of their ability to sell any of their Registrable Securities (which remedy shall not be required exclusive of any other remedies available at law and in equity), the Company shall pay to file any such the Holders on a pro rata basis relative to the number of Registrable Securities held by each Holder an aggregate amount in cash equal to fifty thousand dollars ($50,000) and an additional fifty thousand dollars ($50,000) for each of the following full months that elapse thereafter during which the S-3 Registration Statement declared is not declared effective by the SEC, provided that in no event shall all such payments pursuant to this paragraph exceed two hundred fifty thousand dollars (i) if $250,000). Such payment shall be paid on the reasonably anticipated aggregate price to the public last day of the offering would not exceed $1,000,000 or (ii) if within 30 days of any request to register Registrable Securities calendar month after which such payment is incurred. The Company shall pay all expenses incurred in connection with the registrations required pursuant to this Section 2.1(b2.2, including without limitation all filing, registration and qualification, printers' and accounting fees and the reasonable fees and disbursements of one (1) counsel for each Asia Pacific, Vertex and any other selling Holders (not to exceed $15,000), which may be counsel for the Issuer furnishes to Company, and counsel for the requesting Holder or Holders a certificate signed by the President of the Issuer stating that the Issuer has a good faith intent to engage in a firmly underwritten public offering within 90 days of such request, such right to delay a request to be exercised by the Issuer not more than once in any twelve-month period. No requested registration under this Section 2.l(b) shall constitute a “demand” registration for purposes of Section 2.1(aCompany (but excluding underwriters' discounts and commissions). So long as Each Holder participating in the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer shall not be required to effect a registration pursuant to this Section 2.l(b2.2 shall bear such Holder's proportionate share (based on the number of shares sold by such Holder over the total number of shares included in such registration at the time it goes effective) on more than two (2) occasions during any 12-month periodof all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering.

Form S-3 Registration. If at any time As soon as reasonably practicable after the Issuer is eligible date hereof (currently anticipated to be approximately 45 days), the Company shall file a with the SEC one or more Registration Statement under the Securities Act Statements on Form S-3 (or any successor short form registration statement), a Holder or Holders of other similar form) covering the Senior Preferred Registrable Securities shall have the right to make written requests that the Issuer effect a registration under the Securities Act on Form S-3 of all or part continuous sale of the Registrable Securities of the Holder making such request, which requests shall specify the intended method of disposition thereof by such Holder, including whether (i) the registration requested is for an underwritten offering and (ii) the Registration Statement covering such Registrable Securities shall provide for the sale by the Holder thereof of the Registrable Securities from time pursuant to time on a delayed or a continuous basis under Rule 415 under the Securities ActAct or any successor thereto (each, a “Shelf Registration Statement”), in the manner specified therein. The Issuer Company shall use all reasonable efforts to cause each Shelf Registration Statement to be declared effective by the SEC as soon as reasonably practicable after its filing with the SEC, and to remain effective until the earlier of (x) such time as all of the Registrable Securities are sold pursuant to such Shelf Registration Statement or (y) each Holder is able to sell within any 90-day period all Registrable Securities owned by such Holder pursuant to SEC Rules as then in effect, including Rule 144 und er the Securities Act, or any successor thereto (“SEC Rule 144”) (the “Effective Period”); provided that in the event that Company determines in good faith that, because it has under consideration a significant (as defined under Regulation S-X of the SEC) acquisition or disposition or other material transaction or corporate event that has not been publicly disclosed or that it is in the process of preparing for filing with the SEC a Current Report on Form 8-K or other form, a Shelf Registration Statement may contain a material misstatement or omission, Parent may cause such Shelf Registration Statement to not be used during the period in question. The Company agrees it will use its best efforts to ensure that such deferral will be for the shortest period of time reasonably required to file any such Registration Statement (i) if not exceeding, in the reasonably anticipated aggregate price to the public of the offering would not exceed $1,000,000 or (ii) if within 30 days of any request to register Registrable Securities pursuant to this Section 2.1(b)aggregate, the Issuer furnishes to the requesting Holder or Holders a certificate signed by the President of the Issuer stating that the Issuer has a good faith intent to engage in a firmly underwritten public offering within 90 days of such request, such right to delay a request to be exercised by the Issuer not more than once in any twelve-month period. No requested registration under this Section 2.l(b) shall constitute a “demand” registration for purposes of Section 2.1(a). So long as the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer shall not be required to effect a registration pursuant to this Section 2.l(b) on more than two (2) occasions during any 12-month period.

Form S-3 Registration. If at 6.1 REQUEST FOR A FORM S-3 REGISTRATION. At any time after the Issuer is eligible to file a date hereof that the Shelf Registration Statement is not effective, in the event that the Company shall receive from one or more Investors (the "S-3 INITIATING HOLDERS") a written request that the Company register, under the Securities Act on Form S-3 (or any successor short form registration statementthen in effect) (an "S-3 REGISTRATION"), all or a Holder or Holders portion of the Senior Preferred Registrable Securities owned by such S-3 Initiating Holders, the Company shall give written notice of such request to all of the Designated Holders (other than the S-3 Initiating Holders who have requested an S-3 Registration under this Section 6.1) as far in advance as practicable (but not less than ten (10) Business Days) before the right anticipated filing date of such Form S-3, and such notice shall describe the proposed registration and offer such Designated Holders the opportunity to make register the number of Registrable Securities as each such Designated Holder may request in writing to the Company, given within ten (10) days after their receipt from the Company of the written requests that notice of such registration. If requested by the Issuer effect S-3 Initiating Holders such S-3 Registration shall be for an offering on a registration continuous basis pursuant to Rule 415, under the Securities Act on Form Act. With respect to each S-3 of all or part of Registration, the Company shall, subject to Section 6.2, (i) include in such offering the Registrable Securities of the Holder making S-3 Initiating Holders and the Designated Holders who have requested in writing to participate in such request, which requests shall specify registration on the intended method same terms and conditions as the Registrable Securities of disposition thereof by such Holder, including whether (i) the registration requested is for an underwritten offering S-3 Initiating Holders included therein and (ii) the Registration Statement covering use its reasonable best efforts to cause such Registrable Securities shall provide for the sale by the Holder thereof of the Registrable Securities from time registration pursuant to time on this Section 6.1 to become and remain effective as soon as practicable, but in any event not later than forty-five (45) days after it receives a delayed or a continuous basis under Rule 415 under the Securities Actrequest therefor. The Issuer shall not be required Company's obligations in this Article VI with respect to file any such each requested S-3 Registration Statement are subject to the conditions that (i) if the reasonably anticipated aggregate price to the public of the offering would not Registrable Securities requested for inclusion in such S-3 Registration shall equal or exceed $1,000,000 or and (ii) if within 30 days of any request the Company is a registrant entitled to use Form S-3 or a successor thereto to register Registrable Securities pursuant to this Section 2.1(b), the Issuer furnishes to the requesting Holder or Holders a certificate signed by the President of the Issuer stating that the Issuer has a good faith intent to engage in a firmly underwritten public offering within 90 days of such request, such right to delay a request to be exercised by the Issuer not more than once in any twelve-month period. No requested registration under this Section 2.l(b) shall constitute a “demand” registration for purposes of Section 2.1(a). So long as the provisions and requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer shall not be required to effect a registration pursuant to this Section 2.l(b) on more than two (2) occasions during any 12-month periodsecurities.