Common use of Piggy-Back Registration Rights Clause in Contracts

Piggy-Back Registration Rights. If, at any time on or prior to the first anniversary of the Expiration Time, the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing shareholders or employees of the Company), then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinion.

Piggy-Back Registration Rights. If, If at any time on or prior to commencing after January 1, 2001 until the first anniversary expiration of the Expiration TimeOption (the "Registration Period"), vFinance.com, Inc. (the "Company") proposes to register any of securxxxxx xxxxx the Securities Act (other than registration of a stock option, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or dividend investment plan, a registration of stock proposed to be issued in exchange for securities or assets of, or in connection with the merger or consolidation with, another person or entity , or a registration of stock proposed to be issued in exchange for securities of such other person or entity), the Company shall give prompt written notice thereof to the Holder and, upon the written request made within ten (or any successor 10) days after the Holder and, upon receipt of such notice, the Company, by merger or otherwise) proposes Company shall use its best efforts to file a effect as part of such registration statement the registration under the Securities Act with respect to an offering by of that number of the Option shares ("Option Shares") which the Holder requests the Company or any other party of any class of equity security similar to any Registerable Securities (other than register, provided that if the registration relates to a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offerfirm commitment, a business combination transaction or an offering of securities solely to underwritten public offering, the existing shareholders or employees managing underwriter of the Company)'s public offering, then the Company, on each such occasionif any, shall give written notice (each, a “Company Piggy-Back Notice”) be of the opinion that the inclusion in such registration of such proposed filing to number of Option Shares will not interfere with the successful marketing of all of the Rightsholders owning Registerable Securities at least twenty days before Company's securities being registered. If the anticipated filing date managing underwriter, if any, reasonably requests the Holder to reduce in whole or in part the number of Option Shares sought or be registered by the Holder, the Holder shall comply with the request of the managing underwriter. In any underwritten offering, the Holder shall sell the Option Shares registered as part of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion underwriters of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as apply to the Company. In connection with any similar securities registration pursuant to this Section (a), the Holder shall provide the Company with such information regarding the Holder and the distribution of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, Option Shares as the Company and any other person intend the managing underwriter shall reasonably request for use in the registration statement relating to include in such offering is such as to materially and adversely affect the success of such offering. The Company shall pay all costs and expenses of the Holder. The Company shall not be obliged to effect registration under the Securities Act pursuant to this Section (a) on more than one occasion; PROVIDED, then HOWEVER, that this limitation shall not apply if the amount number of securities shares requested to be offered for registered by the accounts of such Rightsholders and persons other than the Company Holder shall be eliminated or have been reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) pursuant to the extent necessary to reduce second sentence of this Section (a) unless and until the total amount occurrence of securities an occasion on which the shares requested by the Holder to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionregistered have not been so reduced.

Piggy-Back Registration Rights. If, If at any time on or prior to the first anniversary of the Expiration Timehereafter, the Company (shall prepare and file one or any successor more registration statements under the 1933 Act, with respect to a public offering of equity or debt securities of the Company, or of any such securities of the Company held by merger its security holders, other than registration statements on forms S-4 or otherwise) proposes to file a S-8 (or their successor forms), the Company will include in any such registration statement under such information as is required, and such number of Registrable Securities held by the Participating Holders thereof as may be requested by them, to permit a public offering of the Registrable Securities Act with respect so requested; provided, however, that in the case of an underwritten offering, if, in the written opinion of the Company's or, if pursuant to an offering a demand registration by selling security holders, such selling holder's, managing underwriter for such offering, the inclusion of the Registrable Securities requested to be registered, when added to the securities being registered by the Company or any other party of any class of equity selling security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offerholder(s), a business combination transaction or an offering of securities solely to would exceed the existing shareholders or employees maximum amount of the Company)'s securities that can be marketed without otherwise materially and adversely affecting the entire offering, then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of managing underwriter may exclude from such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any offering that portion of the Registerable Registrable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts requested to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i)be so registered, if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices so that the total amount and kind number of securities which theyto be registered is within the maximum number of shares that, in the Company and any other person intend to include in such offering is such as to opinion of the managing underwriter, may be marketed without otherwise materially and adversely affect the success entire offering, provided that at least a pro rata amount of the securities that otherwise were proposed to be registered for other stockholders (but not the Company and other than with respect to securities registered pursuant to demand registration rights if such securities are otherwise included in the underwriting) is also excluded. In the event of such offeringa proposed registration, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata furnish the then registered holders of Registrable Securities with not less than twenty (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights20) days' written notice prior to the extent necessary to reduce the total amount proposed date of securities filing of such registration statement. Such notice shall continue to be included in given by the Company to registered holders of Registrable Securities, with respect to subsequent registration statements filed by the Purchaser, until such offering time as all of the Registrable Securities have been registered or may be sold without registration under the Act or applicable state securities laws and regulations, and without limitation as to volume pursuant to Rule 144 of the 1933 Act. The holders of Registrable Securities shall exercise the rights provided for herein by giving written notice to the amount recommended by such managing underwriter(sCompany, within fifteen (15) in days of receipt of the managing underwriter’s written opinionCompany's notice of its intention to file a registration statement. In the event the offering involves an underwritten offering, the Participating Holders shall also execute, and be a party to, the underwriting agreement of the Company or other selling security holders.

Piggy-Back Registration Rights. IfFrom and after the Signing Closing Date and until eighteen (18) months after the Signing Closing Date, if the Company contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement covering any of its securities, the Company shall at each such time give prompt written notice to Investments and Buyer of its intention to do so and of the registration rights granted under this Agreement. Upon the written request of Buyer made within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Buyer and the intended method of disposition thereof), the Company shall, at its sole cost and expense, use its best efforts to effect the registration of all Registrable Securities which the Company has been so requested to register Buyer, to the extent requisite to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities by Buyer, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Company proposes to register; provided, that if the Company is unable to register the full amount of Registrable Securities in an “at the market offering” under SEC rules and regulations due to the high percentage of the Company’s Common Stock the Registrable Securities represents (giving effect to all other securities being registered in the Registration Statement), then the Company may reduce, on a pro rata basis, the amount of Registrable Securities subject to the Registration Statement to a lesser amount which equals the maximum number of Registrable Securities that the Company is permitted to register in an “at the market offering”; and provided, further, that if, at any time on or after giving written notice of its intention to register any Registrable Securities and prior to the first anniversary effective date of the Expiration TimeRegistration Statement filed in connection with such registration, the Company (shall determine for any reason either not to register or any successor to delay registration of the Companysuch Registrable Securities, by merger or otherwise) proposes to file a registration statement under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offermay, a business combination transaction or an offering of securities solely to the existing shareholders or employees of the Company)at its election, then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing determination to all of Investments and/or the Rightsholders owning Registerable Securities at least twenty days before Buyer and, thereupon, (i) in the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving case of a Company Piggy-Back Noticedetermination not to register, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata relieved of its obligation to register any Registrable Securities in connection with such registration (based on but not from its obligation to pay the amount expenses of securities owned by such Rightsholders registration in connection therewith), and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s(ii) in the managing underwriter’s written opinioncase of a determination to delay registering such Registrable Securities, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. If Buyer shall have transferred all or part of its Registrable Securities, then for purposes of this Section, the term “Buyer” shall reference Buyer and/or such transferee(s).

Piggy-Back Registration Rights. If, at any time on or prior to the first anniversary of the Expiration Time, the Company (or any successor of the Company, by merger or otherwisea) If Purchaser proposes to file a registration statement under the Securities Act with respect to an offering by Purchaser for its own account or for the Company or account of any other party person of any class of equity security, including any security similar to convertible into or exchangeable for any Registerable Securities equity security (other than a registration statement on Form S-4 or S-8 (or any successor form form) or a registration statement filed solely in connection with an exchange offer, a business combination transaction offer or an offering of securities solely to the Purchaser's existing shareholders or employees of the Companystockholders), then the Company, on Purchaser shall in each such occasion, shall case give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all the holders of the Rightsholders owning Registerable Securities Host Funding Stock at least twenty (20) days before the anticipated filing date of such registration statementdate, and such Company Piggy-Back Notice also notice shall be required to offer to such Rightsholders holders the opportunity to register such aggregate number of Registerable Securities shares of Host Funding Stock as each such Rightsholder holder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of request (a Company "Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statementRegistration"). The Company Purchaser shall use commercially best efforts reasonable diligence to cause the managing underwriter(s) underwriter or underwriters of a proposed underwritten offering to permit the inclusion holders of Host Funding Stock requested to be included in the Registerable Securities which were the subject of all Holder Notices registration for such offering to include such securities in such underwritten offering on the same terms and conditions as any similar securities of the Company Purchaser included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i)foregoing, if the managing underwriter(s) underwriter or underwriters of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders holders of Registerable Securities which were the subject of all Holder Notices Host Funding Stock that the total amount and kind of securities which they, the Company they or Purchaser and any other person persons intend to include in such offering is such as sufficiently large to materially and adversely affect the success of such offering, then the amount of securities Host Funding Stock to be offered for the accounts of such Rightsholders and persons other than the Company holders of Host Funding Stock shall be eliminated or reduced pro rata (based on reduced, in the amount sole opinion of securities owned by such Rightsholders and other persons which carry registration rights) the managing underwriter, to the extent necessary to reduce the a total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) underwriter; PROVIDED, that the reduction imposed upon holders of Host Funding Stock will not be greater, on a fractional basis, than the reduction imposed upon other persons whose piggy-back registration rights are PARI PASSU with those granted hereby with respect to the amount of securities requested for inclusion in the managing underwriter’s written opinionsuch registration.

Piggy-Back Registration Rights. If(a) For a period of twelve (12) months following the Closing Date, the Company shall notify the Subscriber in writing at any time on or least twenty (20) days prior to the first anniversary filing of any registration statement under Securities Act, in connection with a public offering of shares of the Expiration TimeCompany’s common stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the resale of the Securities) and will afford the Subscriber an opportunity to include in such registration statement all or part of the Securities held by the Subscriber. In the event the Subscriber desires to include in any such registration statement all or any part of the Securities held by the Subscriber, the Subscriber shall within ten (10) days after the above-described notice from the Company, by merger or otherwise) proposes to file a registration statement under the Securities Act with respect to an offering by so notify the Company or any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offerwriting, a business combination transaction or an offering of securities solely to including the existing shareholders or employees of the Company), then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) number of such proposed filing Securities that the Subscriber wishes to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders include in such registration statement. The If the Subscriber decides not to include all of its Securities and in any registration statement thereafter filed by the Company, the Subscriber shall nevertheless continue to have the right to include any Securities in any subsequent registration statement or registration statements as may be filed by the Company shall use commercially best efforts with respect to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were securities, all upon the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionset forth herein.

Piggy-Back Registration Rights. IfIn addition, if at any time on or prior to during the first anniversary two years from the date of the Expiration Time, this Agreement the Company (shall prepare and file one or any successor of the Company, by merger or otherwise) proposes to file a more registration statement statements under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on in Form S-4 (or with regard to any transaction contemplated by Rule 145 promulgated under the Securities Act) or Form S-8 or any successor form or of limited purpose and other than a post-effective amendment to any such registration statement filed solely in connection statement), with an exchange offer, respect to a business combination transaction or an public offering of equity or debt securities solely to the existing shareholders or employees of the Company, or of any such securities of the Company held by its security holders, the Company will include in any such registration statement such information as is required, and such number of shares of Common Stock purchased hereunder and Conversion Shares (collectively, the "Registrable Securities") held by the Purchasers thereof or their respective designees or transferees as may be requested by them (the "Holders"), to permit a public offering of the Registrable Securities so requested; PROVIDED, HOWEVER, that if, in the written opinion of the Company's managing underwriter, if any, for such offering, the inclusion of the Registrable Securities requested to be registered, when added to the securities being registered by the Company or the selling security holder(s), would exceed the maximum amount of the Company's securities that can be marketed without otherwise materially and adversely affecting the entire offering, then the CompanyCompany may exclude from such offering all or that portion of the Registrable Securities requested to be so registered, on each so that the total number of securities to be registered is within the maximum number of shares that, in the opinion of the managing underwriter, may be marketed without otherwise materially and adversely affecting the offering, provided that at least a pro rata amount of the securities that otherwise were requested to be registered for other stockholders is also excluded. In the event of such occasiona requested registration, the Company shall give furnish the then Purchasers of the Registrable Securities with not less than 20 days' written notice (each, a “Company Piggy-Back Notice”) prior to the proposed date of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also . Further notice shall be required given by the Company to offer Holders, with respect to subsequent registration statements or post-effective amendments filed by the Company, at such Rightsholders time as all of the opportunity Registrable Securities have been registered or may be sold without registration under the Securities Act or applicable state securities laws and regulations pursuant to register such aggregate number Rule 144 of Registerable the Securities as each such Rightsholder may requestAct. Each such Rightsholder The holders of the Registrable Securities shall have exercise the right, exercisable rights provided for the fifteen days immediately following the in this Section 8 by giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion within ten days of all or any portion receipt of the Registerable Securities Company's notice of its intention to file a registration statement. Notwithstanding anything contained herein to the contrary, the Company may delay the effectiveness of such Rightsholders in registration statement or withdraw such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i); PROVIDED, if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which theyHOWEVER, the Company and any other person intend to include in such offering is such as to materially and adversely affect will provide the success Holders with notice of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated delay or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionwithdrawal.

Piggy-Back Registration Rights. If, (a) If at any time on or prior a Demand Registration Statement is not in effect with respect to all Registerable Securities and the first anniversary of the Expiration Time, the Company (or any successor of the Company, by merger or otherwise) Issuer proposes to file a registration statement under the Securities Act with respect to an offering by the Company Issuer for its own account or for the account of any other party of its security holders of any class of its Common Stock in a firmly underwritten public equity security similar to any Registerable Securities offering (other than (i) a registration statement on Form S-4 or S-8 (or any successor substitute form that may be adopted by the SEC) or (ii) a registration statement filed solely in connection with an exchange offer, a business combination transaction offer or an offering of securities solely to the Issuer's existing shareholders or employees of the Companysecurity holders), then the Company, on each such occasion, Issuer shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty Purchaser as soon as practicable (but in no event fewer than 30 days before the anticipated filing date of such registration statementdate), and such Company Piggy-Back Notice also notice shall be required to offer to such Rightsholders Purchaser the opportunity to register such aggregate number of Registerable Securities as each Purchaser may request in writing within 15 days after receipt of such Rightsholder may request. Each such Rightsholder written notice from the Issuer (which request shall have specify the right, exercisable for the fifteen days immediately following the giving shares intended to be disposed of by Purchaser) (a Company "Piggy-Back Notice, Registration"). The Issuer shall use its best efforts to request, keep such Piggy-Back Registration continuously effective under the Securities Act until at least the earlier of (A) the 90th day after the effective date thereof or (B) the consummation of the distribution by written notice (each, a “Holder Notice”) to the Company, the inclusion holders of all or any portion of the Registerable Securities of such Rightsholders in such registration statementsecurities covered thereby. The Company Issuer shall use commercially its best efforts to cause the managing underwriter(s) underwriter or underwriters, if any, of a such proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices requested by Purchaser to be included in such underwritten offering a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company Issuer or any other security holder included thereintherein and to permit the sale or other disposition of such Registerable Securities in accordance with the intended method of distribution thereof. Notwithstanding anything Purchaser shall have the right to withdraw its request for inclusion of its Registerable Securities in any Registration Statement pursuant to this Section 6.2 by giving written notice to the contrary contained in this subparagraph 10(b)(i), if Issuer of its request to withdraw. The Issuer may withdraw the managing underwriter(s) of such underwritten proposed offering or any proposed underwritten offering delivers and/or a written opinion Piggy-Back Registration (subject to the Rightsholders of Registerable Securities which were Issuer's obligation to use its best efforts to permit such Piggy-Back Registration set forth in the subject of all Holder Notices second immediately preceding sentence) at any time prior to the time it becomes effective or the Issuer may elect to delay the registration; provided, however, that the total amount Issuer shall give prompt written notice thereof to Purchaser. No registration effected under this Section 6.2, and kind no failure to effect a registration under this Section 6.2, shall relieve the Issuer of its obligation to effect a registration upon the request of Purchaser pursuant to Section 6.1 hereof, and no failure to effect a registration under this Section 6.2 and to complete the sale of securities which they, registered thereunder in connection therewith shall relieve the Company and Issuer of any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionobligation under this Agreement.

Piggy-Back Registration Rights. IfFrom and after the Signing Closing Date and until eighteen (18) months after the Signing Closing Date, if the Company contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement covering any of its securities, the Company shall at each such time give prompt written notice to Investments and Buyer of its intention to do so and of the registration rights granted under this Agreement. Upon the written request of Investments and/or Buyer made within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Investments and/or Buyer and the intended method of disposition thereof), the Company shall, at its sole cost and expense, use its best efforts to effect the registration of all Registrable Securities which the Company has been so requested to register by Investments and/or Buyer, to the extent requisite to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities by Investments and/or Buyer, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Company proposes to register; provided, that if the Company is unable to register the full amount of Registrable Securities in an “at the market offering” under SEC rules and regulations due to the high percentage of the Company’s Common Stock the Registrable Securities represents (giving effect to all other securities being registered in the Registration Statement), then the Company may reduce, on a pro rata basis, the amount of Registrable Securities subject to the Registration Statement to a lesser amount which equals the maximum number of Registrable Securities that the Company is permitted to register in an “at the market offering”; and provided, further, that if, at any time on or after giving written notice of its intention to register any Registrable Securities and prior to the first anniversary effective date of the Expiration TimeRegistration Statement filed in connection with such registration, the Company (shall determine for any reason either not to register or any successor to delay registration of the Companysuch Registrable Securities, by merger or otherwise) proposes to file a registration statement under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offermay, a business combination transaction or an offering of securities solely to the existing shareholders or employees of the Company)at its election, then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing determination to all of Investments and/or the Rightsholders owning Registerable Securities at least twenty days before Buyer and, thereupon, (i) in the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving case of a Company Piggy-Back Noticedetermination not to register, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata relieved of its obligation to register any Registrable Securities in connection with such registration (based on but not from its obligation to pay the amount expenses of securities owned by such Rightsholders registration in connection therewith), and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s(ii) in the managing underwriter’s written opinioncase of a determination to delay registering such Registrable Securities, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. If Buyer shall have transferred all or part of its Registrable Securities, then for purposes of this Section, the term “Buyer” shall reference Buyer and/or such transferee(s).

Piggy-Back Registration Rights. If, If at any time on or prior to when there is not an effective registration statement covering the first anniversary of the Expiration TimeWarrant Shares, the Company (or any successor of shall determine to prepare and file with the Company, by merger or otherwise) proposes to file Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act with respect to an offering by the Company or any other party of any class of its equity security similar to any Registerable Securities (securities, other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or any successor form or a registration statement filed their then equivalents relating to equity securities to be issued solely in connection with an exchange offerany acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, a business combination transaction or an offering of securities solely the Company shall send to the existing shareholders or employees Holder of this Warrant written notice of such determination and, if within fifteen (15) days after receipt of such notice, any such holder shall so request in writing, (which request shall specify the Warrant Shares intended to be registered on behalf of the CompanyHolder), then the CompanyCompany will cause the registration under the Securities Act of all Warrant Shares which the Company has been so requested to register by the Holder, on each to the extent requisite to permit the disposition of the Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such occasionregistration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing determination to all the Holder and, thereupon, (i) in the case of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration statementregistration, and such Company Piggy-Back Notice also (ii) in the case of a determination to delay registering, shall be required permitted to offer delay registering any Warrant Shares being registered pursuant to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable this Section for the fifteen days immediately following same period as the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of delay in registering such Rightsholders in such registration statementother securities. The Company shall use commercially best efforts include in such registration statement all or any part of such Warrant Shares the Holder requests to cause be registered; provided, however, that the managing underwriter(sCompany shall not be required to register any Warrant Shares pursuant to this Section that are eligible for sale pursuant to Rule 144(k) of a proposed the Securities Act. In the case of an underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i)public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such registration statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which theyWarrant Shares, the Company and any other person intend to include in such offering is such as to would materially and adversely affect the success offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of such offeringfewer or none of the Warrant Shares of the Holders, then the amount number of securities to Warrant Shares of the Holder included in such registration statement may be offered for the accounts of such Rightsholders and persons other than reduced if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or none of the Warrant Shares shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to registration statement, if the amount recommended by such managing Company after consultation with the underwriter(s) in recommends the managing underwriter’s written opinioninclusion of none of such Warrant Shares.

Piggy-Back Registration Rights. If, If at any time on or prior to the first anniversary of the Expiration Time, the Company (or any successor of shall determine to prepare and file with the Company, by merger or otherwise) proposes to file SEC a registration statement under the Securities Act with respect Registration Statement relating to an offering by for its own account or the Company or any other party account of others under the 1933 Act of any class of its equity security similar to any Registerable Securities (securities, other than a registration statement on Form S-4 or Form S-8 or any successor form or a registration statement filed their then equivalents relating to equity securities to be issued solely in connection with an exchange offerany acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, a business combination transaction or an offering of securities solely the Company shall send to the existing shareholders or employees of the Company), then the Company, on each such occasion, shall give Investor written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty determination and, if within ten (10) days before the anticipated filing date after receipt of such registration statementnotice, and such Company Piggy-Back Notice also Investor shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Companyso request in writing, the inclusion of Company shall include in such Registration Statement all or any portion part of the Registerable Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of such Rightsholders in such registration statement. The the Company shall use commercially best efforts to cause the managing underwriter(s) thereof shall impose a limitation on the number of a proposed underwritten offering to permit shares of Common Stock which may be included in the inclusion of the Registerable Securities which were the subject of all Holder Notices Registration Statement because, in such underwritten offering on the same terms and conditions as any similar securities of underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend shall be obligated to include in such offering is Registration Statement only such as limited portion of the Registrable Securities with respect to materially and adversely affect which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the success Investors seeking to include Registrable Securities, in proportion to the number of such offering, then the amount of securities Registrable Securities sought to be offered for the accounts included by such Investors; provided, however, that any exclusion of such Rightsholders and persons other than the Company Registrable Securities shall be eliminated or reduced made pro rata (with holders of other securities having the right to include such securities in the Registration Statement, based on the amount number of securities owned by such Rightsholders and other persons for which carry registration rights) is requested except to the extent necessary to reduce such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the total amount Company with the holder of such other securities to be included in such offering prior to the amount recommended date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. Notwithstanding anything in this Agreement to the contrary, the registration rights contemplated by this Section 7 shall expire automatically at such managing underwriter(s) in time as the managing underwriter’s written opinionRegistrable Securities become eligible for resale under applicable federal and state securities laws without restriction.

Piggy-Back Registration Rights. If, at The Company covenants and agrees with the Holders and any time on or prior to the first anniversary subsequent Holders of the Expiration Time, Warrants and/or Warrant Shares that in the event the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than in connection with a Rule 145 transaction an exchange offer, a non-cash offer or a registration statement on Form S-4 or S-8 or any successor form or a other registration statement filed solely in connection with an exchange offer, a business combination transaction form that does not permit secondary sales) which becomes or an offering of securities solely to which the existing shareholders or employees of Company believes will become effective at any time after the Company)Initiation Date, then the Company, on Company shall in each such occasion, shall case give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all the Holders of the Rightsholders owning Registerable Securities Warrants and Warrant Shares at least twenty 30 days before the anticipated proposed filing date of such registration statement, and such Company Piggy-Back Notice also notice shall be required to offer to such Rightsholders Holders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders include in such registration statementstatement such number of Warrant Shares as they may request. The Company shall use commercially best efforts not be required to honor any such request to register any such Warrant Shares (i) if the request is received later than six (6) years from the Effective Date, or (ii) if the Company is not notified in writing of any such request pursuant to this Section 15.2 within at least 20 days after the Company has given notice to the Holders of the filing. The Company shall permit, or shall cause the managing underwriter(s) underwriter of a proposed underwritten offering to permit permit, the inclusion Holders of Warrant Shares requested to be included in the Registerable Securities which were registration (the subject of all Holder Notices "Piggy-back Shares") to include such Piggy-back Shares in such underwritten the proposed offering on the same terms and conditions as any similar applicable to securities of the Company included therein or as applicable to securities of any person other than the Company and the Holders of Piggy-back Shares if the securities of any such person are included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i)foregoing, if the any such managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, underwriter shall advise the Company and any other person intend in writing that it believes marketing factors require a limitation on the number of shares to include be underwritten in such offering is such as to materially and adversely affect the success of such proposed offering, then the amount of securities to be offered for the accounts Holders of such Rightsholders Piggy-back Shares shall delay their offering and persons sale of Piggy-back Shares (or the portion thereof so designated by such managing underwriter) for such period, not to exceed 180 days, as the managing underwriter shall request. In any circumstance in which all of the Warrant Shares and other than shares of Common Stock of the Company shall be eliminated (including shares of Common Stock issued or reduced pro rata issuable upon exercise of warrants or conversion of any subordinated note of the Company) with registration rights (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights"Other Shares") to the extent necessary to reduce the total amount of securities requested to be included in such offering to a registration on behalf of the amount recommended Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of Warrant Shares and Other Shares that may be so included, the number of shares of Warrant Shares and Other Shares that may be so included shall be allocated among the Holders and other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Warrant Shares and Other Shares that would be held by such managing underwriter(s) in Holders and other selling stockholders, assuming exercise or conversion; provided, however, so that such allocation shall not operate to reduce the managing underwriter’s written opinion.aggregate number of Warrant Shares and Other Shares to be

Piggy-Back Registration Rights. IfUntil the shares of Common Stock underlying the Warrant are eligible for resale under Rule 144 of the Securities Act of 1933, as amended, if the Company at any time proposes to register under the Act any of its securities (other than in connection with a tender offer, merger, or other acquisition, or a registration on Form S-4 or prior S-8, or any successor form thereto) for sale for its own account, it will at such time give prompt written notice to the first anniversary Holder of its intention to do so. Upon the written request of the Expiration TimeHolder made within five (5) days after the date of any such notice, the Company (will use its reasonably diligent efforts to effect the registration under the Act of all shares of Common Stock which the Company has been so requested to register by the Holder, to the extent required to permit the disposition of the shares of Common Stock to be so registered; PROVIDED HOWEVER, that the Company may at any time withdraw or cease proceeding with any successor such registration, if it shall at the same time withdraw or cease proceeding with the registration of all other securities originally proposed to be registered. If a registration pursuant to this Section involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, by merger or otherwise) proposes to file a registration statement under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing shareholders or employees of the Company), then the Companybe distributed, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to requestfirm commitment basis, by written notice or through one or more underwriters; and (each, a “Holder Notice”ii) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) underwriter of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, shall inform the Company and the Holder by letter of its belief that the number of securities, if any, requested to be included for the account of the Holder (and any other person intend to include participating securities holders of the Company) in such offering is registration exceeds the number which can be sold in (or during the time of) such as to materially and offering, or that the inclusion would in the underwriter's judgment adversely affect the success marketing of the securities to be sold by the Company, and the Holder and such offeringother holders of securities, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount number of securities to be included in the offering (except for shares to be issued by the Company in an offering initiated by the Company) shall be reduced to the required level with the participation in such offering to be pro rata among Holder and other holders based upon the amount recommended by number of shares of securities each such managing underwriter(s) Holder or other holders requested to be included in the managing underwriter’s written opinionsuch registration.

Piggy-Back Registration Rights. IfIf the Company, at any time on or prior -------------------------------- to the first anniversary of the Expiration TimeDate, the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement register (the "Registration") any of its securities under the Securities Act of 1933 (the "Securities Act") (except registrations by way of Commission Forms S-4 or S-8, or any successor thereto, or to qualify such securities under the securities laws of any state or register its securities in connection with respect to an offering by any warrant, option or employee benefit plan), the Company or any other party shall give prompt written notice thereof to the Holder and, if the Holder shall so request in writing within 20 days after receipt of any class such notice, the Company shall exercise all reasonable efforts to include among securities which it then endeavors to make the subject of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement to be filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely under the Securities Act all shares the Holder so requests to be registered thereunder (the existing shareholders or employees of the Company), then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”"DESIGNATED SHARES") of such proposed filing and to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially its best efforts to cause the managing underwriter(s) of a proposed underwritten offering all such registrations to permit the inclusion of the Registerable Securities which were the subject of be effected and to be kept effective until all Holder Notices sales or distributions contemplated in such underwritten offering on the same terms and conditions as any similar securities of connection therewith are completed; provided that the Company included thereinshall not be obligated to keep such registration in effect for more than nine months from the effective date thereof. Notwithstanding anything If the Company thereafter determines for any reason in its sole discretion not to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) register or to delay registration of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which theyits securities, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success may, at its election, give written notice of such offeringdetermination to the Holder and shall be relieved of any obligation to register any Designated Shares in connection with such registration or in case of a determination to delay registration, then shall be permitted to delay in registration of the amount Designated Shares. All costs and expenses incident to the Company's registration of the Designated Shares under the Securities Act, including, without limitation, all registration and filing fees, fees and expenses of compliance with securities to be offered or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the accounts of such Rightsholders Company and persons other than the Company shall be eliminated or reduced pro rata all independent certified public accountants, underwriters (based on the amount of securities owned by such Rightsholders excluding discounts and commissions) and other persons which carry registration rights) retained by the Company, shall, to the extent necessary to reduce permitted by applicable federal and state securities laws, rules and regulations, be borne by the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionCompany.

Piggy-Back Registration Rights. If, If at any time on or prior to after the first anniversary of the Expiration Timedate hereof, the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others of any of its equity securities, other than on Form S-4 or Form S-8 (or any successor of the Company, by merger or otherwise) proposes to file a registration statement each as promulgated under the Securities Act Act), or their then equivalents, relating to equity securities to be issued solely in connection with respect any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send a written notice of such determination to each Purchaser and, if within ten calendar days after the date of delivery of such notice, any such Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Underlying Shares as the Purchaser requests to be registered so long as such Underlying Shares are proposed to be disposed in the same manner as those securities set forth in the Registration Statement; provided, however, if the offering is an underwritten offering and was initiated by the Company or any other party at the request of a shareholder, and if the managing underwriters advise the Company that the inclusion of Underlying Shares requested to be included in the Registration Statement would cause an adverse effect on the success of any class of equity security similar to any Registerable Securities such offering, based on market conditions or otherwise (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing shareholders or employees of the Company"Adverse Effect"), then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer include in such Registration Statement, to the extent of the amount of securities that the managing underwriters advise may be sold without causing such Rightsholders Adverse Effect, (a) first, the opportunity securities of the Company and (b) second, the shares, including the Underlying Shares, of all shareholders, on a pro rata basis, requesting registration and whose shares the Company is obligated by contract to register such aggregate number include in the Registration Statement; provided, further, however, to the extent that all of Registerable Securities as each such Rightsholder may request. Each such Rightsholder the Underlying Shares are not included in the initial Registration Statement, the Purchaser shall have the rightright to request the inclusion of its Underlying Shares in subsequent Registration Statements until all such Shares have been registered in accordance with the terms hereof and all such Underlying Shares have been registered in accordance with the terms thereof. If the offering in which the Underlying Shares is being included in a Registration Statement is a firm commitment underwritten offering, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, unless otherwise agreed by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders Purchaser shall sell its Underlying Shares in such registration statement. The Company shall use commercially best efforts offering using the same underwriters and, subject to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering provisions hereof, on the same terms and conditions as the other shares of Common Stock that are included in such underwritten offering. The Company shall use its best efforts to cause any similar securities of Registration Statement to be declared effective by the Company included thereinCommission as promptly as is possible following it being filed with the Commission and to remain effective until all Underlying Shares subject thereto have been sold. Notwithstanding anything All fees and expenses incident to the contrary contained in performance of or compliance with this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than Section 4.17 by the Company shall be eliminated borne by the Company whether or reduced pro rata not any Underlying Shares are sold pursuant to the Registration Statement. The Company shall indemnify and hold harmless the Purchaser, the officers, directors, members, partners, agents, brokers, investment advisors and employees of each of them, each person who controls the Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the officers, directors, members, shareholders, partners, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, the “Losses”), as incurred, arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included therein or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Section 4.17, except to the extent, but only to the extent, that such untrue statements or omissions referred to in (i) above are based on solely upon information regarding the amount of securities owned Purchaser furnished in writing to the Company by such Rightsholders and other persons which carry registration rights) the Purchaser expressly for use therein, or to the extent necessary to reduce the total amount of securities to be included in that such offering information relates to the amount recommended Purchaser or the Purchaser’s proposed method of distribution of Underlying Shares and was reviewed and expressly approved in writing by such managing underwriter(s) the Purchaser expressly for use in the managing underwriter’s written opinionRegistration Statement, such prospectus or such form of prospectus or in any amendment or supplement thereto. The rights of the Purchaser under this Section 4.17 shall survive until all Underlying Shares have been either registered under a Registration Statement or been sold pursuant to an exemption to the registration requirements of the Securities Act.

Piggy-Back Registration Rights. If, at any time on or prior to the first anniversary of the Expiration Time, (a) If the Company (or any successor of the Company, by merger or otherwise) proposes shall propose to file a registration statement Registration Statement under the Securities Act with respect relating to an a public offering by the Company of Common Stock or any other party of any class of equity security similar to any Registerable Securities securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction Excluded Registration) for the Company’s own account or for the account of any holder or holders of Common Stock or other securities (including an offering of securities solely Initiating Demand Stockholder) pursuant to the existing shareholders exercise of registration rights (the Person or employees of the CompanyPersons, collectively, for whose account such a Registration Statement is proposed to be filed, the “Initiating Securityholder”), then the Companyin each case, on each such occasiona registration form and in a manner that would permit the registration of Registrable Common Shares for sale to the public under the Securities Act, the Company shall (i) give written notice (eachat least 15 Business Days prior to the filing thereof to each Stockholder holding Registrable Common Shares, a “specifying the approximate date on which the Company Piggy-Back Notice”) proposes to file such Registration Statement and advising such Stockholder of such proposed filing its right to have any or all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date Registrable Common Shares of such registration statementStockholder included among the securities to be covered thereby, and (ii) at the written request of any such Stockholder given to the Company Piggy-Back Notice also shall be required within ten Business Days after written notice from the Company has been given to offer to the Stockholder, include among the securities covered by such Rightsholders Registration Statement the opportunity to register such aggregate number of Registerable Securities as each Registrable Common Shares which such Rightsholder may request. Each such Rightsholder Stockholder (a “Requesting Stockholder”) shall have the rightrequested be so included (subject, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Noticehowever, to requestreduction, by written notice (each, a “Holder Notice”) to in accordance with the Company, the inclusion applicable provisions of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included thereinSection 5). Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i)foregoing, if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers Initiating Securityholder shall be an Initiating Demand Stockholder that has delivered a written opinion request for registration pursuant to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which theySection 3(a), the Company and any other person intend to include in such offering is such as to materially and adversely affect shall provide written notice of the success proposed filing of such offeringRegistration Statement to all other Demand Stockholders and the Warrant Stockholders then eligible to registration rights pursuant to Section 3 in accordance with Section 3(a), then the amount of securities to be offered for the accounts of such Rightsholders and persons other rather than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionthis Section 4(a).

Piggy-Back Registration Rights. If, at any time on or prior to after the first anniversary date of the Expiration Timethis Agreement, (i) the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement under the Securities Act with respect to an offering of equity securities by the Company or any other party of any class of equity security similar to any Registerable Securities for its own account (other than (a) a shelf registration statement relating to primary offerings by the Company, (b) a registration statement on Form S-4 in connection with any employee share option or S-8 or any successor form or other benefit plan, (c) a registration statement filed solely in connection with for an exchange offer, a business combination transaction offer or an offering of securities solely to the Company’s existing shareholders shareholders, (d) a registration statement for an offering of debt that is convertible into equity securities of the Company or employees (e) a registration statement for a dividend reinvestment plan) or for any of the other security holders of the Company for their account (other than a Shelf Registration Statement or a Non-Shelf Demand Registration Statement) or (ii) equity securities of the Company are to be sold in an underwritten offering (whether or not for the account of the Company)) (other than pursuant a Non-Shelf Demand Registration Statement) pursuant to an Automatic Shelf Registration Statement, then the Company, on each such occasion, Company shall give (i) unless a Holder has provided written notice (eachto the Company that it does not want to receive such information, a “Company Piggy-Back Notice”) give prompt written notice of such proposed filing and/or underwritten offering to all of the Rightsholders owning Registerable Securities at least twenty days before Holders as soon as practicable but in no event less than ten (10) Business Days prior to the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number Registration Statement or anticipated date of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) pricing of such underwritten offering or any proposed underwritten offering delivers a written opinion offering, which notice shall, subject to the Rightsholders of Registerable Securities which were Holder agreeing in writing to keep such information confidential, describe the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount type of securities to be included in such offering to offering, the amount recommended by such intended method(s) of distribution, and the name of the proposed managing underwriter(s) or Agent, if any, of the offering, and (ii) offer to the Holders in such notice the opportunity to register the sale of or include in such offering, as applicable, such number of Registrable Securities as such Holders may request in writing within five (5) Business Days following receipt of such notice (a “Piggy-Back Registration”). All such Holders proposing to distribute their Registrable Securities through an underwritten offering under this Section 7 shall enter into an underwriting agreement in customary form with the underwriter selected for such underwritten offering. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Piggy-Back Registration or prior to the pricing of any such underwritten offering, the Company shall determine for any reason not to register or to delay registration of such securities or to discontinue such underwritten offering, as applicable, the Company may, at its election, give written notice of such determination to each Holder and, (x) in the managing underwriter’s written opinion.case of a determination not to register or to discontinue such offering, shall be relieved of its obligation to register any Registrable Securities in connection with such registration or undertake such offering, as

Piggy-Back Registration Rights. 1.1 If, at any time on or after the date hereof and prior to December 31, 2014 when there is not an effective registration statement covering the first anniversary of Registrable Securities pursuant to this Agreement, Parent shall determine to prepare and file with the Expiration Time, the Company (or any successor of the Company, by merger or otherwise) proposes to file Commission a registration statement relating to an offering for its own account (other than the initial registration statement relating to an offering for its own account) or the account of others under the Securities Act with respect to an offering by the Company or any other party of any class of its equity security similar to any Registerable Securities securities (other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or any successor form or a registration statement filed their then equivalents relating to equity securities to be issued solely in connection with an exchange offer, a any acquisition of any entity or business combination transaction or an offering of equity securities solely to the existing shareholders issuable in connection with stock option or employees of the Companyother employee benefit plans), then the Company, on each such occasion, Parent shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing send to all of the Rightsholders owning Registerable Holders of Registrable Securities at least written notice of such determination and, if within twenty (20) days before after receipt of such notice, or within such shorter period of time as may be specified by Parent in such written notice as may be necessary for Parent to comply with its obligations with respect to the anticipated timing of the filing date of such registration statement, a Holder shall so request in writing (which request shall specify the Registrable Securities intended to be disposed of by such Holder), Parent will cause the registration under the Securities Act of all Registrable Securities which Parent has been so requested to register by such Holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. the registration statement filed in connection with such Company Piggy-Back Notice also registration, Parent shall determine for any reason not to register or to delay registration of such securities, Parent may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 1.1 for the same period as the delay in registering such other securities. Parent shall include in such registration statement all or any part of such Registrable Securities that a Holder requests to be registered; provided, however, that Parent shall not be required to offer register any Registrable Securities pursuant to such Rightsholders the opportunity this Section 1.1 that are eligible for sale pursuant to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion Rule 144 of the Registerable Securities Act without volume limitations or restrictions. In the case of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed an underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i)public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if Parent after consultation with the managing underwriter should reasonably determine that the inclusion of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Registrable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to would materially and adversely affect the success of offering contemplated in such registration statement (including the price at which Parent proposes to sell the securities in such offering), and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of a Holder, then (x) the amount number of securities to be offered for Registrable Securities of the accounts of Holders included in such Rightsholders and persons other than the Company registration statement shall be eliminated or reduced reduced, pro rata (based on the amount number of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to Registrable Securities that each Holder has requested be included in such offering registration statement and the aggregate number of Registrable Securities that the Holders and the other holders that have received shares of Parent Common Stock in connection with the Plan (the “Other Holders”) have requested be included in such registration statement (such proportion is referred to herein as “Pro Rata”), if Parent after consultation with the amount recommended by such managing underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Holders shall be included in such registration statement, if Parent after consultation with the managing underwriter’s written opinionunderwriter(s) recommends the inclusion of none of such Registrable Securities; provided, however, that if securities are being offered for the account of other persons or entities as well as Parent, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be offered by the Holders than the fraction of similar reductions imposed on such other persons or entities (other than Parent).

Piggy-Back Registration Rights. If, If (but without any obligation to do so) the Company at any time on or prior during the two year period commencing ___________, ____ proposes to the first anniversary of the Expiration Time, register (including for this purpose a registration effected by the Company (or for security holders other than the Holder) any successor of the Company, by merger or otherwise) proposes to file a registration statement its securities under the Securities Act in connection with respect to an the public offering by the Company or any other party of any class of equity security similar to any Registerable Securities such securities solely for cash (other than a registration statement on Form S-4 or S-8 X-0, Xxxx X-0 or any successor form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, each such time, promptly give the Holder written notice of such registration. Upon the written request of the Holder given within twenty (20) days after receipt of such written notice from the Company, the Company shall, subject to the provisions of this Section 8, cause to be registered under the Securities Act all of the Registrable Securities that the Holder has requested to be registered; provided, however, that the Company shall have not such obligation if, in the good faith judgment of the Company's Board of Directors, it would be seriously detrimental to the Company and its security holders to include any Registrable Securities in the subject registration statement or offering or if the managing underwriter of the subject proposed offering objects in writing addressed to the Company to the inclusion of any Registrable Securities in the subject registration statement or offering; and provided further, however, that the Registrable Securities shall be subject to restrictions on transfer for 90 days after the effective date of the subject registration statement. The inclusion of any of the Holder's Registrable Securities in a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing shareholders or employees of the Company), then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially declared effective by the Securities and adversely affect the success of such offering, then the amount of securities Exchange Commission ("SEC") shall be deemed to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned exercise by such Rightsholders and other persons which carry Holder of the piggy-back registration rights) rights granted herein to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionHolder.

Piggy-Back Registration Rights. IfFrom and after September [•], at any time on or prior to 2010 (the first anniversary of the Expiration Timeclosing of the IPO), until the termination of the Management Agreement, if the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement Registration Statement under the Securities Act with respect to an offering of equity securities by the Company for its own account or for any of the other party security holders of any class of equity security similar to any Registerable Securities the Company for their account (other than a registration statement on Form S-4 or S-8 or any successor form or Demand Registration Statement (in which case the ability of a registration statement filed solely Holder to participate in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing shareholders or employees of the Companysuch Demand Registration Statement shall be governed by Section 2.1(a) hereof)), then the Company, on each such occasion, Company shall (a) give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing and/or offering to all Holders of the Rightsholders owning Registerable Registrable Securities at least twenty days before as soon as practicable but in no event less than ten (10) Business Days prior to the anticipated filing date of such the registration statement, which notice shall describe the amount and type of securities to be included in such Company Piggy-Back Notice also shall be required to offering, the intended method(s) of distribution, and the name of the proposed managing underwriter(s), if any, of the offering, and (b) offer to the Holders of Registrable Securities in such Rightsholders notice the opportunity to register the sale of such aggregate number of Registerable Registrable Securities as each such Rightsholder Holders may request. Each request in writing within five (5) Business Days following receipt of such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of notice (a Company “Piggy-Back Notice, to request, by Registration”). If at any time after giving written notice (each, a “Holder Notice”) of its intention to register any securities and prior to the Companyeffective date of the Registration Statement filed in connection with such registration, the inclusion of all Company shall determine for any reason not to register or any portion of the Registerable Securities to delay registration of such Rightsholders securities, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration statementregistration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. The Company shall cause all of the Registrable Securities requested to be included in a non-underwritten registration in such registration, and shall use commercially its reasonable best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Registrable Securities which were the subject of all Holder Notices requested to be included in such underwritten offering a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company included thereintherein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. Notwithstanding anything All Holders of Registrable Securities proposing to the contrary contained in this subparagraph 10(b)(i), if the managing distribute their securities through a Piggy-Back Registration that involves an underwriter(s) shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionunderwriting agreement.

Piggy-Back Registration Rights. If(a) If the Company, at any time on or prior to before the first fourth anniversary of the Expiration TimeBase Date, the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement register any of its securities under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than in connection with a registration statement on Form S-4 S-8 or S-8 comparable forms used by foreign private issuers or any successor form forms) whether through a post-effective amendment or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing shareholders or employees of the Company), then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such new registration statement, and for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company Piggy-Back Notice also and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall each such time give prompt (but not less than thirty (30) business days prior to the anticipated filing thereof) written notice to the holders of Registrable Securities of its intention to do so. Upon the written request of any such holder of Registrable Securities made within twenty (20) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder), except as set forth in Section 8.3(b), the Company will use its best efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be required to offer to such Rightsholders the opportunity relieved of its obligation to register any Registrable Securities in connection with such aggregate number registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Registerable the holders of Registrable Securities entitled to request that such registration be effected as each such Rightsholder may request. Each such Rightsholder a registration under Section 8.2, (ii) in the case of a determination to delay registration, shall have the right, exercisable be permitted to delay registering any Registrable Securities for the fifteen days immediately following same period as the giving delay in registering such other securities (including the Other Shares), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2 and (iii) in the case of a Company Piggy-Back Noticedetermination to withdraw registration, shall be permitted to withdraw registration, without prejudice, however, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion rights of the Registerable holders of Registrable Securities of such Rightsholders in entitled to request that such registration statementbe effected as a registration under Section 8.2. No registration effected under this Section 8.3 shall relieve the Company of its obligation to effect any registration upon request under Section 8.2, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 8.2. The Company shall use commercially best efforts will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionSection 8.3.

Piggy-Back Registration Rights. If, If at any time on or prior to commencing after July 1, 2003 until the first anniversary expiration of the Expiration TimeWarrant (the "Registration Period"), vFinance, Inc. (the Company (or any successor of the "Company, by merger or otherwise") proposes to file a registration statement register any of its securities under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than registration of a stock option, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or dividend investment plan, a registration statement on Form S-4 of stock proposed to be issued in exchange for securities or S-8 assets of, or any successor form in connection with the merger or consolidation with, another person or entity , or a registration statement filed solely of stock proposed to be issued in connection with an exchange offerfor securities of such other person or entity), a business combination transaction or an offering of securities solely the Company shall give prompt written notice thereof to the existing shareholders or employees Holder and, upon the written request made within ten (10) days after the Holder and, upon receipt of such notice, the Company shall use its best efforts to effect as part of such registration the registration under the Securities Act of that number of the Warrant Shares ("Warrant Shares") which the Holder requests the Company to register, provided that if the registration relates to a firm commitment, underwritten public offering, the managing underwriter of the Company)'s public offering, then the Company, on each such occasionif any, shall give written notice (each, a “Company Piggy-Back Notice”) be of the opinion that the inclusion in such registration of such proposed filing to number of Warrant Shares will not interfere with the successful marketing of all of the Rightsholders owning Registerable Securities at least twenty days before Company's securities being registered. If the anticipated filing date managing underwriter, if any, reasonably requests the Holder to reduce in whole or in part the number of Warrant Shares sought or be registered by the Holder, the Holder shall comply with the request of the managing underwriter. In any underwritten offering, the Holder shall sell the Warrant Shares registered as part of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion underwriters of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as apply to the Company. In connection with any similar securities registration pursuant to this Section (a), the Holder shall provide the Company with such information regarding the Holder and the distribution of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, Warrant Shares as the Company and any other person intend the managing underwriter shall reasonably request for use in the registration statement relating to include in such offering is such as to materially and adversely affect the success of such offering. The Company shall pay all costs and expenses of the Holder. The Company shall not be obliged to effect registration under the Securities Act pursuant to this Section (a) on more than one occasion; PROVIDED, then HOWEVER, that this limitation shall not apply if the amount number of securities shares requested to be offered for registered by the accounts of such Rightsholders and persons other than the Company Holder shall be eliminated or have been reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) pursuant to the extent necessary to reduce second sentence of this Section (a) unless and until the total amount occurrence of securities an occasion on which the shares requested by the Holder to be included registered have not been so reduced. The Company will pay all registration expenses of the Holder in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionconnection with any registration hereunder.

Piggy-Back Registration Rights. If, at any time on or prior to the first anniversary of the Expiration Time, If the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement under the Securities Act with respect to an initial public offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing shareholders or employees of the Company), then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of that includes all or any portion of the Registerable Securities Ripplewood Shareholder's Shares, then the Company shall give written notice of such Rightsholders proposed filing to the PRIMEDIA Shareholder at least 10 days before the filing date, and such notice shall offer the PRIMEDIA Shareholder the opportunity to register such number of Shares as the PRIMEDIA Shareholder may request up to a proportionate amount of the PRIMEDIA Shareholder's Shares. If such offer is accepted by written notice to the Company from the PRIMEDIA Shareholder within 5 days of the giving of the written notice provided for in such registration statement. The the preceding sentence, the Company shall use commercially its best efforts to cause the managing underwriter(s) of a proposed underwritten offering underwriter or underwriters thereof to permit the inclusion of Shares the Registerable Securities which were the subject of all Holder Notices PRIMEDIA Shareholder requested to be included in such underwritten offering to be included in such offering on the same terms and conditions as any similar securities the corresponding Shares of the Company Ripplewood Shareholder included therein. Notwithstanding anything ; PROVIDED that (i) if, at any time after giving written notice of its intention to register any Shares and prior to the contrary contained effective date of the registration statement filed in this subparagraph 10(b)(i)connection with such registration, if the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to the PRIMEDIA Shareholder and thereupon shall be relieved of its obligation to register any Shares in connection with such registration and (ii) the PRIMEDIA Shareholder must sell its Shares to underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Ripplewood Shareholder. The PRIMEDIA Shareholder may elect in writing, prior to the effective date of the registration statement filed in connection with such registration, to withdraw its request and not to have its Shares registered in connection with such registration. If the managing underwriter(sunderwriter or underwriters advise the Company in writing that, in their opinion, (i) the number of Shares which the PRIMEDIA Shareholder intends to include in such registration exceeds the largest number of such underwritten Shares which can be sold in such offering without having an adverse effect on such offering (including, but not limited to, the price at which such Shares can be sold) or any (ii) the inclusion of the Shares in such registration would have an adverse effect on such offering, then the Company will include in such registration (A) first, 100% of the Shares proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, be sold by the Company and any other person intend shareholder whose shares the Company is obligated to include in such offering is such as registration in priority to materially the Ripplewood Shareholder and adversely affect the success of such offeringPRIMEDIA Shareholder and (B) second, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce that the total amount number of securities Shares requested to be included in such offering registration can, in the opinion of such managing underwriter, be sold without having the adverse effect referred to above, the number of Shares which the Ripplewood Shareholder and the PRIMEDIA Shareholder have requested to be included in such registration, such amount to be allocated pro rata among the Ripplewood Shareholder and the PRIMEDIA Shareholder on the basis of the relative number of Shares the Ripplewood Shareholder and the PRIMEDIA Shareholder have requested for registration. The Company may require the PRIMEDIA Shareholder to furnish the Company with such information regarding the PRIMEDIA Shareholder and pertinent to the amount recommended by such managing underwriter(sdisclosure requirements relating to the registration and distribution of the PRIMEDIA Shareholder's Shares as the Company may from time to time reasonably request in writing. The Company shall pay all Registration Expenses in connection with registration of Shares subject to this Section 2.01(g). The PRIMEDIA Shareholder shall pay all (x) underwriting discounts and commissions and transfer taxes, if any, (y) internal administrative and similar costs of the PRIMEDIA Shareholder and (z) fees and disbursements of counsel for the PRIMEDIA Shareholder, in each case relating to the managing underwriter’s written opinionregistration, sale or disposition of the PRIMEDIA Shareholder's Shares pursuant to a registration statement effected pursuant to this Section 2.01(g).

Piggy-Back Registration Rights. 1.1 If, at any time on or after the date hereof and prior to December 31, 2014 when there is not an effective registration statement covering the first anniversary of Registrable Securities pursuant to this Agreement, Parent shall determine to prepare and file with the Expiration Time, the Company (or any successor of the Company, by merger or otherwise) proposes to file Commission a registration statement relating to an offering for its own account (other than the initial registration statement relating to an offering for its own account) or the account of others under the Securities Act with respect to an offering by the Company or any other party of any class of its equity security similar to any Registerable Securities securities (other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or any successor form or a registration statement filed their then equivalents relating to equity securities to be issued solely in connection with an exchange offer, a any acquisition of any entity or business combination transaction or an offering of equity securities solely to the existing shareholders issuable in connection with stock option or employees of the Companyother employee benefit plans), then the Company, on each such occasion, Parent shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing send to all of the Rightsholders owning Registerable Holders of Registrable Securities at least written notice of such determination and, if within twenty (20) days before after receipt of such notice, or within such shorter period of time as may be specified by Parent in such written notice as may be necessary for Parent to comply with its obligations with respect to the anticipated timing of the filing date of such registration statement, a Holder shall so request in writing (which request shall specify the Registrable Securities intended to be disposed of by such Holder), Parent will cause the registration under the Securities Act of all Registrable Securities which Parent has been so requested to register by such Holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such Company Piggy-Back Notice also registration, Parent shall determine for any reason not to register or to delay registration of such securities, Parent may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 1.1 for the same period as the delay in registering such other securities. Parent shall include in such registration statement all or any part of such Registrable Securities that a Holder requests to be registered; provided, however, that Parent shall not be required to offer register any Registrable Securities pursuant to such Rightsholders the opportunity this Section 1.1 that are eligible for sale pursuant to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion Rule 144 of the Registerable Securities Act without volume limitations or restrictions. In the case of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed an underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i)public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if Parent after consultation with the managing underwriter should reasonably determine that the inclusion of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Registrable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to would materially and adversely affect the success of offering contemplated in such registration statement (including the price at which Parent proposes to sell the securities in such offering), and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of a Holder, then (x) the amount number of securities to be offered for Registrable Securities of the accounts of Holders included in such Rightsholders and persons other than the Company registration statement shall be eliminated or reduced reduced, pro rata (based on the amount number of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to Registrable Securities that each Holder has requested be included in such offering registration statement and the aggregate number of Registrable Securities that the Holders and the other holders that have received shares of Parent Common Stock in connection with the Plan (the “Other Holders”) have requested be included in such registration statement (such proportion is referred to herein as “Pro Rata”), if Parent after consultation with the amount recommended by such managing underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Holders shall be included in such registration statement, if Parent after consultation with the managing underwriter’s written opinionunderwriter(s) recommends the inclusion of none of such Registrable Securities; provided, however, that if securities are being offered for the account of other persons or entities as well as Parent, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be offered by the Holders than the fraction of similar reductions imposed on such other persons or entities (other than Parent).

Piggy-Back Registration Rights. 1.1 If, at any time on or after the date hereof and prior to December 31, 2014 when there is not an effective registration statement covering the first anniversary of the Expiration Time, the Company (or any successor of the Company, by merger Registrable Securities pursuant to this Agreement or otherwise) proposes , Parent shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account (other than the initial registration statement relating to an offering solely for its own account) or the account of others under the Securities Act with respect to an offering by the Company or any other party of any class of its equity security similar to any Registerable Securities securities (other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or any successor form or a registration statement filed their then equivalents relating to equity securities to be issued solely in connection with an exchange offer, a any acquisition of any entity or business combination transaction or an offering of equity securities solely to the existing shareholders issuable in connection with stock option or employees of the Companyother employee benefit plans), then the Company, on each such occasion, Parent shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing send to all of the Rightsholders owning Registerable Holders of Registrable Securities at least written notice of such determination and, if within twenty (20) days before after receipt of such notice, or within such shorter period of time as may be specified by Parent in such written notice as may be necessary for Parent to comply with its obligations with respect to the anticipated timing of the filing date of such registration statement, a Holder shall so request in writing (which request shall specify the Registrable Securities intended to be disposed of by such Holder), Parent will cause the registration under the Securities Act of all Registrable Securities which Parent has been so requested to register by such Holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such Company Piggy-Back Notice also registration, Parent shall determine for any reason not to register or to delay registration of such securities, Parent may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 1.1 for the same period as the delay in registering such other securities. Parent shall include in such registration statement all or any part of such Registrable Securities that a Holder requests to be registered; provided, however, that Parent shall not be required to offer register any Registrable Securities pursuant to such Rightsholders the opportunity this Section 1.1 that are eligible for sale pursuant to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion Rule 144 of the Registerable Securities Act without volume limitations or restrictions. In the case of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed an underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i)public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if Parent after consultation with the managing underwriter should reasonably determine that the inclusion of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Registrable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to would materially and adversely affect the success of offering contemplated in such registration statement (including the price at which Parent proposes to sell the securities in such offering), and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of a Holder, then (x) the amount number of securities to be offered for Registrable Securities of the accounts of Holders included in such Rightsholders and persons other than the Company registration statement shall be eliminated or reduced reduced, pro rata (based on the amount number of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to Registrable Securities that each Holder has requested be included in such offering registration statement and the aggregate number of Registrable Securities that the Holders and the other holders that have received shares of Parent Common Stock in connection with the Plan (the “Other Holders”) have requested be included in such registration statement (such proportion is referred to herein as “Pro Rata”), if Parent after consultation with the amount recommended by such managing underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Holders or Other Holders shall be included in such registration statement, if Parent after consultation with the managing underwriter’s written opinionunderwriter(s) recommends the inclusion of none of such Registrable Securities; provided, however, that if securities are being offered for the account of other persons or entities (the “Non Plan Other Holders”) as well as Parent, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be offered by the Holders and Other Holders than the fraction of similar reductions imposed on such Non Plan Other Holders or entities (other than Parent).

Piggy-Back Registration Rights. If, If at any time on or during the period beginning six months from the date hereof and prior to the first anniversary expiration of the Expiration TimeRegistration Period, the Company (or any successor of the Company, by merger or otherwise) proposes shall determine to file with the Commission a registration statement under the Securities Act with respect relating to an offering by for its own account under the Company or any other party 1933 Act of any class of its equity security similar to any Registerable Securities securities (other than a registration statement on Form S-4 or Form S-8 or any successor form or a registration statement filed their then equivalents relating to equity securities to be issued solely in connection with an exchange offer, any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans) (a business combination transaction or an offering of securities solely to the existing shareholders or employees of the Company"Company Registration Statement"), then the Company, on Company shall send to each such occasion, shall give Purchaser that (together with affiliates thereof) holds at least 200,000 shares written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of determination and, if within fifteen (15) days after the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing effective date of such registration statementnotice, and such Purchaser shall so request in writing, the Company shall include in such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of Registration Statement all or any portion Registrable Securities such Purchaser requests to be registered, except that if, in connection with any underwritten public offering for the account of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) thereof shall impose a limitation on the number of a proposed shares of Common Stock which may be included in the Company Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Company Registration Statement only such limited portion of the Registrable Securities, if any, with respect to which such Purchaser has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Purchasers seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Purchasers; provided, however, that any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Company Registration Statement other than holders of securities entitled to inclusion of their securities in such Company Registration Statement by reason of demand registration rights. If an offering in connection with which an Purchaser is entitled to registration under this Section 7.2 is an underwritten offering, then each Purchaser whose Registrable Securities are included in such Company Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to permit the inclusion provisions of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. All of the obligations of the Purchasers pursuant to this Agreement shall be applicable to any similar Company Registration Statement filed pursuant to this Section 7.2. After the date hereof and prior to the expiration of the Registration Period, the Company shall not, without the consent of a majority of the holders of Registrable Securities, grant to any holder of securities of the Company included therein. Notwithstanding anything rights similar to those granted to the contrary contained Purchasers pursuant to this Section 7.2 which are not in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering parity with or any proposed underwritten offering delivers a written opinion junior to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) rights granted to the extent necessary Purchasers pursuant to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionthis Section 7.2.

Piggy-Back Registration Rights. If, at any time on or prior to (a) If during the first anniversary of the Expiration Time, Registration Period (as defined herein) the Company (proposes or any successor of the Company, by merger or otherwise) proposes is required to file with the SEC a registration statement under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar relating to any Registerable Securities shares of Common Stock (other than a registration statement on Form S-8 or Form S-4 or S-8 or any successor form forms thereto, or a any other registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to that does not permit the existing shareholders or employees inclusion therein of the Company), then Registrable Securities) (the Company, on each such occasion, shall give written notice (each, a “Company "Piggy-Back Notice”) Registration Statement"), the Company will each such time give prompt written notice of its intention to do so to each Holder. Upon the written request of any Holder given within 10 days after the delivery or mailing of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to from the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall will use commercially best reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is Piggy-Back Registration Statement that number of the Securities specified by Holder in such written request (subject to the limitations set forth in this Section 2(a) and in Section 2(b) below) (the "Requested Shares") so as to materially and adversely affect permit the success public sale of such offeringRequested Shares, then provided that if the amount managing underwriter or underwriters advise the Company that marketing factors require a limit on the number of securities shares to be offered for underwritten, the accounts Company may (subject to the limitations set forth below) exclude all Requested Shares from, or limit the number of Requested Shares to be included in, the Piggy-Back Registration Statement and underwriting. In such Rightsholders and persons other than event, the Company shall be eliminated or reduced pro rata (based on so advise each requesting Holder, and the amount number of securities owned by such Rightsholders Requested Shares and other persons which carry registration rightsshares ("Other Shares") to the extent necessary to reduce the total amount of securities requested to be included in such offering Piggy-Back Registration Statement and underwriting by other persons or entities that are then stockholders of the Company ("Other Holders"), after providing for all shares that the Company proposes to offer and sell for its own account, shall be allocated among the amount recommended Requesting Holders and Other Holders pro rata on the basis of (i) the number of Requested Shares then held by such managing underwriter(sthe requesting Holders, and (ii) in the managing underwriter’s written opinionaggregate number of Other Shares then held by Other Holders.

Piggy-Back Registration Rights. If, at The Company covenants and agrees with the Holders and any time on or prior to the first anniversary subsequent Holders of the Expiration Time, Warrants and/or Warrant Shares that in the event the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction non-cash offer or an offering of securities solely to a registration statement on Form S-8 or other unsuitable registration statement form, including, without limitation, Form S-4) which becomes or which the existing shareholders or employees of Company believes will become effective at any time after the Company), Initiation Date then the Company, on Company shall in each such occasion, shall case give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all the Holders of the Rightsholders owning Registerable Securities Warrants and Warrant Shares at least twenty 15 days before the anticipated proposed filing date and such notice shall offer to such Holders the opportunity to include in such registration statement such number of Warrant Shares as they may request, unless, in the opinion of counsel to the Company reasonably acceptable to any such Holder of Warrants or Warrant Shares who wishes to have Warrant Shares included in such registration statement, and such Company Piggy-Back Notice also shall be registration under the Act is not required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities transfer of such Rightsholders Warrants and/or Warrant Shares in the manner proposed by such registration statementHolders. The Company shall use commercially best efforts not honor any such request to register any such Warrant Shares if the request is received later than six (6) years from the Effective Date, and the Company shall not be required to honor any request (a) to register any such Warrant Shares if the Company is not notified in writing of any such request pursuant to this Section 15.2 within at least 10 days after the Company has given notice to the Holders of the filing, or (b) to register Warrant Shares that represent in the aggregate fewer than 25% of the aggregate number of Warrant Shares. The Company shall permit, or shall cause the managing underwriter(s) underwriter of a proposed underwritten offering to permit permit, the inclusion Holders of Warrant Shares requested to be included in the Registerable Securities which were registration (the subject of all Holder Notices "Piggy-back Shares") to include such Piggy-back Shares in such underwritten the proposed offering on the same terms and conditions as any similar applicable to securities of the Company included therein. Notwithstanding anything therein or as applicable to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) securities of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company and the Holders of Piggy-back Shares if the securities of any such person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that it believes that the distribution of all or a portion of the Piggy-back Shares requested to be included in the registration statement concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company for its own account, then the Holders of such Piggy-back Shares shall delay their offering and sale of Piggyback Shares (or the portion thereof so designated by such managing underwriter) for such period, not to exceed 180 days, as the managing underwriter shall request, provided that no such delay shall be eliminated required as to Piggy-back Shares if any securities of the Company are included in such registration statement for the account of any person other than the Company and the Holders of Piggy-back Shares. In the event of such delay, the Company shall file such supplements, post-effective amendments or reduced pro rata separate registration statement, and shall use reasonable best efforts to permit such Holders to make their proposed offering and sale for a period of 90 days immediately following the end of such period of delay (based on "Piggy-back Termination Date"); provided, however, that if at the amount Piggy-back Termination Date the Piggyback Shares are covered by a registration statement which is, or required to remain, in effect beyond the Piggy-back Termination Date, the Company shall maintain in effect the registration statement as it relates to the Piggy-back Shares for so long as such registration statement remains or is required to remain in effect for any of securities owned such other securities. All expenses of registration pursuant to this Section 15.2 shall be borne by such Rightsholders the Company, except that underwriting commissions and other persons which carry registration rightsexpenses attributable to the Piggy-back Shares and fees and disbursements of counsel (if any) to the extent necessary Holders requesting that such Piggy-back Shares be offered will be borne by such Holders. The Company shall be obligated pursuant to reduce this Section 15.2 to include in the total amount Piggy-back Offering, Warrant Shares that have not yet been purchased by a holder of securities Warrants so long as such Holder of Warrants submits an undertaking to the Company that such Holder intends to exercise Warrants representing the number of Warrant Shares to be included in such offering Piggy-back Offering prior to the amount recommended by consummation of such managing underwriter(sPiggy-back Offering. If the Company decides not to proceed with a Piggy-back Offering, the Company has no obligation to proceed with the offering of the Piggy-back Shares, unless the Holders of the Warrants and/or Warrant Shares otherwise comply with the provisions of Section 15.1 hereof (without regard to the 60 days' written request required thereby). Notwithstanding any of the foregoing contained in this Section 15.2, the Company's obligation to offer registration rights to the Piggy-back Shares pursuant to this Section 15.2 shall terminate one (1) in year after the managing underwriter’s written opinionExpiration Date.

Piggy-Back Registration Rights. If, If (but without any obligation to do so) at any time on or prior to the first anniversary of date one (1) year after the Expiration TimePurchaser has fully exercised this Warrant, the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement register any of its securities under the Securities Act in connection with respect to an the public offering by the Company or any other party of any class of equity security similar to any Registerable Securities such securities solely for cash (other than a registration statement on Form S-4 or S-8 X-0, Xxxx X-0 or any successor form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities and a registration statement relating to a PIPE (private investment public equity) or similar transaction), the Company shall, each such time, promptly give the Holder written notice of such registration. Upon the written request of the Holder given within twenty (20) days after receipt of such written notice from the Company, the Company shall, subject to the provisions of Section 10, cause to be registered under the Act all of the Registrable Securities that the Holder has requested to be registered; provided, however, that if the managing underwriter of any underwritten offering by the Company expresses reasonable written objection to the registration of all of the Registrable Securities, then the Registrable Securities which shall be registered in such offering on behalf of holders of Registrable Securities shall be reduced in the proportion equal to the average proportion of reduction as that of all such holders seeking registration in connection with such offering, subject to any rights granted to other holders of securities of the Company that are expressly by the terms of their agreements with the Company entitled to have priority registration rights. The inclusion of any of the Purchaser's Registrable Securities in a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing shareholders or employees of the Company), then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend declared effective by the SEC shall be deemed to include in be the exercise by such offering is Purchaser of the piggy-back registration rights granted herein to such Purchaser except as to materially and adversely affect such Registrable Securities as were not registered as a result of the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionimmediately preceding sentence.

Piggy-Back Registration Rights. If, at any time on or prior to the first anniversary of the Expiration Time, If the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement under the Securities 1933 Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 (or any successor form or a registration statement filed solely in connection form)) with an exchange offer, a business combination transaction or an offering respect to any class of equity securities solely to the existing shareholders or employees of the Company), whether or not for its own account, then the Company, on each such occasion, Company shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities at least Holder promptly (but in no event fewer than twenty days (20) Business Days before the anticipated filing date of such registration statementdate), and such Company Piggy-Back Notice also notice shall be required to offer to such Rightsholders Holder the opportunity to register such aggregate number of Registerable Securities Warrant Shares as each the Holder may request in writing within twenty (20) days after receipt of such Rightsholder may request. Each such Rightsholder written notice from the Company (which request shall have specify the right, exercisable for Warrant Shares intended to be disposed of by the fifteen days immediately following the giving of Holder) (a Company “Piggy-Back Notice, to request, by Registration”). Upon the written request of any the Holder made within twenty (20) days after the receipt of any such notice (eachwhich request shall specify the number of Warrant Shares intended to be disposed of by the Holder and the intended method of disposition of, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company which shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering be on the same terms and conditions as any similar the securities of the Company or other security holder included therein. Notwithstanding anything to in the contrary contained in this subparagraph 10(b)(iregistration statement), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company shall, subject to the terms of this Warrant, effect the registration under the 1933 Act of all Warrant Shares which the Company has been so requested to register by the Holder on the same terms and conditions as the securities of the Company or other security holder included in the registration statement; provided, that if at any other person intend time after giving written notice of its intention to include register any securities and prior to the effective date of the registration statement filed in connection with such offering is such as to materially and adversely affect the success of such offeringregistration, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated determine for any reason either not to register or reduced pro rata (based on to delay registration of such securities, the amount Company may, at its election, give written notice of securities owned by such Rightsholders and other persons which carry registration rights) determination to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(sHolder and, thereupon, (i) in the managing underwriter’s written opinioncase of a determination not to register shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares, for the same period as the delay in registering such other securities.

Piggy-Back Registration Rights. (a) If, at any time on or prior to the first anniversary of the Expiration TimeDate, the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement under Registration Statement with the Securities Act with respect to Commission respecting an offering by the Company or any other party of any class shares of equity security similar to any Registerable Securities Common Stock (or other securities issuable upon exercise of the Warrants) (other than a registration statement (i) an offering registered solely on Form S-4 or S-8 or any successor form thereto, or a (ii) the initial public offering of shares of Common Stock (or other securities issuable upon exercise of the Warrants) if no shareholder of the Company participates therein), the Company shall give prompt written notice to all the Holders of Warrants or Common Shares or such other securities received upon exercise of Warrants, to the extent such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, at least 30 days prior to the initial filing of the registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing shareholders or employees of the Company), then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer relating to such Rightsholders offering (the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request"REGISTRATION STATEMENT"). Each such Rightsholder Holder shall have the right, exercisable for the fifteen within 20 days immediately following the giving after delivery of a Company Piggy-Back Noticesuch notice, to requestrequest in writing that the Company include all or a portion of such of the Common Shares issuable upon exercise of such Holder's Warrants, by written notice (eachsuch other securities as shall be issuable upon the exercise of the Warrants, a “Holder Notice”) or the Common Shares or such other securities received upon the exercise thereof, pursuant to the CompanyWarrant Agreement, in each case to the inclusion of all extent that such Common Shares or any portion of other securities would be (upon issuance) or are, as the Registerable Securities of such Rightsholders case may be, subject to restrictions on transfer, ("WARRANT SHARES") in such registration statementRegistration Statement ("PIGGY-BACK REGISTRATION RIGHTS"). The Company shall use commercially best efforts to cause include in the managing underwriter(s) of a proposed underwritten public offering to permit the inclusion all of the Registerable Securities which were Warrant Shares that a Holder has requested be included, unless the subject of all Holder underwriter for the public offering or the underwriter managing the public offering (in either case, the "MANAGING UNDERWRITER") delivers a notice (a "CUTBACK NOTICE") pursuant to Section 2(b) or 2(c) hereof. The managing underwriter may deliver one or more Cutback Notices in such underwritten offering on at any time prior to the same terms and conditions as any similar securities execution of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered underwriting agreement for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionpublic offering.

Piggy-Back Registration Rights. If, If at any time on or prior to after the first anniversary of the Expiration Timedate hereof, the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others of any of its equity securities, other than on Form S-4 or Form S-8 (or any successor of the Company, by merger or otherwise) proposes to file a registration statement each as promulgated under the Securities Act Act), or their then equivalents, relating to equity securities to be issued solely in connection with respect any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send a written notice of such determination to each Purchaser and, if within ten calendar days after the date of delivery of such notice, any such Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Underlying Shares as the Purchaser requests to be registered so long as such Underlying Shares are proposed to be disposed in the same manner as those securities set forth in the Registration Statement; provided, however, if the offering is an underwritten offering and was initiated by the Company or any other party at the request of a shareholder, and if the managing underwriters advise the Company that the inclusion of Underlying Shares requested to be included in the Registration Statement would cause an adverse effect on the success of any class of equity security similar to any Registerable Securities such offering, based on market conditions or otherwise (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing shareholders or employees of the Company"Adverse Effect"), then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer include in such Registration Statement, to the extent of the amount of securities that the managing underwriters advise may be sold without causing such Rightsholders Adverse Effect, (a) first, the opportunity securities of the Company and (b) second, the shares, including the Underlying Shares, of all shareholders, on a pro rata basis, requesting registration and whose shares the Company is obligated by contract to register such aggregate number include in the Registration Statement; provided, further, however, to the extent that all of Registerable Securities as each such Rightsholder may request. Each such Rightsholder the Underlying Shares are not included in the initial Registration Statement, the Purchaser shall have the rightright to request the inclusion of its Underlying Shares in subsequent Registration Statements until all such Underlying Shares have been registered in accordance with the terms hereof. If the offering in which the Underlying Shares is being included in a Registration Statement is a firm commitment underwritten offering, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, unless otherwise agreed by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders Purchaser shall sell its Underlying Shares in such registration statement. The Company shall use commercially best efforts offering using the same underwriters and, subject to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering provisions hereof, on the same terms and conditions as the other shares of Common Stock that are included in such underwritten offering. The Company shall use its best efforts to cause any similar securities Registration Statement to be declared effective by the Commission as promptly as is possible following it being filed with the Commission and to remain effective until all Underlying Shares subject thereto have been sold. All fees and expenses incident to the performance of or compliance with this Section 4.18 by the Company shall be borne by the Company whether or not any Underlying Shares are sold pursuant to the Registration Statement. The Company shall indemnify and hold harmless the Purchaser, the officers, directors, members, partners, agents, brokers, investment advisors and employees of each of them, each person who controls the Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the officers, directors, members, shareholders, partners, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, the “Losses”), as incurred, arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included therein or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (ii) any violation or alleged violation by the Company included of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Section 4.18, except to the extent, but only to the extent, that such untrue statements or omissions referred to in (i) above are based solely upon information regarding the Purchaser furnished in writing to the Company by the Purchaser expressly for use therein, or to the extent that such information relates to the Purchaser or the Purchaser’s proposed method of distribution of Underlying Shares and was reviewed and expressly approved in writing by the Purchaser expressly for use in the Registration Statement, such prospectus or such form of prospectus or in any amendment or supplement thereto. The rights of the Purchaser under this Section 4.18 shall survive until all have been either registered under a Registration Statement or been sold pursuant to an exemption to the registration requirements of the Securities Act. Notwithstanding anything to the contrary contained in contrary, the Company shall have no obligations pursuant to this subparagraph 10(b)(i), if Section 4.18 after such time that the managing underwriter(s) of such underwritten offering Underlying Shares are not subject to the current public information requirement under Rule 144 and that are eligible for resale without volume or any proposed underwritten offering delivers manner-of-sale restrictions without current public information pursuant to Rule 144 promulgated by the Commission pursuant to a written opinion letter to such effect, addressed, delivered and reasonably acceptable to the Rightsholders of Registerable Securities which were Transfer Agent and the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionaffected Purchasers.

Piggy-Back Registration Rights. If, at The Company covenants and agrees with Parkxx xxx any time on or prior to the first anniversary subsequent holders of the Expiration TimeWarrants and/or Warrant Shares that, in the event the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement under the Securities Act prior to December 31, 2000 with respect to an the firm commitment offering by the Company or any other party of any class of equity security similar to any Registerable Securities Common Stock (other than in connection with an exchange offer or a registration statement on Form S-4 or S-8 or any successor form or a other similar registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of statements not available to register securities solely so requested to the existing shareholders or employees of the Companybe included), then the Company, on Company shall in each such occasion, shall case give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all (i) the holders of the Rightsholders owning Registerable Securities Warrant Shares and (ii) if on or before the Expiration Date, the Warrant Holders, in each case at least twenty 30 days before the earlier of the anticipated or the actual effective date of the registration statement and at least ten days before the initial filing date of such registration statement, statement and such Company Piggy-Back Notice also notice shall be required to offer to such Rightsholders Warrant Holders the opportunity to register include in such aggregate registration statement such number of Registerable Securities Warrants and/or Warrant Shares (and any securities received by the Warrant Holders pursuant to Section 12 hereof) (the "Piggy-back Securities", and together with the securities referred to in Section 16(a) above, the "Registrable Securities") as each such Rightsholder they may request. Each Warrant Holders desiring inclusion of Piggy-back Securities in such Rightsholder registration statement shall have so inform the rightCompany by written notice, exercisable for the fifteen given within 10 days immediately following of the giving of a such notice by the Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to in accordance with the Company, the inclusion provisions of all or any portion of the Registerable Securities of such Rightsholders in such registration statementSection 18 hereof. The Company shall use commercially best efforts to permit, or shall cause the managing underwriter(s) underwriter of a proposed underwritten offering to permit permit, the inclusion holders of Piggy-back Securities requested to be included in the Registerable Securities which were registration to include such securities in the subject of all Holder Notices in such underwritten proposed offering on the same terms and conditions as any similar applicable to securities of the Company included thereinCompany. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i)foregoing, if any such managing underwriter shall advise the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to Company in writing that, in its opinion, the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind distribution of securities which theyby holders thereof, including all or a portion of the Piggy-back Securities, requested to be included in the registration concurrently with the securities being registered by the Company and any other person intend to include in such offering is such as to would materially and adversely affect the success distribution of such offeringsecurities by the Company for its own account, then the amount holders of such Warrants and/or Warrant Shares shall delay their offering and sale of Piggy-back Securities (or the portions thereof so designated by such managing underwriter) for such period, not to exceed 90 days, as the managing underwriter shall request, provided that if any other securities to be offered are included in such registration statement for the accounts account of such Rightsholders and persons any person other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinion.the

Piggy-Back Registration Rights. IfFrom and after the Signing Closing Date and until eighteen (18) months after the Signing Closing Date, if the Company contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement covering any of its securities, the Company shall at each such time give prompt written notice to Investments and Buyer of its intention to do so and of the registration rights granted under this Agreement. Upon the written request of Investments and/or Buyer made within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Investments and/or Buyer and the intended method of disposition thereof), the Company shall, at its sole cost and expense, use its best efforts to effect the registration of all Registrable Securities which the Company has been so requested to register Investments and/or Buyer, to the extent requisite to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities by Investments and/or Buyer, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Company proposes to register; provided, that if the Company is unable to register the full amount of Registrable Securities in an “at the market offering” under SEC rules and regulations due to the high percentage of the Company’s Common Stock the Registrable Securities represents (giving effect to all other securities being registered in the Registration Statement), then the Company may reduce, on a pro rata basis, the amount of Registrable Securities subject to the Registration Statement to a lesser amount which equals the maximum number of Registrable Securities that the Company is permitted to register in an “at the market offering”; and provided, further, that if, at any time on or after giving written notice of its intention to register any Registrable Securities and prior to the first anniversary effective date of the Expiration TimeRegistration Statement filed in connection with such registration, the Company (shall determine for any reason either not to register or any successor to delay registration of the Companysuch Registrable Securities, by merger or otherwise) proposes to file a registration statement under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offermay, a business combination transaction or an offering of securities solely to the existing shareholders or employees of the Company)at its election, then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing determination to all of Investments and/or the Rightsholders owning Registerable Securities at least twenty days before Buyer and, thereupon, (i) in the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving case of a Company Piggy-Back Noticedetermination not to register, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata relieved of its obligation to register any Registrable Securities in connection with such registration (based on but not from its obligation to pay the amount expenses of securities owned by such Rightsholders registration in connection therewith), and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s(ii) in the managing underwriter’s written opinioncase of a determination to delay registering such Registrable Securities, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. If Buyer shall have transferred all or part of its Registrable Securities, then for purposes of this Section, the term “Buyer” shall reference Buyer and/or such transferee(s).

Piggy-Back Registration Rights. 1.1 If, at any time on or after the date hereof and prior to December 31, 2014 there is not an effective registration statement covering the first anniversary of Registrable Securities pursuant to this Agreement and Parent shall determine to prepare and file with the Expiration Time, the Company (or any successor of the Company, by merger or otherwise) proposes to file Commission a registration statement relating to an offering for its own account (other than the initial registration statement relating to an offering for its own account) or the account of others under the Securities Act with respect to an offering by the Company or any other party of any class of its equity security similar to any Registerable Securities securities (other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or any successor form or a registration statement filed their then equivalents relating to equity securities to be issued solely in connection with an exchange offer, a any acquisition of any entity or business combination transaction or an offering of equity securities solely to the existing shareholders issuable in connection with stock option or employees of the Companyother employee benefit plans), then the Company, on each such occasion, Parent shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing send to all of the Rightsholders owning Registerable Holders of Registrable Securities at least written notice of such determination and, if within twenty (20) days before after receipt of such notice, or within such shorter period of time as may be specified by Parent in such written notice as may be necessary for Parent to comply with its obligations with respect to the anticipated timing of the filing date of such registration statement, a Holder shall so request in writing (which request shall specify the Registrable Securities intended to be disposed of by such Holder), Parent will cause the registration under the Securities Act of all Registrable Securities which Parent has been so requested to register by such Holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such Company Piggy-Back Notice also registration, Parent shall determine for any reason not to register or to delay registration of such securities, Parent may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 1.1 for the same period as the delay in registering such other securities. Parent shall include in such registration statement all or any part of such Registrable Securities that a Holder requests to be registered; provided, however, that Parent shall not be required to offer register any Registrable Securities pursuant to such Rightsholders the opportunity this Section 1.1 that are eligible for sale pursuant to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion Rule 144 of the Registerable Securities Act without volume limitations or restrictions. In the case of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed an underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i)public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if Parent after consultation with the managing underwriter should reasonably determine that the inclusion of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Registrable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to would materially and adversely affect the success of offering contemplated in such registration statement (including the price at which Parent proposes to sell the securities in such offering), and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of a Holder, then (x) the amount number of securities to be offered for Registrable Securities of the accounts of Holders included in such Rightsholders and persons other than the Company registration statement shall be eliminated or reduced reduced, pro rata (based on the amount number of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to Registrable Securities that each Holder has requested be included in such offering registration statement and the aggregate number of Registrable Securities that the Holders and have requested be included in such registration statement (such proportion is referred to herein as “Pro Rata”), if Parent after consultation with the amount recommended by such managing underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Holders shall be included in such registration statement, if Parent after consultation with the managing underwriter’s written opinionunderwriter(s) recommends the inclusion of none of such Registrable Securities; provided, however, that if securities are being offered for the account of other persons or entities as well as Parent, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be offered by the Holders than the fraction of similar reductions imposed on such other persons or entities (other than Parent).

Piggy-Back Registration Rights. If, at any time on or prior to during the first anniversary term of the Expiration Time, the Company (or any successor of the Company, by merger or otherwise) ------------------------------ this Agreement DST proposes to file register (including for this purpose a registration statement effected by DST for stockholders other than the Affiliate Stockholders) any of its common equity securities under the Securities Act in connection with respect to an the public offering by the Company or any other party of any class of equity security similar to any Registerable Securities such securities solely for cash (other than a registration statement on Form S-4 form relating to: (a) a registration of a stock option, stock purchase or S-8 compensation or incentive plan or of stock issued or issuable pursuant to any successor form such plan, or a dividend investment plan; (b) a registration statement filed solely of securities proposed to be issued in exchange for securities or assets of or in connection with an exchange offera merger or consolidation with, another corporation; or (c) a business combination transaction or an offering registration of securities solely proposed to the existing shareholders or employees be issued in exchange for other securities of DST), DST shall each such time, promptly give each Affiliate Stockholder written notice of such registration together with a list of the Companyjurisdictions in which DST intends to attempt to qualify such securities under applicable state securities laws. Upon the written request of any Affiliate Stockholder given within ten (10) days after written notice from DST (which request shall specify the number of Registrable Securities intended to be disposed of and the intended method of disposition thereof), then DST shall effect, in the Companymanner set forth in Article 5, on each in connection with such occasionregistration, shall give written notice (each, a “Company Piggy-Back Notice”) the registration under the Securities Act of such proposed filing to all of the Rightsholders owning Registerable Registrable Securities which DST has been so requested to register, to the extent required to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so requested to be registered, provided that if at least twenty days before any time after giving written notice of its intention to register any securities and prior to the anticipated filing effective date of such registration, DST shall determine for any reason not to register or delay registration statementof such securities, and DST may, at its election, given written notice of such Company Piggy-Back Notice also determination to the Affiliate Stockholders and, thereupon, (A) in the case of a determination not to register, DST shall be required to offer to such Rightsholders the opportunity relieved of its obligation to register any Registrable Securities in connection with such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have registration and (B) in the right, exercisable for the fifteen days immediately following the giving case of a Company Piggy-Back Noticedetermination to delay such registration, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company DST shall be eliminated or reduced pro rata (based on the amount permitted to delay registration of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities any Registrable Securities requested to be included in such offering to registration for the amount recommended by same period as the delay in registering such managing underwriter(s) in the managing underwriter’s written opinionother securities.

Piggy-Back Registration Rights. If, If at any time on or prior to the first anniversary when there is not an effective Registration Statement covering all of the Expiration TimeRegistrable Securities, the Company (or any successor of determines to prepare and file with the Company, by merger or otherwise) proposes to file Securities and Exchange Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act with respect to an offering by the Company or any other party of any class of its equity security similar to any Registerable Securities securities (other than a registration statement on Form S-4 or Form S-8 or any successor form or a registration statement filed its then equivalents relating to equity securities to be issued solely in connection with an exchange offerany acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each holder of Registrable Securities (a “Holder”) written notice of such determination and, if within seven (7) business combination transaction or an offering days after receipt of securities solely such notice, any such Holder shall so request in writing (which request shall specify the Registrable Securities intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder, to the existing shareholders or employees extent required to permit the disposition of the Company), then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing Registrable Securities so to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statementregistered. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered. In the case of an underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i)public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which theyRegistrable Securities, the Company and any other person intend to include in such offering is such as to would materially and adversely affect the success offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of such offeringfewer or none of the Registrable Securities of the Holder, then (x) the amount number of securities to Registrable Securities of the Holder included in such registration statement shall be offered for the accounts of such Rightsholders and persons other than reduced, if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Holder shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to registration statement, if the amount recommended by such managing Company after consultation with the underwriter(s) in recommends the managing underwriter’s written opinioninclusion of none of such Registrable Securities; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be offered by the Holder than the fraction of similar reductions imposed on such other persons or entities (other than the Company).

Piggy-Back Registration Rights. (a) If, at any time on or prior to the first anniversary of the Expiration TimeDate, the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement under Registration Statement with the Securities Act with respect to Commission respecting an offering by the Company or any other party of any class shares of equity security similar to any Registerable Securities Common Stock (or other securities issuable upon exercise of the Warrants) (other than a registration statement (i) an offering registered solely on Form S-4 or S-8 or any successor form thereto, or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an (ii) the initial public offering of shares of Common Stock (or other securities solely to the existing shareholders or employees issuable upon exercise of the CompanyWarrants) if no shareholder of the Company participates therein), then the Company, on each such occasion, Company shall give prompt written notice (each, a “Company Piggy-Back Notice”which notice shall specify the intended method or methods of disposition) of such proposed filing to all the Holders of Warrants or Common Shares or such other securities received upon exercise of Warrants, to the extent such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, at least 30 days prior to the initial filing of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer statement relating to such Rightsholders offering (the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request"REGISTRATION STATEMENT"). Each such Rightsholder Holder shall have the right, exercisable for the fifteen within 20 days immediately following the giving after delivery of a Company Piggy-Back Noticesuch notice, to requestrequest in writing that the Company include all or a portion of such of the Common Shares issuable upon exercise of such Holder's Warrants, by written notice (eachsuch other securities as shall be issuable upon the exercise of the Warrants, a “Holder Notice”) or the Common Shares or such other securities received upon the exercise thereof, pursuant to the CompanyWarrant Agreement, in each case to the inclusion of all extent that such Common Shares or any portion of other securities would be (upon issuance) or are, as the Registerable Securities of such Rightsholders case may be, subject to restrictions on transfer, ("WARRANT SHARES") in such registration statementRegistration Statement ("PIGGY-BACK REGISTRATION RIGHTS"). The Company shall use commercially best efforts to cause include in the managing underwriter(s) of a proposed underwritten public offering to permit the inclusion all of the Registerable Securities which were Warrant Shares that a Holder has requested be included, unless the subject of all Holder Notices in such underwritten offering on underwriter for the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten public offering or any proposed underwritten the underwriter managing the public offering (in either case, the "MANAGING UNDERWRITER") delivers a written opinion notice (a "CUTBACK NOTICE") pursuant to Section 2(b) or 2(c) hereof. The managing underwriter may deliver one or more Cutback Notices at any time prior to the Rightsholders execution of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered underwriting agreement for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionpublic offering.

Piggy-Back Registration Rights. IfIf (but without any obligation to do so) the Company, at any time on or prior to during the first anniversary term of the Expiration Timethis Agreement, the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement register any of its securities under the Securities Act in connection with respect to an the public offering by the Company or any other party of any class of equity security similar to any Registerable Securities such securities solely for cash (other than a registration statement on Form S-4 or S-8 X-0, Xxxx X-0 or any successor form or which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, each such time, promptly give each Holder written notice of such registration (the "Piggy-Back Notice"). Upon the written request of any Holder, given within twenty (20) days after such Holder's receipt of such Piggy-Back Notice from the Company, the Company shall, subject to the provisions of this section, include in a registration statement filed solely with the Commission under the Securities Act all of the Registrable Securities that the Holder has requested to be registered; PROVIDED, HOWEVER, that if the managing underwriter of the subject proposed offering objects in connection with an exchange offerwriting to the inclusion of any Registrable Securities in the subject registration statement on the grounds that in its opinion such inclusion would materially adversely effect the distribution of all such securities or the price per share paid in such offering, a business combination transaction or an offering the Company (subject to any other obligations existing on the date hereof to include shares) shall include in such registration the number of shares proposed to be registered by the Company and the Holders before including any other securities in the registration and, if additional reduction in the number of securities solely being registered is necessary, the Company shall include in such registration first, all shares proposed to the existing shareholders or employees of the Company), then be registered by the Company, on each such occasion, shall give written notice (eachand second, a “Company Piggy-Back Notice”) pro rata portion of such proposed filing to all shares of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (Holders based on the amount number of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities shares originally proposed to be included in registered by each such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionHolder.

Piggy-Back Registration Rights. If, If at any time on or prior to commencing after January 1, 2001 until the first anniversary expiration of the Expiration TimeOption (the "Registration Period"), xXxxxxxx.xxx, Inc. (the Company (or any successor of the "Company, by merger or otherwise") proposes to file a registration statement register any of securities under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than registration of a stock option, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or dividend investment plan, a registration statement on Form S-4 of stock proposed to be issued in exchange for securities or S-8 assets of, or any successor form in connection with the merger or consolidation with, another person or entity , or a registration statement filed solely of stock proposed to be issued in connection with an exchange offerfor securities of such other person or entity), a business combination transaction or an offering of securities solely the Company shall give prompt written notice thereof to the existing shareholders or employees Holder and, upon the written request made within ten (10) days after the Holder and, upon receipt of such notice, the Company shall use its best efforts to effect as part of such registration the registration under the Securities Act of that number of the Option shares ("Option Shares") which the Holder requests the Company to register, provided that if the registration relates to a firm commitment, underwritten public offering, the managing underwriter of the Company)'s public offering, then the Company, on each such occasionif any, shall give written notice (each, a “Company Piggy-Back Notice”) be of the opinion that the inclusion in such registration of such proposed filing to number of Option Shares will not interfere with the successful marketing of all of the Rightsholders owning Registerable Securities at least twenty days before Company's securities being registered. If the anticipated filing date managing underwriter, if any, reasonably requests the Holder to reduce in whole or in part the number of Option Shares sought or be registered by the Holder, the Holder shall comply with the request of the managing underwriter. In any underwritten offering, the Holder shall sell the Option Shares registered as part of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion underwriters of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as apply to the Company. In connection with any similar securities registration pursuant to this Section (a), the Holder shall provide the Company with such information regarding the Holder and the distribution of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, Option Shares as the Company and any other person intend the managing underwriter shall reasonably request for use in the registration statement relating to include in such offering is such as to materially and adversely affect the success of such offering. The Company shall pay all costs and expenses of the Holder. The Company shall not be obliged to effect registration under the Securities Act pursuant to this Section (a) on more than one occasion; PROVIDED, then HOWEVER, that this limitation shall not apply if the amount number of securities shares requested to be offered for registered by the accounts of such Rightsholders and persons other than the Company Holder shall be eliminated or have been reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) pursuant to the extent necessary to reduce second sentence of this Section (a) unless and until the total amount occurrence of securities an occasion on which the shares requested by the Holder to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionregistered have not been so reduced.

Piggy-Back Registration Rights. If, at any time on or prior to during the first anniversary of the Expiration TimeExercise Period, the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement under the Securities Act with respect to an offering by the Company or any other party of register any class of equity security similar to on any Registerable form for the general registration of securities under the Securities Act (other than a registration statement on Form S-4 form relating to a registration of a stock option, stock purchase or S-8 compensation or incentive plan or of stock issued or issuable pursuant to any successor form such plan, or a dividend investment plan, a registration of stock proposed to be issued in exchange for securities or assets of, or in connection with the merger or consolidation with, another corporation or a registration statement filed solely of stock proposed to be issued in connection with an exchange offer, a business combination transaction or an offering of for other securities solely to the existing shareholders or employees of the Company), then the Company shall give prompt written notice thereof to Loefxxxxxxx xxx, upon the written request of Loefxxxxxxx xxxe within ten (10) days after the receipt of such notice, the Company shall use its best efforts to effect as part of such registration the registration under the Securities Act of that number of the Warrant Shares which Loefxxxxxxx xxxuests the Company to register, provided that the managing underwriter of the Company's public offering, on each such occasionif any, shall give written notice (each, a “Company Piggy-Back Notice”) be of the opinion that the inclusion in such registration of such proposed filing to number of Warrant Shares will not interfere with the successful marketing of all of the Rightsholders owning Registerable Securities at least twenty days before Company's securities being registered. If a managing underwriting requests Loefxxxxxxx xx reduce in whole or in part the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have Warrant Shares, if any, sought to be registered by Loefxxxxxxx, Xxefxxxxxxx xxxll comply with the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion request of the Registerable Securities managing underwriter. In connection with any registration pursuant to this Section 6.1, Loefxxxxxxx xxxll provide the Company with such information regarding himself and the distribution of such Rightsholders in such registration statementthe Warrant Shares as the Company and the managing underwriter, if any, shall reasonably request. The Company shall use commercially best efforts pay all costs and expenses incident to cause the managing underwriter(sCompany's registration of Loefxxxxxxx'x Xxxrant Shares pursuant to this Section 6.1, except the attorneys' fees and expenses of Loefxxxxxxx. Xxe Company shall not be obligated to effect registration under the Securities Act pursuant to this Section 6.1 on more than one occasion. Within five (5) of a proposed underwritten offering business days after the Securities and Exchange Commission (the "Commission") declares the Company's registration statement to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices be effective, Loefxxxxxxx xxxll exercise this Stock Purchase Warrant in such underwritten offering on the same terms full and conditions as any similar securities of shall pay to the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionfull Exercise Price therefor.

Piggy-Back Registration Rights. If, If at any time on or prior to after the first anniversary of the Expiration TimeClosing Date, the Company (or any successor of shall determine to prepare and file with the Company, by merger or otherwise) proposes to file SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act with respect to an offering by the Company or any other party of any class of its equity security similar to any Registerable Securities (securities, other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or any successor form or a registration statement filed their then equivalents relating to equity securities to be issued solely in connection with an exchange offer, a any acquisition of any entity or business combination transaction or an offering of equity securities solely to the existing shareholders issuable in connection with stock option or employees of the Company)other employee benefit plans, then the CompanyCompany shall send to the Investor, on each such occasionprovided it is not then eligible to sell all of its Registrable Securities under Rule 144 in a three-month period, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty determination and if, within ten (10) days before the anticipated filing date after receipt of such notice, the Investor shall so request in writing, the Company shall include in such registration statement, statement all or any part of such Registrable Securities the Investor requests to be registered. The Investor agrees to furnish to the Company a completed selling stockholder questionnaire in customary form and further agrees that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) questionnaire to the Company. Notwithstanding the foregoing, in the inclusion of all or event that, in connection with any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of a proposed shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investor and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by the Investor or other holder. If an offering in connection with which the Investor is entitled to registration under this Section 6.1 is an underwritten offering, then the Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to permit the inclusion provisions of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering this Agreement, on the same terms and conditions as any similar securities other shares of the Company Common Stock included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers and shall enter into an underwriting agreement in a written opinion form and substance reasonably satisfactory to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated underwriter or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionunderwriters.

Piggy-Back Registration Rights. If, In the event the Company proposes to file (for its own offer and sale or offer and sale by selling security holders) a registration statement under the Act at any time on or prior to before July 24, 2002 (the first fifth anniversary of the Expiration Time, the Company (or any successor of the Company, by merger or otherwiseEffective Date) proposes to file a registration statement under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction non-cash offer or an offering of securities solely a registration statement on Form S-4 or Form S-8 or any successor registration statement form) which becomes or which should be expected to become effective at any time after the existing shareholders or employees of the Company), Initiation Date then the Company, on Company shall in each such occasion, shall case give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all the Holders of the Rightsholders owning Registerable Securities Warrants and Warrant Shares at least twenty 30 days before the anticipated proposed filing date and such notice shall offer to such Holders the opportunity to include in such registration statement such number of Warrant Shares as they may request, unless, in the opinion of counsel to the Company reasonably acceptable to any such holder of Warrants or Warrant Shares who wishes to have Warrant Shares included in such registration statement, and such Company Piggy-Back Notice also shall be registration under the Act is not required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities transfer of such Rightsholders Warrants and/or Warrant Shares in the manner proposed by such registration statementHolders. The Company shall use commercially best efforts not be obligated to honor any request to register any such Warrant Shares if the Company is not notified in writing of any such request pursuant to this SECTION 13.2 within 20 days after the Company has given notice to the Holders of the filing. The Company shall permit, or shall cause the managing underwriter(s) underwriter of a proposed underwritten offering to permit permit, the inclusion Holders of Warrant Shares requested to be included in the Registerable Securities which were registration (the subject of all Holder Notices "PIGGY-BACK SHARES") to include such Piggy-back Shares in such underwritten the proposed offering on the same terms and conditions as any similar applicable to securities of the Company included therein. Notwithstanding anything therein or as applicable to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) securities of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company and the Holders of Piggy-back Shares if the securities of any such person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that it believes that the distribution of all or a portion of the Piggy-back Shares requested to be included in the registration statement concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company for its own account, then the Holders of such Piggy-back Shares shall delay their offering and sale of Piggyback Shares (or the portion thereof so designated by such managing underwriter) for such period, not to exceed 120 days, as the managing underwriter shall request provided that no such delay shall be eliminated required as to Piggy-back Shares if any securities of the Company are included in such registration statement for the account of any person other than the Company and the Holders of Piggy-back Shares. In the event of such delay, the Company shall file such supplements, post-effective amendments or reduced pro rata separate registration statement, and take any such other steps as may be necessary to permit such Holders to make their proposed offering and sale for a period of 90 days immediately following the end of such period of delay (based on "PIGGY-BACK TERMINATION DATE"); PROVIDED, HOWEVER, that if at the amount of securities owned Piggy-back Termination Date the Piggy back Shares are covered by such Rightsholders and other persons a registration statement which carry is, or is required to remain, in effect beyond the Piggy-back Termination Date, the Company shall maintain in effect the registration rights) statement as it relates to the extent necessary Piggy-back Shares for so long as such registration statement remains or is required to reduce remain in effect for any of such other securities. The Company shall be obligated pursuant to this SECTION 13.2 to include in the total amount registration Warrant Shares that have not yet been purchased by a holder of securities Warrants so long as such Holder of Warrants submits an undertaking to the Company that such Holder intends to exercise Warrants representing the number of Warrant Shares to be included in such offering registration prior to the amount recommended by consummation of the offering made pursuant thereto. In addition, such managing underwriter(s) Holder of Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the public offering with respect to such Warrant Shares. If the Company decides not to proceed with a registration and offering in which Piggy-back Shares are included, the managing underwriter’s Company has no obligation to proceed with the offering of the Piggy-back Shares, unless the Holders of the Warrants and/or Warrant Shares otherwise comply with the provisions of SECTION 13.1 hereof (without regard to the 60 days' written opinionrequest required thereby).

Piggy-Back Registration Rights. If, If at any time on or prior to during the first anniversary two year period following the Closing Date there is not an effective registration statement covering all of the Expiration Time, Exchange Shares and Issuer shall determine to prepare and file with the Company (or any successor of the Company, by merger or otherwise) proposes to file SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act with respect to an offering by the Company or any other party of any class of its equity security similar to any Registerable Securities (securities, other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or any successor form or a registration statement filed their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then Issuer shall send to each holder of the Exchange Shares written notice of such determination and, if within fifteen days after receipt of such notice, any such holder shall so request in writing, Issuer shall include in such registration statement all or any part of such the Exhange Shares such holder requests to be registered. If, in connection with any underwritten offering for the account of issuer the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the registration statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an exchange offer, a business combination transaction or an offering orderly public distribution of securities solely covered thereby, then Issuer shall be obligated to include in such registration statement only such limited portion of the Exhange Shares for to which such Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of the Exhange Shares shall be made pro rata among the holders seeking to include the Exhange Shares, in proportion to the existing shareholders or employees number of Exhange Shares sought to be included by such holders; provided, however, that Issuer shall not exclude any Exhange Shares unless Issuer has first excluded all outstanding securities the Company), then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) holders of such proposed filing which are not entitled by right to all inclusion of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of securities in such registration statement; and provided, and such Company Piggy-Back Notice also further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be required made pro rata with holders of other securities having the right to offer to include such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders securities in such registration statement. The Company Other than this piggy-back registration obligation, nothing in this Agreement shall use commercially best efforts entitle any party hereto to any claim, cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion action, remedy or right of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything kind with respect to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinion.

Piggy-Back Registration Rights. If(a) Right to Include Registrable Shares. Subject to Section 3.06, if ----------------------------------- the Issuer at any time on or prior to the first anniversary of the Expiration Time, the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement register any of its equity securities under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than (i) by a registration statement on Form S-4 or S-8 X-0, Xxxx X-0 or any successor form or similar form, (ii) pursuant to a registration statement filed solely requested pursuant to Section 3.01, (iii) in connection with a direct acquisition by the Issuer of another Person or (iv) pursuant to an exchange offeremployee share purchase plan, a business combination transaction dividend reinvestment plan or an offering of securities solely to the existing shareholders or employees similar plan of the CompanyIssuer), then the Companyin each case whether or not for sale for its own account, on it will at each such occasion, shall time give prompt written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty 30 days before prior to the anticipated filing date of the registration statement relating to such registration statementto all Holders of Registrable Shares of its intention to do so and of such Holders' rights under this Section 3.02. Any such notice shall offer all such Holders, and such Company Piggy-Back Notice also shall be required subject to offer to such Rightsholders Section 3.06, the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is registration such number of Registrable Shares as to materially and adversely affect each such Holder may request. Upon the success written request of any Holder made within 15 days after the receipt of any such offering, then notice (which request shall specify the amount number of securities Registrable Shares intended to be offered for the accounts disposed of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders Holder), the Issuer will use its best efforts to effect the registration with the Commission under the Securities Act and any related qualification or other persons compliance of all Registrable Shares which carry registration rights) the Issuer has been so requested to register, to the extent necessary required to reduce permit the total amount disposition of the Registrable Shares to be so registered; provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such securities, the Issuer shall give written notice of such determination to each Holder and, thereupon, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holder entitled to do so, to request that such registration be effected as a registration under Section 3.01, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Shares, for the same period as the delay in registering such other securities. Each Holder holding Registrable Shares requesting to be included in such offering registration may elect, in writing not less than 5 Business Days prior to the amount recommended by effective date of the registration statement filed in connection with such managing underwriter(s) registration, not to register such securities in connection with such registration; provided that any such holder may withdraw its request for inclusion at any time prior to executing the managing underwriter’s written opinionunderwriting agreement or if none, prior to the registration statement becoming effective. No registration effected under this Section 3.02 shall relieve the Issuer of its obligation to effect any registration upon request under Section 3.01. The Issuer will pay promptly all Registration Expenses in connection with each registration of Registrable Shares requested pursuant to this Section 3.02.

Piggy-Back Registration Rights. 4.1 If, at any time during the period beginning on or prior to the first anniversary day after the acceptance of the Expiration Time, this Agreement by the Company (or any successor of the Company, by merger or otherwise"Closing Date") and ending 12 months after the Closing Date the Company proposes to file a registration statement under the Securities Act with respect to an offering by the Company or any other party for its own account of any class of its equity security similar to any Registerable Securities securities (other than a registration statement on Form S-4 or S-8 (or any successor form form) or a any other registration statement relating solely to employee benefit plans or filed solely in connection with an exchange offer, a business combination transaction to which Rule 145 (or any successor provision) under the Act applies or an offering of securities solely to the Company's existing shareholders or employees of the Companyshareholders), then the Company, on Company shall in each such occasion, shall case give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of Subscriber (the Rightsholders owning Registerable Securities at least twenty days "the Holder") as soon as practicable (but no later than 20 business days) before the anticipated filing date of such registration statementdate, and such Company Piggy-Back Notice also notice shall be required to offer to such Rightsholders Holder the opportunity to register such aggregate number of Registerable Securities Shares held by Holder on such date (the "Restricted Stock") as each such Rightsholder Holder may request. Each such Rightsholder shall Holder desiring to have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders Restricted Stock included in such registration statementstatement shall so advise the Corporation in writing within 10 business days after the date on which the Company's notice is so given, setting forth the number of shares of Restricted Stock for which registration is requested. The If the Company's offering is to be an underwritten offering, the Company shall shall, subject to the further provisions of this Agreement, use commercially its reasonable best efforts to cause the managing underwriter(s) of a proposed underwritten offering underwriter or underwriters to permit the inclusion of Restricted Stock requested to be included in the Registerable Securities which were the subject of all Holder Notices registration for such offering to include in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. The right of Holder to registration pursuant to this Section 4 in connection with an underwritten offering by the Company shall, unless the Company otherwise assents, be conditioned upon Holder's participation as a seller in such underwritten offering and its execution of an underwriting agreement with the managing underwriter or underwriters selected by the Company. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i)foregoing, if the managing underwriter(s) underwriter or underwriters of such underwritten offering or any proposed underwritten offering delivers deliver a written opinion to the Rightsholders Company that either because of Registerable Securities which were (a) the subject of all Holder Notices that the total amount and kind of securities which theythat the Company, the Company Holder and any other person persons or entities intend to include in such offering is such as or (b) the size of the offering that the Company, the Holder and any other persons or entities intend to make, the success of the offering would be materially and adversely affect affected by inclusion of the success Restricted Stock requested to be included, then in the event that the size of the offering is the basis of such offeringmanaging underwriter's opinion, then the amount number of securities shares of Restricted Stock to be registered and offered for the accounts account of such Rightsholders and persons other than the Company Holder shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionunderwriter or underwriters.

Piggy-Back Registration Rights. IfIf the Issuer or (following or in connection with the Reorganization Transaction, at any time on or prior to the first anniversary of the Expiration TimeWeekly Reader), the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement under the Securities Act with respect to an initial public offering by the Company Issuer or any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing shareholders or employees of the Company), then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of Weekly Reader that includes all or any portion of the Registerable Securities Principals' Shares, then the Issuer or Weekly Reader, as the case may be, shall give written notice of such Rightsholders proposed filing to each Stockholder at least 10 days before the filing date, and such notice shall offer such Stockholder the opportunity to register such number of Shares as such Stockholder may request up to a Proportionate Amount of such Stockholder's Shares. If such offer is accepted by written notice to the Issuer or Weekly Reader, as the case may be, from such Stockholder within 5 days of the giving of the written notice provided for in such registration statement. The Company the preceding sentence, the Issuer or Weekly Reader, as the case may be, shall use commercially its reasonable best efforts to cause the managing underwriter(s) of a proposed underwritten offering underwriter or underwriters to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices Shares such Stockholder requested to be included in such underwritten offering to be included in such offering on the same terms and conditions as any similar securities the corresponding Shares of the Company Principals included therein. Notwithstanding anything ; provided that (i) if, at any time after giving written notice of its intention to register any Shares and prior to the contrary contained effective date of the registration statement filed in this subparagraph 10(b)(iconnection with such registration, the Issuer or Weekly Reader, as the case may be, shall determine for any reason not to proceed with the proposed registration, the Issuer or Weekly Reader, as the case may be, may, at its election, give written notice of such determination to each Stockholder and thereupon shall be relieved of its obligation to register any Shares in connection with such registration and (ii) each electing Stockholder must sell its Shares to underwriters who shall have been selected by the Issuer or Weekly Reader, as the case may be, on the same terms and conditions as apply to the selling Principals (including, without limitation, entering into an underwriting agreement and related documents on the same terms and conditions as apply to the selling Principals). Each electing Stockholder may elect in writing, if prior to the effective date of the registration statement filed in connection with such registration, to withdraw its request and not to have its Shares registered in connection with such registration. If the managing underwriter(sunderwriter or underwriters advise the Issuer or Weekly Reader, as the case may be, in writing that, in their opinion, (i) the number of Shares intended to be included in such registration exceeds the largest number of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities Shares which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include can be sold in such offering is without having an adverse effect on such as to materially and adversely affect offering (including, but not limited to, the success price at which such Shares can be sold) or (ii) the inclusion of the Shares in such registration would have an adverse effect on such offering, then the amount Issuer or Weekly Reader, as the case may be, will include in such registration (A) first, 100% of securities the Shares proposed to be offered for sold by the accounts of Issuer or Weekly Reader, as the case may be, and any other shareholder whose shares the Issuer or Weekly Reader, as the case may be, is obligated to include in such Rightsholders registration in priority to the Stockholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rightsB) second, to the extent necessary to reduce that the total amount number of securities Shares requested to be included in such offering registration can, in the opinion of such managing underwriter, be sold without having the adverse effect referred to above, the number of Shares which the Principals, any other stockholder whose Shares the Issuer or Weekly Reader, as the case may be, is obligated to include in such registration and the electing Stockholders have requested to be included in such registration, such amount to be allocated pro rata among the Principals, the other stockholders and the electing Stockholders on the basis of the relative number of Shares the Principals, the other stockholders and the electing Stockholders have requested for registration. The Issuer or Weekly Reader, as the case may be, may require each electing Stockholder to furnish the Issuer or Weekly Reader, as the case may be, with such information regarding such electing Stockholder and pertinent to the amount recommended by disclosure requirements relating to the registration and distribution of such managing underwriter(selecting Stockholder's Shares as the Issuer or Weekly Reader, as the case may be, may from time to time reasonably request in writing. The Issuer or Weekly Reader, as the case may be, shall pay all Registration Expenses in connection with registration of Shares subject to this Section 6. Each electing Stockholder shall pay all (x) underwriting discounts and commissions and transfer taxes, if any, (y) internal administrative and similar costs of such electing Stockholder and (z) fees and disbursements of counsel for such electing Stockholder, in each case relating to the managing underwriter’s written opinionregistration, sale or disposition of such electing Stockholder's Shares pursuant to a registration statement effected pursuant to this Section 6.

Piggy-Back Registration Rights. If, at any time on or prior to the first anniversary expiration of the Expiration TimeExercise Period, the Company (or any successor of the Company, by merger or otherwise) proposes shall determine to file with the SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act with respect to an offering by the Company or any other party of any class of its equity security similar to any Registerable Securities securities (other than a registration statement on Form S-4 or Form S-8 or any successor form or a registration statement filed their then equivalents relating to equity securities to be issued solely in connection with an exchange offerany acquisition of any entity or business or equity securities issuable in connection with stock option or other bona fide, a business combination transaction or an offering of securities solely employee benefit plans), the Company shall send to the existing shareholders or employees of the Company), then the Company, on each such occasion, shall give Holder written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of determination and, if within fifteen (15) days after the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date receipt of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Companynotice, the inclusion of Holder shall so request in writing, the Company shall include in such Registration Statement all or any portion part of the Registerable Securities shares of such Rightsholders Common Stock issuable upon exercise of this Warrant that the Holder requests to be registered, except that if, in such registration statement. The connection with any underwritten public offering for the account of the Company shall use commercially best efforts to cause the managing underwriter(s) thereof shall impose a limitation on the number of a proposed shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Holder has requested inclusion hereunder as the underwriter shall permit. If an offering in connection with which the Holder is entitled to registration hereunder is an underwritten offering, then the Holder whose shares of Common Stock issuable upon exercise of this Warrant are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such shares in an underwritten offering using the same underwriter or underwriters and, subject to permit the inclusion provisions of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering this Warrant, on the same terms and conditions as any similar securities other shares of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be Common Stock included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionunderwritten offering.

Piggy-Back Registration Rights. If(i) The Company covenants and agrees with the Lenders and any subsequent holders of Registrable Securities that, at any time on or prior to in the first anniversary of the Expiration Time, event the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement under the Securities Act with respect to the offering of Common Stock in an underwritten offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than in connection with an exchange offer or a registration statement on Form S-4 or S-8 or any successor form or a other similar registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of statements not available to register securities solely so requested to the existing shareholders or employees of the Companybe included), then the Company, on Company shall in each such occasion, shall case give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all the holders of the Rightsholders owning Registerable Registrable Securities in each case at least twenty 30 days before the anticipated initial filing date of such registration statement, and such Company Piggy-Back Notice also notice shall be required to offer to such Rightsholders holders the opportunity (subject to register Section 15(b)(ii)) to include in such aggregate registration statement such number of Registerable Registrable Securities as each such Rightsholder they may request. Each Holders desiring inclusion of Registrable Securities in such Rightsholder registration statement shall have so inform the rightCompany by written notice, exercisable for the fifteen given within 20 days immediately following of the giving of a such notice by the Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to in accordance with the Company, the inclusion provisions of all or any portion of the Registerable Securities of such Rightsholders in such registration statementSection 20 hereof. The Company shall use commercially best reasonable efforts to include, or cause the managing underwriter(s) underwriter of a proposed underwritten offering to permit include, the inclusion of Registrable Securities requested to be included in the Registerable Securities which were the subject of all Holder Notices in such underwritten proposed offering on the same terms and conditions as applicable to any similar securities of the Company Company, if any, included therein. Notwithstanding anything ; provided, however, that the Company may, in its sole discretion, determine not to the contrary contained in this subparagraph 10(b)(i), file such registration statement or withdraw such registration statement (if the managing underwriter(sfiled) and abandon any proposed offering by giving notice of such underwritten offering or any proposed underwritten offering delivers a written opinion intention to the Rightsholders each participating holder of Registerable Securities Registrable Securities, in which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than event the Company shall be eliminated or reduced pro rata (based relieved of its obligation to register any Registrable Securities pursuant to such registration. The right of any holder of Registrable Securities to participate in any piggyback registration shall be conditioned on the amount inclusion in the underwriting of securities owned by those of such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities holder's Registrable Securities to be included in the underwriting. The Company shall (together with all participating holders of Registrable Securities) enter into an underwriting agreement in customary form with the representative of the underwriters. The Company shall continuously maintain in effect any registration statement with respect to which the Registrable Securities have been requested to be included (and so included) for a period ending on the earlier of (x) 90 days after the effectiveness of such offering registration statement or (y) the consummation of the distribution by the holders of the Registrable Securities ("Piggy-back Termination Date"); provided, however, that if at the Piggy-back Termination Date the Registrable Securities are covered by a registration statement which is, or is required to remain, in effect beyond the Piggy-back Termination Date, the Company shall maintain in effect the registration statement as it relates to the amount recommended Registrable Securities for so long as such registration statement remains or is required to remain in effect for any of such other securities. All expenses of such registration shall be borne by the Company, except that brokers' commissions and underwriting discounts, commissions, fees and expenses attributable to the Registrable Securities and fees and distributions of counsel (if any) to the holders requesting that the Registrable Securities be offered will be borne by such managing underwriter(s) in the managing underwriter’s written opinionholders requesting that such securities be offered.

Piggy-Back Registration Rights. IfFrom and after the Signing Closing Date and until eighteen (18) months after the Signing Closing Date, if the Company contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement covering any of its securities, the Company shall at each such time give prompt written notice to Holder of its intention to do so and of the registration rights granted under this Agreement. Upon the written request of Hxxxxx made within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holder and the intended method of disposition thereof), the Company shall, at its sole cost and expense, use its best efforts to effect the registration of all Registrable Securities which the Company has been so requested to register by Holder, to the extent requisite to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities by Holder, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Company proposes to register; provided, that if the Company is unable to register the full amount of Registrable Securities in an “at the market offering” under SEC rules and regulations due to the high percentage of the Company’s Common Stock the Registrable Securities represents (giving effect to all other securities being registered in the Registration Statement), then the Company may reduce, on a pro rata basis, the amount of Registrable Securities subject to the Registration Statement to a lesser amount which equals the maximum number of Registrable Securities that the Company is permitted to register in an “at the market offering”; and provided, further, that if, at any time on or after giving written notice of its intention to register any Registrable Securities and prior to the first anniversary effective date of the Expiration TimeRegistration Statement filed in connection with such registration, the Company (shall determine for any reason either not to register or any successor to delay registration of the Companysuch Registrable Securities, by merger or otherwise) proposes to file a registration statement under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offermay, a business combination transaction or an offering of securities solely to the existing shareholders or employees of the Company)at its election, then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing determination to all of Holder and, thereupon, (i) in the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving case of a Company Piggy-Back Noticedetermination not to register, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata relieved of its obligation to register any Registrable Securities in connection with such registration (based on but not from its obligation to pay the amount expenses of securities owned by such Rightsholders registration in connection therewith), and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s(ii) in the managing underwriter’s written opinioncase of a determination to delay registering such Registrable Securities, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. If Holder shall have transferred all or part of its Registrable Securities, then for purposes of this Section, the term “Holder” shall reference Holder and/or such transferee(s).

Piggy-Back Registration Rights. If, at The Company covenants and agrees with the Representatives and any time on or prior to the first anniversary subsequent Holders of the Expiration TimeWarrant and/or Warrant Shares that, in the event the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction non-cash offer or an offering of securities solely to a registration statement on Form X-0, Xxxx X-0 or other unsuitable registration statement form) which becomes or which the existing shareholders Company believes will become effective on or employees of after the Company)Initial Exercise Date and on or before the Expiration Date, then the Company, on Company shall in each such occasion, shall case give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all the Holders of the Rightsholders owning Registerable Securities Warrant and/or Warrant Shares at least twenty 15 days before the anticipated proposed filing date of and, by such registration statementnotice, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders Holders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders include in such registration statementstatement such as they may request in writing. The Company shall use commercially best efforts to permit, or shall cause the managing underwriter(s) underwriter of a proposed underwritten offering to permit permit, the inclusion Holders from whom such written requests have been received to include such number of Warrant Shares (the Registerable Securities which were "Piggy-back Shares") in the subject of all Holder Notices in such underwritten proposed offering on the same terms and conditions as any similar applicable to securities of the Company included therein. Notwithstanding anything therein or as applicable to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) securities of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company and the Holders of Piggy-back Shares if the securities of any such person are included therein; PROVIDED, HOWEVER, that the Company shall not be required to honor any such request that is received more than 15 days after the proper giving of the Company's notice or after the Expiration Date. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that it believes that the distribution of all or a portion of the Piggy-back Shares requested to be included in the registration statement concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company for its own account, then the Holders of such Piggy-back Shares shall delay their offering and sale of Piggyback Shares (or the portion thereof so designated by such managing underwriter) for such period, not to exceed 180 days, as the managing underwriter shall request, provided that no such delay shall be eliminated required as to Piggy-back Shares if any securities of the Company are included in such registration statement for the account of any person other than the Company and the Holders of Piggy-back Shares. In the event of such delay, the Company shall file such supplements, post-effective amendments or reduced pro rata separate registration statement, and shall use reasonable best efforts to permit such Holders to make their proposed offering and sale for a period of 90 days immediately following the end of such period of delay (based on "Piggy-back Termination Date"); PROVIDED, HOWEVER, that if at the amount of securities owned Piggy-back Termination Date the Piggy-back Shares are covered by such Rightsholders and other persons a registration statement which carry is, or required to remain, in effect beyond the Piggy-back Termination Date, the Company shall maintain in effect the registration rights) statement as it relates to the extent necessary Piggy-back Shares for so long as such registration statement remains or is required to reduce remain in effect for any of such other securities. All expenses of registration and sale pursuant to this Section 13.2, exclusive of any underwriting commissions or discounts, non-accountable expense allowances or costs of separate counsel for the total amount Holders, shall be borne by the Company. The Company shall be obligated pursuant to this Section 13.2 to include in the piggy-back offering Warrant Shares that have not yet been purchased by a Holder so long as such Holder submits an undertaking to the Company that such Holder intends to exercise the Warrant for at least the number of securities Warrant Shares to be included in such piggy-back offering prior to the amount recommended by consummation of such managing underwriter(s) in piggy-back offering. If the managing underwriter’s Company decides not to proceed with the piggy-back offering, the Company will have no obligation to proceed with the offering of the Piggy-back Shares, unless the Holders from whom such written opinionrequests have been received otherwise comply with the provisions of Section 13.1 hereof (without regard to the 60 days' written request required thereby).

Piggy-Back Registration Rights. If, If at any time during the six-month period following the Closing Date there is not an effective registration statement (other than on Form S-4 or prior to Form S-8, each as promulgated under the first anniversary Securities Act) covering any of the Expiration TimeCompany’s shares, the Company (or any successor of Shareholder may determine to prepare and file with the Company, by merger or otherwise) proposes to file SEC a registration statement relating to an offering for her own account under the Securities Act with respect to an offering by the Company or any other party of any class of her equity security similar securities, relating to any Registerable Securities (other than a registration statement on Form S-4 Shareholder’s securities issued or S-8 or any successor form or a registration statement filed solely to be issued in connection with an exchange offer, a this Agreement. Further any acquisition of any entity or business combination transaction or an offering of equity securities solely to the existing shareholders issuable in connection with stock option or employees of the Company)other employee benefit plans, then the Company, on each such occasion, Company shall give send to Shareholder written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty determination and, if within fifteen days before the anticipated filing date after receipt of such registration statementnotice, Shareholder shall so request in writing, and Company shall include in such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of registration statement all or any portion of the Registerable Securities part of such Rightsholders the Shareholder Shares such holder requests to be registered. If, in such registration statement. The connection with any underwritten offering for the account of Company shall use commercially best efforts to cause the managing underwriter(s) thereof shall impose a limitation on the number of a proposed underwritten offering to permit shares of Common Stock which may be included in the inclusion of the Registerable Securities which were the subject of all Holder Notices registration statement because, in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything underwriter(s)' judgment, such limitation is necessary to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind effect an orderly public distribution of securities which theycovered thereby, the then Company and any other person intend shall be obligated to include in such offering is registration statement only such limited portion of Shareholder Shares for which Shareholder has requested inclusion hereunder as such underwriter(s) shall permit. Other than this piggy-back registration obligation, nothing in this Agreement shall entitle any party hereto to materially and adversely affect any claim, cause of action, remedy or right of any kind with respect to the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinion.

Piggy-Back Registration Rights. If, If at any time on or prior to the first third anniversary of the Expiration TimeIssue Date hereof, the Company (proposes or any successor of the Company, by merger or otherwise) proposes is required to file a registration statement under the Securities Act with respect to an offering by the Company registering any shares of Common Stock or any other party of any class of equity security similar to any Registerable Securities securities convertible into or exchangeable for Common Stock (other than a registration statement on Form S-4 or S-8 Form S-8, or any successor form or a such other forms as the U.S. Securities and Exchange Commission may hereafter promulgate for registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing shareholders in transactions for which Form S-4 or employees Form S-8 may be used as of the Companydate hereof), then whether or not for its own account, the Company, on each such occasion, Company shall give written notice (eachto the Holder of its intention to do so as soon as practicable, a “Company Piggy-Back Notice”) of such proposed filing and in no event less than 20 business days prior to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also . Such notice shall be required to offer to such Rightsholders the Holder the opportunity to register such aggregate number of Registerable Securities shares of Common Stock as each the Holder has acquired upon the exercise hereof. Upon written request by the Holder within 10 business days after receipt of such Rightsholder may request. Each notice, the Company shall use its commercially reasonable efforts to include in the securities to be registered by such Rightsholder registration statement all shares of Common Stock, acquired by the Holder upon the exercise hereof, that the Holder indicates in such notice that the Holder desires to sell, subject to the following terms and conditions: (a) if such registration statement is for a prospective underwritten offering, the Holder shall have agree to (i) enter into an underwriting agreement, if required, in customary form with the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, underwriter or underwriters selected by written notice (each, a “Holder Notice”) to the Company, and (ii) sell the inclusion of all or any portion of Holder's securities, if the Registerable Securities of such Rightsholders in Company so requests, on the same basis and upon the same terms as the other securities covered by such registration statement. The Company shall use commercially best efforts , and PROVIDED that if the number of shares of Common Stock proposed to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices be registered in such underwritten offering on exceeds the same terms and conditions as any similar securities amount of shares which the Company included therein. Notwithstanding anything to underwriters reasonably believe is compatible with the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) success of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to would otherwise materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall so advise all holders (including the Holder) of Common Stock which would otherwise be eliminated or reduced pro rata (based on registered, and the amount number of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount shares of securities to Common Stock that may be included in the underwriting shall be reduced as required by the underwriter(s), such offering reduction to be allocated among the holders (including the Holder) of Common Stock on a pro rata basis according to the amount recommended number of shares of Common Stock requested by such managing holders (including the Holder) to be registered and offered; and (b) the Company may withdraw any such registration statement before it becomes effective or postpone the offering of securities contemplated by such registration statement without any obligation to the Holder or any other holder. The Company shall have exclusive control over the preparation and filing of any registration statement proposed to be filed under this Section 6 as well as any amendments and supplements thereto and the withdrawal or revocation thereof. The Company's obligations pursuant to this Section 6 are subject to the Holder's cooperation with respect to any such proposed registration, including but not limited to the provision of such information as may reasonably be requested by the Company, the underwriter(s) or any other authorized parties and the execution and delivery of such agreements (including indemnification and contribution agreements), instruments and documents as may be reasonably requested thereby, and the Holder's compliance with all applicable laws. The Company shall pay all reasonable expenses incurred in connection with the managing underwriter’s registration contemplated hereby, including without limitation registration and filing fees, printing expenses, and fees and expenses of counsel for the Company. Notwithstanding the foregoing, underwriting discounts and commissions and transfer taxes relating to the Holder's registered securities included in any registration hereunder, and all fees and expenses for counsel to the Holder, shall be borne and paid by the Holder. The registration rights and other rights granted in this Section 6 are not assignable, in whole or in part, without the prior written opinionconsent of the Company.

Piggy-Back Registration Rights. If, If Xxxxxx at any time on or prior to the first anniversary of the Expiration Time, the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement under the Securities Act with respect to an offering by the Company or covering any other party of any class of equity security similar to any Registerable Securities (its securities other than a registration statement on Form S-4 or S-8 Form S-8, or any successor form or a similar forms, whether or not for sale or its own account, it will each such time give prompt written notice to the Company of its intention to do so and of such holders' rights under this Section of the Agreement. Upon the written request of the Company within 30 days after the receipt of any such notice (which request shall specify the Xxxxxx Stock intended to be disposed of by such holder and the intended method of disposition thereof), Xxxxxx will use its best efforts to effect the registration under the Securities Act of all the Xxxxxx Stock which Xxxxxx has been so requested to register by the holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Xxxxxx Stock so to be registered, by inclusion of such Xxxxxx Stock in the registration statement which covers the securities which Xxxxxx proposes to register; provided, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed solely in connection with an exchange offersuch registration, a business combination transaction Xxxxxx shall determine for any reason either not to register or an offering to delay registration of securities solely to the existing shareholders or employees of the Company)such securities, then the CompanyXxxxxx may, on each such occasionat its election, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing determination to all each holder of Xxxxxx Stock and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of Xxxxxx Stock in connection with such registration statement(but not from its obligation to pay the Registration Expenses in connection therewith), and such Company Piggy-Back Notice also (ii) in the case of a determination to delay registering, shall be required permitted to offer to such Rightsholders delay registering any of the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the rightXxxxxx Stock, exercisable for the fifteen days immediately following same period as the giving delay in registering such other securities. Xxxxxx will pay all Registration Expenses incurred by the holders of the Xxxxxx Stock in connection with each registration of Xxxxxx Stock requested pursuant to this Section. If (i) a Company Piggy-Back Noticeregistration pursuant to this Section involves an underwritten offering of the securities being registered, whether or not for sale for the account of Xxxxxx, to requestbe distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, by written notice and (each, a “Holder Notice”ii) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) underwriter of such underwritten offering or any proposed underwritten offering delivers a written opinion to shall inform Xxxxxx and holders of the Rightsholders Xxxxxx Stock Securities requesting such registration by letter of Registerable Securities which were its belief that the subject distribution of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success or a specified number of such offeringXxxxxx Stock concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Xxxxxx Stock which may be distributed without such effect), then the amount of securities Xxxxxx may, upon written notice to be offered for the accounts all holders of such Rightsholders and persons other than the Company shall be eliminated or reduced Xxxxxx Stock, reduce pro rata (based on the amount of securities owned by such Rightsholders if and other persons which carry registration rights) to the extent stated by such managing underwriter to be necessary to reduce eliminate such effect) the total amount number of such Xxxxxx Stock and securities proposed to be sold by any person other than Xxxxxx the registration of which shall have been requested by each holder of the Xxxxxx Stock and each person other than Xxxxxx so that the resultant aggregate number of such Xxxxxx Stock so included in such offering registration shall be equal to the amount recommended by number of shares stated in such managing underwriter(s) in the managing underwriter’s written opinion's letter.

Piggy-Back Registration Rights. IfIn addition, if at any time on commencing after the date hereof and expiring seven years after the date hereof, the Company shall prepare and file one or more registration statements under the Act (other than pursuant to Form S-8, S-4 or a comparable registration statement), the Company will include in any such registration statement such information as is required, and such number of shares of Common Stock held by, or shares of Common Stock underlying outstanding Warrants held by, the Holder hereof or their respective designees or transferees as may be requested by them, to permit a public offering of the Warrant Shares so requested. In the event of such a proposed registration, the Company shall furnish the then Holders with not less than 30 days written notice prior to the first anniversary of the Expiration Time, the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing shareholders or employees of the Company), then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number filing of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially its best efforts to cause ensure that such registration statement is declared effective and remains effective until such time as all of the shares have been registered or may be sold without registration under the Act or applicable state securities laws and regulations, and without limitation as to volume, pursuant to Rule 144 of the Act. The Holders shall be entitled to exercise the rights provided for in this Section 12.2 by giving written notice to the Company, within 20 days of receipt of the Company's notice of its intention to file a registration statement. Notwithstanding the provisions of this Section 12.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 12.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such Proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof. Notwithstanding the foregoing, if, in the written opinion of the Company's managing underwriter(s) of a proposed underwritten offering to permit underwriter, if any, for such offering, the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities or a portion of the Company included therein. Notwithstanding anything securities requested to be registered, when added to the contrary contained in this subparagraph 10(b)(i)securities being registered by the Company, if will exceed the managing underwriter(s) maximum amount of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of Company's securities which theycan be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially adversely affecting the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such entire offering, then the amount Company may, on a pro-rata basis, exclude from such offering all or a portion of the securities which it has been requested to register. The registration rights provided in Sections 12.1 and 12.2 shall be inapplicable and of no force or benefit (i) when the Warrant Shares have been effectively registered under the Act and disposed of pursuant thereto; (ii) registration under the Act is no longer required for subsequent public distribution of such security pursuant to Rule 144 under the Act (or any successor provision) or (iii) the Warrant or Warrant Shares cease to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionoutstanding.

Piggy-Back Registration Rights. IfFrom and after the Signing Closing Date and until eighteen (18) months after the Signing Closing Date, if the Company contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement covering any of its securities, the Company shall at each such time give prompt written notice to Buyer of its intention to do so and of the registration rights granted under this Agreement. Upon the written request of Buyer made within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Buyer and the intended method of disposition thereof), the Company shall, at its sole cost and expense, use its best efforts to effect the registration of all Registrable Securities which the Company has been so requested to register by Buyer, to the extent requisite to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities by Buyer, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Company proposes to register; provided, that if the Company is unable to register the full amount of Registrable Securities in an “at the market offering” under SEC rules and regulations due to the high percentage of the Company’s Common Stock the Registrable Securities represents (giving effect to all other securities being registered in the Registration Statement), then the Company may reduce, on a pro rata basis, the amount of Registrable Securities subject to the Registration Statement to a lesser amount which equals the maximum number of Registrable Securities that the Company is permitted to register in an “at the market offering”; and provided, further, that if, at any time on or after giving written notice of its intention to register any Registrable Securities and prior to the first anniversary effective date of the Expiration TimeRegistration Statement filed in connection with such registration, the Company (shall determine for any reason either not to register or any successor to delay registration of the Companysuch Registrable Securities, by merger or otherwise) proposes to file a registration statement under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offermay, a business combination transaction or an offering of securities solely to the existing shareholders or employees of the Company)at its election, then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing determination to all of Buyer and, thereupon, (i) in the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving case of a Company Piggy-Back Noticedetermination not to register, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata relieved of its obligation to register any Registrable Securities in connection with such registration (based on but not from its obligation to pay the amount expenses of securities owned by such Rightsholders registration in connection therewith), and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s(ii) in the managing underwriter’s written opinioncase of a determination to delay registering such Registrable Securities, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. If Buyer shall have transferred all or part of its Registrable Securities, then for purposes of this Section, the term “Buyer” shall reference Buyer and/or such transferee(s).

Piggy-Back Registration Rights. IfThe Company covenants and agrees with Crane that, at any time on or prior to in the first anniversary of the Expiration Time, event the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement under the Securities Act with respect to an a firm commitment offering by the Company or any other party of any class of equity security similar to any Registerable Securities Common Stock (other than in connection with an exchange offer or a registration statement on Form S-4 or S-8 or any successor form or a other similar registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of statements not available to register securities solely so requested to the existing shareholders or employees of the Companybe included), then the Company, on Company shall in each such occasion, shall case give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities Crane at least twenty 30 days before the earlier of the anticipated or the actual effective date of the registration statement and at least ten days before the initial filing date of such registration statement, statement and such Company Piggy-Back Notice also notice shall be required to offer to such Rightsholders holders the opportunity to register include in such aggregate registration statement such number of Registerable shares of the Registrable Securities (the APiggyback Securities@) as each such Rightsholder they may request. Each Holders desiring inclusion of Piggy-back Securities in such Rightsholder registration statement shall have so inform the rightCompany by written notice, exercisable for the fifteen given within ten days immediately following of the giving of a Company Piggy-Back Notice, to request, such notice by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to permit, or shall cause the managing underwriter(s) underwriter of a proposed underwritten offering to permit permit, the inclusion holders of Piggy-back Securities requested to be included in the Registerable Securities which were registration to include such securities in the subject of all Holder Notices in such underwritten proposed offering on the same terms and conditions as any similar applicable to securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i)Company, if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which theyany, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered included therein for the accounts account of such Rightsholders and persons any person other than the Company and the holders. Notwithstanding the foregoing, if any such managing underwriter shall be eliminated or reduced pro rata (based on advise the amount Company in writing that, in its opinion, the distribution of securities owned by such Rightsholders and other persons which carry registration rights) to holders thereof, including all or a portion of the extent necessary to reduce the total amount of securities Piggy-back Securities, requested to be included in the registration concurrently with the securities being registered by the Company, would materially adversely affect the distribution of such securities by the Company for its own account, then the holders of the Registrable Securities shall delay their offering to and sale of the amount recommended Registrable Securities (or the portions thereof so designated by such managing underwriter(sunderwriter) in for such period, not to exceed 120 days, as the managing underwriter’s written opinionunderwriter shall request, provided that if any other securities are included in such registration statement for the account of any person other than the Company and the holders of Piggy-back Securities, then such securities, including the Piggy-back Securities, so included shall be apportioned among holders who wish to be included therein pro rata according to amounts so requested to be included by each such person. No such delay shall in any event impair any right granted hereunder to make subsequent requests for inclusion pursuant to the terms of this Section 2. The Company shall continuously maintain in effect any registration statement with respect to which the Piggy-back Securities have been requested to be included (and so included) for a period of not less than 180 days after the effectiveness of such registration statement (APiggy-back Termination Date@); provided, however, that if at the Piggy-back Termination Date the Piggy-back Securities are covered by a registration statement which is, or is required to remain, in effect beyond the Piggy-back Termination Date, the Company shall maintain in effect the registration statement as it relates to the Piggy-back Securities for so long as such registration statement remains or is required to remain in effect for any of such other securities. All expenses of such registration shall be borne by the Company, except that underwriting commissions and expenses attributable to the Piggy-back Securities and fees and distributions of counsel and other advisors (if any) to the holders requesting that the Piggy-back Securities be offered will be borne by such holders.

Piggy-Back Registration Rights. If, If at any time on or prior to the first anniversary of the Expiration Timehereafter, the Company (shall prepare and file one or any successor more registration statements under the 1933 Act, with respect to a public offering of equity or debt securities of the Company, or of any such securities of the Company held by merger its security holders, other than registration statements on forms S-4 or otherwise) proposes to file a S-8 (or their successor forms), the Company will include in any such registration statement under such information as is required, and such number of Registrable Securities held by the Participating Holders thereof as may be requested by them, to permit a public offering of the Registrable Securities Act with respect so requested; provided, however, that in the case of an underwritten offering, if, in the written opinion of the Company's or, if pursuant to an offering a demand registration by selling security holders, such selling holder’s, managing underwriter for such offering, the inclusion of the Registrable Securities requested to be registered, when added to the securities being registered by the Company or any other party of any class of equity selling security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offerholder(s), a business combination transaction or an offering of securities solely to would exceed the existing shareholders or employees maximum amount of the Company)'s securities that can be marketed without otherwise materially and adversely affecting the entire offering, then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of managing underwriter may exclude from such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any offering that portion of the Registerable Registrable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts requested to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i)be so registered, if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices so that the total amount and kind number of securities which theyto be registered is within the maximum number of shares that, in the Company and any other person intend to include in such offering is such as to opinion of the managing underwriter, may be marketed without otherwise materially and adversely affect the success entire offering, provided that at least a pro rata amount of the securities that otherwise were proposed to be registered for other stockholders (but not the Company and other than with respect to securities registered pursuant to demand registration rights if such securities are otherwise included in the underwriting) is also excluded. In the event of such offeringa proposed registration, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata furnish the then registered holders of Registrable Securities with not less than twenty (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights20) days' written notice prior to the extent necessary to reduce the total amount proposed date of securities filing of such registration statement. Such notice shall continue to be included in given by the Company to registered holders of Registrable Securities, with respect to subsequent registration statements filed by the Purchaser, until such offering time as all of the Registrable Securities have been registered or may be sold without registration under the Act or applicable state securities laws and regulations, and without limitation as to volume pursuant to Rule 144 of the 1933 Act. The holders of Registrable Securities shall exercise the rights provided for herein by giving written notice to the amount recommended by such managing underwriter(sCompany, within fifteen (15) in days of receipt of the managing underwriter’s written opinionCompany's notice of its intention to file a registration statement. In the event the offering involves an underwritten offering, the Participating Holders shall also execute, and be a party to, the underwriting agreement of the Company or other selling security holders.

Piggy-Back Registration Rights. If, (a) If at any time on or prior when there is not an effective registration statement covering the Registrable Securities pursuant to the first anniversary of the Expiration Timethis Agreement, the Company shall determine to prepare and file with the Securities and Exchange Commission (or any successor of the Company, by merger or otherwise“Commission”) proposes to file a registration statement (other than the registration statement on Form S-1 (File No. 333-174481) currently pending with the Commission) relating to an offering for its own account or the account of others under the Securities Act with respect to an offering by the Company or any other party of any class of its equity security similar to any Registerable Securities (securities, other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or any successor form or a registration statement filed their then equivalents relating to equity securities to be issued solely in connection with an exchange offerany acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, a business combination transaction or an offering of securities solely the Company shall send to the existing shareholders Holder of Registrable Securities written notice of such determination and, if within twenty (20) days after receipt of such notice, or employees within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the Company), then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, the Holder shall so request in writing (which request shall specify the Registrable Securities intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company Piggy-Back Notice also shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be required to offer to such Rightsholders the opportunity relieved of its obligation to register any Registrable Securities in connection with such aggregate number registration, and (ii) in the case of Registerable a determination to delay registering, shall be permitted to delay registering any Registrable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable being registered pursuant to this Section 1(a) for the fifteen days immediately following same period as the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of delay in registering such Rightsholders in such registration statementother securities. The Company shall use commercially best efforts include in such registration statement all or any part of such Registrable Securities the Holder requests to cause be registered; provided, however, that the managing underwriter(sCompany shall not be required to register any Registrable Securities pursuant to this Section 1(a) of a proposed underwritten offering that are eligible for sale pursuant to permit the inclusion Rule 144 of the Registerable Securities which were Act without volume limitations or restrictions. In the subject case of all Holder Notices in such an underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i)public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Registrable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to would materially and adversely affect the success offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of such offeringfewer or none of the Registrable Securities of the Holder, then (x) the amount number of securities to Registrable Securities of the Holder included in such registration statement shall be offered for the accounts of such Rightsholders and persons other than reduced, if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Holder shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to registration statement, if the amount recommended by such managing Company after consultation with the underwriter(s) in recommends the managing underwriter’s written opinioninclusion of none of such Registrable Securities; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be offered by the Holder than the fraction of similar reductions imposed on such other persons or entities (other than the Company).

Piggy-Back Registration Rights. If, at any time on or prior to In the first anniversary of the Expiration Time, the Company (or any successor of the Company, by merger or otherwise) event AIG proposes to file a registration statement under the Securities Act with respect to an offering by the Company or any other party shares of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing shareholders or employees capital stock of the Company)AIG on any form, then the Company, on each such occasion, AIG shall give written notice (eachof its intention to file a registration statement to Xxxxxxxx no later than such notice is given to any other shareholder in AIG, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities and in any event at least twenty forty-five (45) days before the anticipated filing date of such registration statementdate, and such Company Piggy-Back Notice also notice shall be required to offer to such Rightsholders Xxxxxxxx the opportunity to register include in such aggregate registration statement the number of Registerable Securities as each such Rightsholder shares (which may be all shares of Xxxxxxxx) that Xxxxxxxx may request. Each such Rightsholder If Xxxxxxxx desires to exercise its rights provided for hereunder, it shall have the right, exercisable for the fifteen give notice to that effect to AIG within thirty (30) days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion after its receipt of the Registerable Securities notice of such Rightsholders in such registration statementfrom AIG. The Company AIG shall use commercially best efforts to cause the managing underwriter(s) underwriter of a the proposed underwritten offering to permit the inclusion offer all of the Registerable Securities which were the subject Xxxxxxxx'x shares of all Holder Notices in such underwritten offering AIG on the same terms and conditions as any similar securities of the Company other shares to be included therein. Notwithstanding anything , unless any such managing underwriter shall determine, in good faith and by written notice to the contrary contained in this subparagraph 10(b)(i)AIG, if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion Xxxxxxxx and each other shareholder proposing to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include offer shares in such offering is that the distribution of the Shares requested by AIG, Xxxxxxxx and such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rightsshareholder(s) to the extent necessary to reduce the total amount of securities to be included in the registration would have an adverse economic effect on the distribution of such offering shares by AIG, then AIG shall only be obligated to the amount recommended register AIG shares proposed for registration by such managing underwriter(s) Xxxxxxxx on a pro rata basis, based on ownership, with those shares registered for other shareholders in AIG, and if the managing underwriter’s written opinionunderwriter recommends exclusion of less than all of the AIG shares sought to be registered by Xxxxxxxx, then the number of AIG shares permitted to be registered by the managing underwriter shall be registered. In no event shall Xxxxxxxx be required to forgo the registration of AIG shares in connection with any proposed offering including more than a de minimus number of shares by AIG's directors or officers.

Piggy-Back Registration Rights. IfFrom and after the Signing Closing Date and until the earlier of (i) eighteen (18) months after the Signing Closing Date or (ii) the date that the Debentures have been converted in the entirety and/or repaid in the entirety, if the Company contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement covering any of its securities (other than an offering solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form S-0, X-0 or any successor form thereto or another form not available for registering the Registrable Securities for sale to the public), the Company shall at each such time give prompt written notice to Buyer of its intention to do so and of the registration rights granted under this Agreement; provided, however, that no such registration rights shall apply to a Registration Statement filed by the Company within forty five (45) days of the Signing Closing Date with Maxim Group LLC acting as underwriter. Upon the written request of Buyer made within fifteen (15) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Buyer and the intended method of disposition thereof), the Company shall, at its sole cost and expense, use its best efforts to effect the registration of all Registrable Securities which the Company has been so requested to register Buyer, to the extent requisite to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities by Buyer, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Company proposes to register; provided, that if the Company is unable to register the full amount of Registrable Securities in an “at the market offering” under SEC rules and regulations due to the high percentage of the Company’s Common Stock the Registrable Securities represents (giving effect to all other securities being registered in the Registration Statement), then the Company may reduce, on a pro rata basis, the amount of Registrable Securities subject to the Registration Statement to a lesser amount which equals the maximum number of Registrable Securities that the Company is permitted to register in an “at the market offering”; and provided, further, that if, at any time on or after giving written notice of its intention to register any Registrable Securities and prior to the first anniversary effective date of the Expiration TimeRegistration Statement filed in connection with such registration, the Company (shall determine for any reason either not to register or any successor to delay registration of the Companysuch Registrable Securities, by merger or otherwise) proposes to file a registration statement under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offermay, a business combination transaction or an offering of securities solely to the existing shareholders or employees of the Company)at its election, then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing determination to all of the Rightsholders owning Registerable Securities at least twenty days before Buyer and, thereupon, (i) in the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving case of a Company Piggy-Back Noticedetermination not to register, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata relieved of its obligation to register any Registrable Securities in connection with such registration (based on but not from its obligation to pay the amount expenses of securities owned by such Rightsholders registration in connection therewith), and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s(ii) in the managing underwriter’s written opinioncase of a determination to delay registering such Registrable Securities, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. If Buyer shall have transferred all or part of its Registrable Securities, then for purposes of this Section, the term “Buyer” shall reference Buyer and/or such transferee(s).

Piggy-Back Registration Rights. If, If at any time on or prior Purchaser shall determine to the first anniversary register (including pursuant to a demand of the Expiration Time, the Company (or any successor person exercising its registration rights hereunder) any of the Company, by merger or otherwise) proposes to file a registration statement its securities under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (Act, other than a registration statement on Form S-8 or Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offerthe then equivalent forms, a business combination transaction or an offering it shall promptly send to each holder of securities solely to the existing shareholders or employees of the Company), then the Company, on each such occasion, shall give Payment Shares written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty determination and, if within 30 days before the anticipated filing date after receipt of such registration statementnotice, and such Company Piggy-Back Notice also any holders of Payment Shares shall be required request in writing, Purchaser shall use its reasonable best efforts to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders include in such registration statement. The Company shall use commercially best efforts statement the Payment Shares so requested to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering be registered on the same terms and conditions as any similar securities of the Company Purchaser included therein. Notwithstanding anything , and to effect, as promptly as possible, the registration of such Payment Shares under the Act, subject, however, to the contrary contained other provisions of this Article 3. If a managing underwriter is participating in a registration described in this subparagraph 10(b)(i), if Section 3.2 and advises Purchaser in writing that marketing factors require a limitation on the managing underwriter(s) number of such underwritten offering or Payment Shares to be included in any proposed underwritten offering delivers a written opinion registration statement filed pursuant to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offeringthis Section 3.2, then such Payment Shares may be omitted from the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) statement to the extent necessary to reduce consummate the total amount offering on terms reasonably acceptable to Purchaser and the managing underwriter, and Purchaser shall so advise the holders of Purchaser Stock who requested registration; provided, that, Payment Shares requested to be registered by the Stockholders (if any) shall be omitted or excluded from the registration statement before any securities to be registered by Purchaser may be so omitted or excluded. If some, but not all, of the Payment Shares that the Stockholders desire to sell exceeds the number of Payment Shares acceptable by the managing underwriter, then the number of Payment Shares that may be included in the registration and underwriting shall be allocated among all such Stockholders in proportion, as nearly as practicable, to the respective amounts of Payment Shares which they had requested to be included in such offering to registration at the amount recommended by such managing underwriter(s) in time of filing the managing underwriter’s written opinionregistration statement.

Piggy-Back Registration Rights. If, If at any time on or prior to commencing after January 1, 2001 until the first anniversary expiration of the Expiration TimeOption (the "Registration Period"), vFinxxxx.xxx, Xxc. (the Company (or any successor of the "Company, by merger or otherwise") proposes to file a registration statement register any of securities under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than registration of a stock option, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or dividend investment plan, a registration statement on Form S-4 of stock proposed to be issued in exchange for securities or S-8 assets of, or any successor form in connection with the merger or consolidation with, another person or entity , or a registration statement filed solely of stock proposed to be issued in connection with an exchange offerfor securities of such other person or entity), a business combination transaction or an offering of securities solely the Company shall give prompt written notice thereof to the existing shareholders or employees Holder and, upon the written request made within ten (10) days after the Holder and, upon receipt of such notice, the Company shall use its best efforts to effect as part of such registration the registration under the Securities Act of that number of the Option shares ("Option Shares") which the Holder requests the Company to register, provided that if the registration relates to a firm commitment, underwritten public offering, the managing underwriter of the Company)'s public offering, then the Company, on each such occasionif any, shall give written notice (each, a “Company Piggy-Back Notice”) be of the opinion that the inclusion in such registration of such proposed filing to number of Option Shares will not interfere with the successful marketing of all of the Rightsholders owning Registerable Securities at least twenty days before Company's securities being registered. If the anticipated filing date managing underwriter, if any, reasonably requests the Holder to reduce in whole or in part the number of Option Shares sought or be registered by the Holder, the Holder shall comply with the request of the managing underwriter. In any underwritten offering, the Holder shall sell the Option Shares registered as part of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion underwriters of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as apply to the Company. In connection with any similar securities registration pursuant to this Section (a), the Holder shall provide the Company with such information regarding the Holder and the distribution of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, Option Shares as the Company and any other person intend the managing underwriter shall reasonably request for use in the registration statement relating to include in such offering is such as to materially and adversely affect the success of such offering. The Company shall pay all costs and expenses of the Holder. The Company shall not be obliged to effect registration under the Securities Act pursuant to this Section (a) on more than one occasion; PROVIDED, then HOWEVER, that this limitation shall not apply if the amount number of securities shares requested to be offered for registered by the accounts of such Rightsholders and persons other than the Company Holder shall be eliminated or have been reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) pursuant to the extent necessary to reduce second sentence of this Section (a) unless and until the total amount occurrence of securities an occasion on which the shares requested by the Holder to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionregistered have not been so reduced.

Piggy-Back Registration Rights. If, If at any time on or prior after the Closing and for as long as the Purchaser continues to the first anniversary of the Expiration Timehold any Registrable Securities, the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement Registration Statement under the Securities Act with respect to the registration for an offering by the Company or any other party of any class of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by Company for its own account or for security similar to any Registerable Securities holders of Company for their account (or by Company and by security holders of Company), other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement Registration Statement: (i) filed solely in connection with any employee share option or other benefit plan, (ii) for an exchange offer, a business combination transaction offer or an offering of securities solely to the Company’s existing shareholders security holders; (iii) for an offering of debt that is convertible into equity securities of Company, or employees of the Company)(iv) for a dividend reinvestment plan, then the Company, on each such occasion, Company shall (x) give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty Purchaser as soon as practicable but in no event less than ten (10) days before the anticipated filing date or confidential submission date, which notice shall describe the amount and type of securities to be included in such registration statementor offering, the intended method(s) of distribution, and such Company Piggy-Back Notice also shall be required to the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Purchaser in such Rightsholders notice the opportunity to register the sale of such aggregate number of Registerable Registrable Securities as each the Purchaser may request in writing within five (5) days following receipt of such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of notice (a Company “Piggy-Back Notice, Registration”). To the extent permitted by applicable securities laws with respect to request, such registration by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially its best efforts to cause (i) such Registrable Securities to be included in such registration and (ii) the managing underwriter(s) underwriter or underwriters of a proposed underwritten offering Underwritten Offering to permit the inclusion of the Registerable Registrable Securities which were the subject of all Holder Notices requested to be included in such underwritten offering a Piggy-Back Registration on the same terms and conditions as any similar securities of Company and to permit the Company included therein. Notwithstanding anything to sale or other disposition of such Registrable Securities in accordance with the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(sintended method(s) of such distribution thereof. If the Purchaser’s inclusion of Registrable Securities in a Registration Statement, pursuant to a Piggy-Back Registration, involves an underwriter or underwriters in an underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which theyoffering, the Company and any other person intend to include Purchaser shall enter into an underwriting agreement in customary form with such offering is underwriter or underwriters selected for such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionPiggy-Back Registration.

Piggy-Back Registration Rights. If, If at any time on after the date hereof until such the date that the Underlying Shares underlying the Debentures may be sold pursuant to Rule 144 without volume or prior to the first anniversary manner of the Expiration Timesale restrictions, the Company (or any successor of shall determine to prepare and file with the Company, by merger or otherwise) proposes to file Commission a registration statement under the Securities Act with respect relating to an offering by for its own account or the Company or any other party account of others of any class of its equity security similar to any Registerable Securities (securities, other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or any successor form or their then equivalents (a registration statement filed “Registration Statement”), relating to equity securities to be issued solely in connection with an exchange offerany acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send a business combination transaction written notice of such determination to each Purchaser and, if within ten calendar days after the date of delivery of such notice, any such Purchaser shall so request in writing, the Company shall include in such Registration Statement all or an offering of securities solely to the existing shareholders or employees any part of the CompanyUnderlying Shares as the Purchaser requests to be registered so long as such Underlying Shares are proposed to be disposed in the same manner as those securities set forth in the Registration Statement; provided, however, if the inclusion of Underlying Shares requested to be included in the Registration Statement would cause an adverse effect on the success of any such offering, based on market conditions or otherwise (an “Adverse Effect”), then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to include in such Rightsholders the opportunity to register such aggregate Registration Statement only that number of Registerable Securities as each Underlying Shares to the extent that such Rightsholder may requestinclusion shall not cause and Adverse Effect; provided, further, if such number of Underlying Shares is limited hereunder, any cutbacks of a Purchaser’s Underlying Shares shall be done on a pro rata basis among all Purchasers based on their Subscription Amounts hereunder. Each such Rightsholder To the extent that all of the Underlying Shares are not included in the initial Registration Statement, the Purchasers shall have the rightright to request the inclusion of its Underlying Shares in subsequent Registration Statements until all such Underlying Shares have been registered in accordance with the terms hereof. If the offering in which the Underlying Shares is being included in a Registration Statement is a firm commitment underwritten offering, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, unless otherwise agreed by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders Purchaser shall sell its Underlying Shares in such registration statement. The Company shall use commercially best efforts offering using the same underwriters and, subject to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering provisions hereof, on the same terms and conditions as the other shares of Common Stock that are included in such underwritten offering. The Company shall use its best efforts to cause any similar securities Registration Statement to be declared effective by the Commission as promptly as is possible following it being filed with the Commission and to remain effective until all Underlying Shares subject thereto have been sold or may be sold without volume or manner of the Company included thereinsale restrictions. Notwithstanding anything All fees and expenses incident to the contrary contained in performance of or compliance with this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than Section 4.17 by the Company shall be eliminated borne by the Company whether or reduced pro rata not any Underlying Shares are sold pursuant to the Registration Statement. The Company shall indemnify and hold harmless the Purchaser, the officers, directors, members, partners, agents, brokers, investment advisors and employees of each of them, each person who controls the Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the officers, directors, members, shareholders, partners, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, the “Losses”), as incurred, arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included therein or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Section 4.18, except to the extent, but only to the extent, that such untrue statements or omissions referred to in (i) above are based on solely upon information regarding the amount of securities owned Purchaser furnished in writing to the Company by such Rightsholders and other persons which carry registration rightsthe Purchaser expressly for use therein, or (ii) to the extent that such information relates to such Purchaser’s proposed method of distribution of Underlying Shares and was reviewed and expressly approved in writing by such Purchaser expressly for use in a Registration Statement, the prospectus included therein or in any amendment or supplement thereto. The rights of the Purchaser under this Section 4.17 shall survive until all Underlying Shares have been either registered under a Registration Statement or been sold pursuant to an exemption to the registration requirements of the Securities Act. Each Purchaser shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Purchaser’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus included therein, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to reduce make the total statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or (ii) to the extent that such information relates to such Purchaser’s proposed method of distribution of Underlying Shares and was reviewed and expressly approved in writing by such Purchaser expressly for use in a Registration Statement, the prospectus included therein or in any amendment or supplement thereto. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of securities to be included in such offering to the amount recommended net proceeds received by such managing underwriter(s) in Purchaser upon the managing underwriter’s written opinionsale of the Underlying Shares giving rise to such indemnification obligation.

Piggy-Back Registration Rights. If, at any time on or prior to In the first anniversary of the Expiration Time, event the Company (or any successor of the Company, by merger or otherwise) proposes to file (for its own offer and sale or offer and sale by selling security holders) a registration statement under the Securities Act at any time before the Expiration Date with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction non-cash offer or an offering of securities solely a registration statement on Form S-4 or Form S-8 or any successor registration statement form) which becomes or which should be expected to become effective at any time after the existing shareholders or employees of the Company), Initiation Date then the Company, on Company shall in each such occasion, shall case give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all the Holders of the Rightsholders owning Registerable Securities Warrants and Warrant Shares at least twenty 30 days before the anticipated proposed filing date and such notice shall offer to such Holders the opportunity to include in such registration statement such number of Warrant Shares as they may request, unless, in the opinion of counsel to the Company reasonably acceptable to any such holder of Warrants or Warrant Shares who wishes to have Warrant Shares included in such registration statement, and such Company Piggy-Back Notice also shall be registration under the Act is not required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities transfer of such Rightsholders Warrants and/or Warrant Shares in the manner proposed by such registration statementHolders. The Company shall use commercially best efforts not be obligated to honor any such request to register any such Warrant Shares if the request is received later than six (6) years from the Effective Date, and the Company shall not be obligated to honor any request to register any such Warrant Shares if the Company is not notified in writing of any such request pursuant to this SECTION 13.2 within 20 days after the Company has given notice to the Holders of the filing. The Company shall permit, or shall cause the managing underwriter(s) underwriter of a proposed underwritten offering to permit permit, the inclusion Holders of Warrant Shares requested to be included in the Registerable Securities which were registration (the subject of all Holder Notices "PIGGY-BACK SHARES") to include such Piggy-back Shares in such underwritten the proposed offering on the same terms and conditions as any similar applicable to securities of the Company included therein. Notwithstanding anything therein or as applicable to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) securities of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company and the Holders of Piggy-back Shares if the securities of any such person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that it believes that the distribution of all or a portion of the Piggy-back Shares requested to be included in the registration statement concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company for its own account, then the Holders of such Piggy-back Shares shall delay their offering and sale of Piggyback Shares (or the portion thereof so designated by such managing underwriter) for such period, not to exceed 120 days, as the managing underwriter shall request provided that no such delay shall be eliminated required as to Piggy-back Shares if any securities of the Company are included in such registration statement for the account of any person other than the Company and the Holders of Piggy-back Shares. In the event of such delay, the Company shall file such supplements, post-effective amendments or reduced pro rata separate registration statement, and take any such other steps as may be necessary to permit such Holders to make their proposed offering and sale for a period of 90 days immediately following the end of such period of delay (based on "PIGGY-BACK TERMINATION DATE"); PROVIDED, HOWEVER, that if at the amount of securities owned Piggy-back Termination Date the Piggyback Shares are covered by such Rightsholders and other persons a registration statement which carry is, or is required to remain, in effect beyond the Piggy-back Termination Date, the Company shall maintain in effect the registration rights) statement as it relates to the extent necessary Piggy-back Shares for so long as such registration statement remains or is required to reduce remain in effect for any of such other securities. The Company shall be obligated pursuant to this SECTION 13.2 to include in the total amount registration Warrant Shares that have not yet been purchased by a holder of securities Warrants so long as such Holder of Warrants submits an undertaking to the Company that such Holder intends to exercise Warrants representing the number of Warrant Shares to be included in such offering registration prior to the amount recommended by consummation of the offering made pursuant thereto. In addition, such managing underwriter(s) Holder of Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the public offering with respect to such Warrant Shares. If the Company decides not to proceed with a registration and offering in which Piggy-back Shares are included, the managing underwriter’s Company has no obligation to proceed with the offering of the Piggy-back Shares, unless the Holders of the Warrants and/or Warrant Shares otherwise comply with the provisions of SECTION 13.1 hereof (without regard to the 60 days' written opinionrequest required thereby).

Piggy-Back Registration Rights. If, at any time on or prior to during the first anniversary of the Expiration TimeExercise Period, the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement under the Securities Act with respect to an offering by the Company or any other party of register any class of equity security similar to on any Registerable form for the general registration of securities under the Securities Act (other than a registration statement on Form S-4 form relating to a registration of a stock option, stock purchase or S-8 compensation or incentive plan or of stock issued or issuable pursuant to any successor form such plan, or a dividend investment plan, a registration of stock proposed to be issued in exchange for securities or assets of, or in connection with the merger or consolidation with, another corporation or a registration statement filed solely of stock proposed to be issued in connection with an exchange offer, a business combination transaction or an offering of for other securities solely to the existing shareholders or employees of the Company), then the Company shall give prompt written notice thereof to Goldxxxx xxx, upon the written request of Goldxxxx xxxe within ten (10) days after the receipt of such notice, the Company shall use its best efforts to effect as part of such registration the registration under the Securities Act of that number of the Warrant Shares which Goldxxxx xxxuests the Company to register, provided that the managing underwriter of the Company's public offering, on each such occasionif any, shall give written notice (each, a “Company Piggy-Back Notice”) be of the opinion that the inclusion in such registration of such proposed filing to number of Warrant Shares will not interfere with the successful marketing of all of the Rightsholders owning Registerable Securities at least twenty days before Company's securities being registered. If a managing underwriting requests Goldxxxx xx reduce in whole or in part the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have Warrant Shares, if any, sought to be registered by Goldxxxx, Xxldxxxx xxxll comply with the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion request of the Registerable Securities managing underwriter. In connection with any registration pursuant to this Section 6.1, Goldxxxx xxxll provide the Company with such information regarding himself and the distribution of such Rightsholders in such registration statementthe Warrant Shares as the Company and the managing underwriter, if any, shall reasonably request. The Company shall use commercially best efforts pay all costs and expenses incident to cause the managing underwriter(sCompany's registration of Goldbergs' Warrant Shares pursuant to this Section 6.1, except the attorneys' fees and expenses of Goldxxxx. Xhe Company shall not be obligated to effect registration under the Securities Act pursuant to this Section 6.1 on more than one occasion. Within five (5) of a proposed underwritten offering business days after the Securities and Exchange Commission (the "Commission") declares the Company's registration statement to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices be effective, Goldxxxx xxxll exercise this Stock Purchase Warrant in such underwritten offering on the same terms full and conditions as any similar securities of shall pay to the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionfull Exercise Price therefor.

Piggy-Back Registration Rights. If, at any time on or prior to during the first anniversary of the Expiration TimeExercise Period, the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement under the Securities Act with respect to an offering by the Company or any other party of register any class of equity security similar to on any Registerable form for the general registration of securities under the Securities Act (other than a registration statement on Form S-4 form relating to a registration of a stock option, stock purchase or S-8 compensation or incentive plan or of stock issued or issuable pursuant to any successor form such plan, or a dividend investment plan, a registration of stock proposed to be issued in exchange for securities or assets of, or in connection with the merger or consolidation with, another corporation or a registration statement filed solely of stock proposed to be issued in connection with an exchange offer, a business combination transaction or an offering of for other securities solely to the existing shareholders or employees of the Company), then the Company shall give prompt written notice thereof to Fraser and, upon the written request of Fraser made within ten (10) days after the receipt of such notice, the Company shall use its best efforts to effect as part of such registration the registration under the Securities Act of that number of the Warrant Shares which Fraser requests the Company to register, provided that the managing underwriter of the Company's public offering, on each such occasionif any, shall give written notice (each, a “Company Piggy-Back Notice”) be of the opinion that the inclusion in such registration of such proposed filing to number of Warrant Shares will not interfere with the successful marketing of all of the Rightsholders owning Registerable Securities at least twenty days before Company's securities being registered. If a managing underwriting requests Fraser to reduce in whole or in part the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder Warrant Shares, if any, sought to be registered by Fraser, Fraser shall have comply with the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion request of the Registerable Securities managing underwriter. In connection with any registration pursuant to this Section 6.1, Fraser shall provide the Company with such information regarding himself and the distribution of such Rightsholders in such registration statementthe Warrant Shares as the Company and the managing underwriter, if any, shall reasonably request. The Company shall use commercially best efforts pay all costs and expenses incident to cause the managing underwriter(sCompany's registration of Fraser's Warrant Shares pursuant to this Section 6.1, except the attorneys' fees and expenses of Fraser. The Company shall not be obligated to effect registration under the Securities Act pursuant to this Section 6.1 on more than one occasion. Within five (5) of a proposed underwritten offering business days after the Securities and Exchange Commission (the "Commission") declares the Company's registration statement to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices be effective, Fraser shall exercise this Stock Purchase Warrant in such underwritten offering on the same terms full and conditions as any similar securities of shall pay to the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionfull Exercise Price therefor.

Piggy-Back Registration Rights. If, If at any time on or prior to when there is not an effective registration statement covering the first anniversary of the Expiration TimeWarrant Stock, the Company Issuer shall determine to prepare and file with the Securities and Exchange Commission (or any successor of the Company, by merger or otherwise"COMMISSION") proposes to file a registration statement relating to an offering for its own account or the account of others under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (its Common Stock, other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or any successor form or a registration statement filed their then equivalents relating to equity securities to be issued solely in connection with an exchange offerany acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, a business combination transaction or an offering of securities solely the Issuer shall send to the existing shareholders or employees Holder of this Warrant written notice of such determination and, if within ten (10) days after receipt of such notice, any such holder shall so request in writing, (which request shall specify the Warrant Stock intended to be registered on behalf of the CompanyHolder), then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall Issuer will use commercially its best efforts to cause the managing underwriter(s) registration under the Securities Act of a proposed underwritten offering all Warrant Stock which the Issuer has been so requested to register by the Holder, to the extent requisite to permit the inclusion disposition of the Registerable Securities which were Warrant Stock so to be registered, provided that if at any time after giving written notice of its intention to register any Common Stock and prior to the subject effective date of all the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such Common Stock, the Issuer may, at its election, give written notice of such determination to the Holder Notices and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Stock in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Stock being registered pursuant to this Section for the same period as the delay in registering such other Common Stock. The Issuer shall include in such underwritten offering on registration statement all or any part of such Warrant Stock the same terms and conditions as Holder requests to be registered; provided, however, that the Issuer shall not be required to register any similar securities Warrant Stock pursuant to this Section that are eligible for sale pursuant to Rule 144(k) of the Company included thereinSecurities Act. Notwithstanding anything to In the contrary contained in this subparagraph 10(b)(i)case of an underwritten public offering, if the managing underwriter(s) should reasonably object to the inclusion of the Warrant Stock in such registration statement, then if the Issuer after consultation with the managing underwriter(s) should reasonably determine that the inclusion of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to Warrant Stock would materially and adversely affect the success of offering contemplated in such offeringregistration statement, then the amount number of securities to be offered for Warrant Stock of the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be Holder included in such offering registration statement may be reduced to the inclusion of such fewer amount recommended of Warrant Stock, or none of the Warrant Stock, as reasonably determined by the Issuer. The registration rights of Holder pursuant to this SECTION 10 shall be limited to the filing of one such managing underwriter(s) in the managing underwriter’s written opinionregistration statement.

Piggy-Back Registration Rights. If, at The Company covenants and agrees with the Purchaser and any time on or prior to the first anniversary subsequent holders of the Expiration TimeNote, the Warrants and/or Warrant Shares that, in the event the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement under the Securities Act with respect to an a firm commitment offering by the Company or any other party of any class of equity security similar to any Registerable Securities Common Stock (other than in connection with an exchange offer or a registration statement on Form S-4 or S-8 or any successor form or a other similar registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of statements not available to register securities solely so requested to the existing shareholders or employees of the Companybe included), then the Company, on Company shall in each such occasion, shall case give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities Purchaser at least twenty 30 days before the earlier of the anticipated or the actual effective date of the registration statement and at least ten days before the initial filing date of such registration statement, statement and such Company Piggy-Back Notice also notice shall be required to offer to such Rightsholders holders the opportunity to register include in such aggregate registration statement such number of Registerable Securities shares of Common Stock issued upon conversion of the Note or Warrant Shares or both (the "PIGGY-BACK SECURITIES", and together with the securities referred to in Section 4.1.11(a) above, the "REGISTRABLE SECURITIES") as each such Rightsholder they may request. Each Holders desiring inclusion of Piggy-back Securities in such Rightsholder registration statement shall have so inform the rightCompany by written notice, exercisable for the fifteen given within ten days immediately following of the giving of a such notice by the Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to in accordance with the Company, the inclusion provisions of all or any portion of the Registerable Securities of such Rightsholders in such registration statementSection 8.11 hereof. The Company shall use commercially best efforts to permit, or shall cause the managing underwriter(s) underwriter of a proposed underwritten offering to permit permit, the inclusion holders of Piggy-back Securities requested to be included in the Registerable Securities which were registration to include such securities in the subject of all Holder Notices in such underwritten proposed offering on the same terms and conditions as any similar applicable to securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i)Company, if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which theyany, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered included therein for the accounts account of such Rightsholders and persons any person other than the Company and the holders. Notwithstanding the foregoing, if any such managing underwriter shall be eliminated or reduced pro rata (based on advise the amount Company in writing that, in its opinion, the distribution of securities owned by such Rightsholders and other persons which carry registration rights) to holders thereof, including all or a portion of the extent necessary to reduce the total amount of securities Piggy-back Securities, requested to be included in the registration concurrently with the securities being registered by the Company, would materially adversely affect the distribution of such securities by the Company for its own account, then the holders of the Registrable Securities shall delay their offering to and sale of the amount recommended Registrable Securities (or the portions thereof so designated by such managing underwriter(sunderwriter) in for such period, not to exceed 120 days, as the managing underwriter’s written opinionunderwriter shall request, provided that if any other securities are included in such registration statement for the account of any person other than the Company and the holders of Piggy-back Securities, then such securities, including the Piggy-back Securities, so included shall be apportioned among holders who wish to be included therein pro rata according to amounts so requested to be included by each such person. No such delay shall in any event impair any right granted hereunder to make subsequent requests for inclusion pursuant to the terms of this Section 4.1.11(b). The Company shall continuously maintain in effect any registration statement with respect to which the Piggy-back Securities have been requested to be included (and so included) for a period of not less than 180 days after the effectiveness of such registration statement ("PIGGY-BACK TERMINATION DATE"); PROVIDED, HOWEVER, that if at the Piggy-back Termination Date the Piggy-back Securities are covered by a registration statement which is, or is required to remain, in effect beyond the Piggy-back Termination Date, the Company shall maintain in effect the registration statement as it relates to the Piggy-back Securities for so long as such registration statement remains or is required to remain in effect for any of such other securities. All expenses of such registration shall be borne by the Company, except that underwriting commissions and expenses attributable to the Piggy-back Securities and fees and distributions of counsel and other advisors (if any) to the holders requesting that the Piggy-back Securities be offered will be borne by such holders.

Piggy-Back Registration Rights. If, at any time on or prior to after the first five (5) month anniversary of the Expiration TimeIssuance Date and ending ten (10) years thereafter, the Company (or any successor of the Company, by merger or otherwise) proposes shall determine to file a registration statement register under the Securities Act with respect any shares of Common Stock to an offering be offered for cash by the Company it or any other party of any class of equity security similar others, pursuant to any Registerable Securities (other than a registration statement on Form S-4 S-3 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offerits equivalent (the "Registration Statement"), a business combination transaction or an offering the Company will (i) promptly give written notice to Holder of securities solely its intention to the existing shareholders or employees of file such Registration Statement and (ii) at the Company)'s expense (which shall include, then without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent accountants for the Company, and fees and expenses incident to compliance with state securities law, but shall not include fees and disbursements of counsel for Holder) include among the securities covered by the Registration Statement such portions of the Shares then held by Holder as shall be specified in a written request to the Company within thirty (30) days after the date on each such occasion, shall give written which the Company gave the notice described in (each, a “Company Piggy-Back Notice”i) above. Upon receipt of such proposed filing to all written request and of the Rightsholders owning Registerable Shares specified in the request (any shareholder requesting registration being individually called a "Selling Shareholder"), the Company shall (i) use its reasonable best efforts to effect the registration, qualification or compliance of the Shares under the Securities at least twenty days before Act and under any other applicable federal law and any applicable securities or blue sky laws of jurisdictions within the anticipated filing date United States; (ii) furnish each Selling Shareholder such number of such registration statementcopies of the prospectus contained in the Registration Statement filed under the Securities Act (including preliminary prospectus) in conformity with the requirements of the Securities Act, and such Company Piggy-Back Notice also shall be other documents as the Selling Shareholder may reasonably request in order to facilitate the disposition of the Shares covered by the Registration Statement; (iii) notify each Selling Shareholder, at any time when a prospectus relating to the Shares covered by such Registration Statement is required to offer be delivered under the Securities Act, of the happening of any event as a result of which the prospectus forming a part of such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to such Rightsholders state any material fact required to be stated therein or necessary to make the opportunity statements therein not misleading; and (iv) at the request of the Selling Shareholder, prepare and furnish to register such aggregate the Selling Shareholder any reasonable number of Registerable Securities copies of any supplement to or amendment of such prospectus as each may be necessary so that, as thereafter delivered to purchasers of the Shares, such Rightsholder may request. Each such Rightsholder prospectus shall have the right, exercisable for the fifteen days immediately following the giving not include an untrue statement of a Company Piggy-Back Notice, material fact or omit to request, by written notice (each, state a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities material fact required to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated stated therein or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce make the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionstatements therein not misleading.

Piggy-Back Registration Rights. If, If at any time on or prior during the two year period following the date of this Agreement, GCI proposes to register for sale in any offering1 whether to the first anniversary public or otherwise of any equity or debt securities pursuant to a Registration Statement with the Expiration Time, the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement SEC under the Securities Act with respect to an offering by the Company or Act, and/or under any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offerstate statute, a business combination transaction or an offering of securities solely to the existing shareholders or employees of the Company), then the Company, on each it will at such occasion, shall time give written notice of its intention to do so (each, a “Company Piggy-Back the "Registration Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”") to the Companyregistered holders of the GCI Shares at their address appearing on the books and records of GCI's transfer agent. CGI's obligation to furnish the Registration Notice to the holders of the GCI Shares shall arise within three days from GCI's execution of a written letter of intent with any broker-dealer registered with the National Association of Securities Dealers, Inc. ("NASD") or of CGI's engagement of securities counsel to prepare a Registration Statement for filing with the SEC, whichever shall sooner occur. Within 15 days after the receipt of the Registration Notice, any holder of the GCI Shares may request the inclusion of such holder's GCI Shares in any Registration Statement which GCI intends to file with the SEC (the "Covered Share Notice"). The Covered Share Notice shall: (i) specify the number of GCI Shares intended to be offered and sold by the holder thereof (the "Covered Shares"); (ii) express the holder's present intent to offer such Covered Shares for distribution; and (iii) undertake to provide all or any portion such information and materials and to take all such action as may be required in order to permit GCI to comply with all applicable requirements of the Registerable Securities SEC and/or applicable state regulatory body, as the case may be, and to obtain acceleration of such Rightsholders in such registration statementthe effective date of the Registration Statement therefor. The Company Upon receipt of the Covered Share Notice, GCI shall use commercially its best efforts to cause the managing underwriter(soffering of the Covered Shares so specified in the Covered Share Notice to be registered under the Act as soon as reasonably practicable (but in any event not later than 75 days from the date of the Covered Share Notice) of a proposed underwritten offering so as to permit the inclusion sale or other distribution by the holder of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) Covered Shares specified in the managing underwriter’s written opinion.Covered Share Notice;

Piggy-Back Registration Rights. If, at any time on or prior to during the first anniversary term of the Expiration Time, the Company (or any successor of the Company, by merger or otherwise) this Agreement DST proposes to file register (including for this purpose a registration statement effected by DST for stockholders other than the Affiliate Stockholders) any of its common equity securities under the Securities Act in connection with respect to an the public offering by the Company or any other party of any class of equity security similar to any Registerable Securities such securities solely for cash (other than a registration statement on Form S-4 form relating to: (a) a registration of a stock option, stock purchase or S-8 compensation or incentive plan or of stock issued or issuable pursuant to any successor form such plan, or a dividend investment plan; (b) a registration statement filed solely of securities proposed to be issued in exchange for securities or assets of or in connection with an exchange offera merger or consolidation with, another corporation; or (c) a business combination transaction or an offering registration of securities solely proposed to the existing shareholders or employees be issued in exchange for other securities of DST), DST shall each such time, promptly give each Affiliate Stockholder written notice of such registration together with a list of the Companyjurisdictions in which DST intends to attempt to qualify such securities under applicable state securities laws. Upon the written request of any Affiliate Stockholder given within ten (10) days after written notice from DST (which request shall specify the number of Registrable Securities intended to be disposed of and the intended method of disposition thereof), then DST shall effect, in the Companymanner set forth in Article 5, on each in connection with such occasionregistration, shall give written notice (each, a “Company Piggy-Back Notice”) the registration under the Securities Act of such proposed filing to all of the Rightsholders owning Registerable Registrable Securities which DST has been so requested to register, to the extent required to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so requested to be registered, provided that if at least twenty days before any time after giving written notice of its intention to register any securities and prior to the anticipated filing effective date of such registration, DST shall determine for any reason not to register or delay registration statementof such securities, and DST may, at its election, given written notice of such Company Piggy-Back Notice also determination to the Affiliate Stockholders and, thereupon, (A) in the case of a determination not to register, DST shall be required to offer to such Rightsholders the opportunity relieved of its obligation to register any Registrable Securities in connection with such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have registration and (B) in the right, exercisable for the fifteen days immediately following the giving case of a Company Piggy-Back Noticedetermination to delay such registration, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company DST shall be eliminated or reduced pro rata (based on the amount permitted to delay registration of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities any Registrable Securities requested to be included in such offering to registration for the amount recommended by same period as the delay in registering such managing underwriter(s) in the managing underwriter’s written opinionother securities.

Piggy-Back Registration Rights. If, If at any time on or prior to commencing after January 1, 2004 until the first anniversary expiration of the Expiration TimeOption (the "Registration Period"), vFinance.com, Inc. (the "Company") proposes to register any of securitiex xxxxx xxx Securities Act (other than registration of a stock option, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or dividend investment plan, a registration of stock proposed to be issued in exchange for securities or assets of, or in connection with the merger or consolidation with, another person or entity , or a registration of stock proposed to be issued in exchange for securities of such other person or entity), the Company shall give prompt written notice thereof to the Holder and, upon the written request made within ten (or any successor 10) days after the Holder and, upon receipt of such notice, the Company, by merger or otherwise) proposes Company shall use its best efforts to file a effect as part of such registration statement the registration under the Securities Act with respect to an offering by of that number of the Option shares ("Option Shares") which the Holder requests the Company or any other party of any class of equity security similar to any Registerable Securities (other than register, provided that if the registration relates to a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offerfirm commitment, a business combination transaction or an offering of securities solely to underwritten public offering, the existing shareholders or employees managing underwriter of the Company)'s public offering, then the Company, on each such occasionif any, shall give written notice (each, a “Company Piggy-Back Notice”) be of the opinion that the inclusion in such registration of such proposed filing to number of Option Shares will not interfere with the successful marketing of all of the Rightsholders owning Registerable Securities at least twenty days before Company's securities being registered. If the anticipated filing date managing underwriter, if any, reasonably requests the Holder to reduce in whole or in part the number of Option Shares sought or be registered by the Holder, the Holder shall comply with the request of the managing underwriter. In any underwritten offering, the Holder shall sell the Option Shares registered as part of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion underwriters of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as apply to the Company. In connection with any similar securities registration pursuant to this Section (a), the Holder shall provide the Company with such information regarding the Holder and the distribution of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, Option Shares as the Company and any other person intend the managing underwriter shall reasonably request for use in the registration statement relating to include in such offering is such as to materially and adversely affect the success of such offering. The Company shall pay all costs and expenses of the Holder. The Company shall not be obliged to effect registration under the Securities Act pursuant to this Section (a) on more than one occasion; PROVIDED, then HOWEVER, that this limitation shall not apply if the amount number of securities shares requested to be offered for registered by the accounts of such Rightsholders and persons other than the Company Holder shall be eliminated or have been reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) pursuant to the extent necessary to reduce second sentence of this Section (a) unless and until the total amount occurrence of securities an occasion on which the shares requested by the Holder to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionregistered have not been so reduced.

Piggy-Back Registration Rights. IfFrom and after the Signing Closing Date and until eighteen (18) months after the Signing Closing Date, if the Company contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement covering any of its securities, the Company shall at each such time give prompt written notice to each Buyer of its intention to do so and of the registration rights granted under this Agreement. Upon the written request of a Buyer made within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Buyer and the intended method of disposition thereof), the Company shall, at its sole cost and expense, use its best efforts to effect the registration of all Registrable Securities which the Company has been so requested to register each Buyer, to the extent requisite to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities each Buyer, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Company proposes to register; provided, that if the Company is unable to register the full amount of Registrable Securities in an “at the market offering” under SEC rules and regulations due to the high percentage of the Company’s Common Stock the Registrable Securities represents (giving effect to all other securities being registered in the Registration Statement), then the Company may reduce, on a pro rata basis, the amount of Registrable Securities subject to the Registration Statement to a lesser amount which equals the maximum number of Registrable Securities that the Company is permitted to register in an “at the market offering”; and provided, further, that if, at any time on or after giving written notice of its intention to register any Registrable Securities and prior to the first anniversary effective date of the Expiration TimeRegistration Statement filed in connection with such registration, the Company (shall determine for any reason either not to register or any successor to delay registration of the Companysuch Registrable Securities, by merger or otherwise) proposes to file a registration statement under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offermay, a business combination transaction or an offering of securities solely to the existing shareholders or employees of the Company)at its election, then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing determination to all of each Buyer and, thereupon, (i) in the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving case of a Company Piggy-Back Noticedetermination not to register, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata relieved of its obligation to register any Registrable Securities in connection with such registration (based on but not from its obligation to pay the amount expenses of securities owned by such Rightsholders registration in connection therewith), and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s(ii) in the managing underwriter’s written opinioncase of a determination to delay registering such Registrable Securities, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. If a Buyer shall have transferred all or part of its Registrable Securities, then for purposes of this Section, the term “Buyer” shall reference Buyer and/or such transferee(s).

Piggy-Back Registration Rights. If, at any time on or prior to the first anniversary of the Expiration Time, If the Company (or any successor shall determine to proceed with the actual preparation and filing of the Company, by merger or otherwise) proposes to file a new registration statement under the Securities Act in connection with respect to an offering the proposed offer and sale by the Company or any other party it of any class shares of equity security similar to any Registerable Securities Common Stock (other than a registration statement on Form S-4 or S-4, S-8 or any successor form or a registration statement filed solely in connection with an exchange offerother limited puxxxxx xxrm), a business combination transaction or an offering the Company will give written notice of securities solely its determination to FHCP. Upon FHCP's written request to the existing shareholders or employees Company made within 20 days after delivery of the Company), then such notice from the Company, on each the Company will, except as herein provided, cause those Retained Shares then held by FHCP and covered by such occasion, shall give written notice request (each, a “Company Piggy-Back Notice”other than Retained Shares then covered by an effective registration statement) of such proposed filing (the "REQUESTED STOCK") to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of be included in such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) all to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering extent requisite to permit the inclusion sale or other disposition by FHCP of the Registerable Securities which were Requested Stock; provided, however, nothing herein shall prevent the subject of all Holder Notices Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 1 shall be underwritten in such underwritten offering whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as any similar the securities otherwise being sold through the underwriters. If, in the good faith judgment of the managing underwriter of such public offering, the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the securities offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among FHCP and all other holders of registration rights who have requested inclusion of their securities, or excluded in their entirety if so required by the underwriter. The obligation of the Company included thereinunder this Section 1 shall not apply after the fifth anniversary of the Closing. Notwithstanding anything to All fees, costs and expenses of, and incidental to, such registration (including all registration, filing, and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the contrary contained Company, and all legal fees and disbursements and other expenses of complying with state securities or blue sky laws of any jurisdictions in this subparagraph 10(b)(i), if which the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders are to be registered and persons other than the Company qualified) shall be eliminated or reduced borne by the Company; provided, however, FHCP shall bear its pro rata (based on share of the amount underwriting discount and commissions and transfer taxes and the cost of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionits own counsel.

Piggy-Back Registration Rights. IfIn addition, if at any time during the Exercise Period, the Company shall prepare and file one or more registration statements under the Act, with respect to a public offering of equity or debt securities of the Company, or of any such securities of the Company held by its security holders, the Company will include in any such registration statement such information as is required, and such number of shares of Common Stock held by, or shares of Common Stock underlying outstanding Warrants held by, the Holders thereof or their respective designees or transferees as may be requested by them, to permit a public offering of the Shares so requested; PROVIDED, HOWEVER, that if, in the written opinion of the Company's managing underwriter, if any, for such offering, the inclusion of the shares requested to be registered, when added to the securities being registered by the Company or the selling security holder(s), would exceed the maximum amount of the Company's securities that can be marketed without otherwise materially and adversely affecting the entire offering, then the Company may exclude from such offering that portion of the shares requested to be so registered, so that the total number of securities to be registered is within the maximum number of shares that, in the opinion of the managing underwriter, may be marketed without otherwise materially and adversely affecting the entire offering, provided that the Company shall be required to include in the offering and in the following order: FIRST, the pro rata number of securities requested by the Holder of Warrants along with all other holders of securities requesting registration pursuant to registration rights which were granted on or prior to the first anniversary date hereof and are described in the Company's Registration Statement; and, SECOND, the pro rata number of securities requested by all other holders of securities requesting registration pursuant to other registration rights. In the Expiration Timeevent of such a proposed registration, the Company (or any successor of shall furnish the Company, by merger or otherwise) proposes to file a registration statement under the Securities Act then Holders with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other not less than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely 30 days' written notice prior to the existing shareholders or employees of the Company), then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number filing of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially its best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion ensure that such registration statement is declared effective and remains effective until such time as all of the Registerable Securities which were shares have been registered or may be sold without registration under the subject of all Holder Notices in such underwritten offering on the same terms Act or applicable state securities laws and conditions regulations, and without limitation as any similar securities to volume, pursuant to Rule 144 of the Company included thereinAct. Notwithstanding anything The Holders shall be entitled to exercise the rights provided for in this Subsection 13.2 on two separate occasions by giving written notice to the contrary contained Company, within 20 days of receipt of the Company's notice of its intention to file a registration statement. The Company shall bear all fees and expenses incurred by it in this subparagraph 10(b)(i), if connection with the managing underwriter(s) preparation and filing of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionstatement.

Piggy-Back Registration Rights. If, at At any time on or prior to December 31, 1999, whenever the first anniversary of the Expiration Time, the Company (or any successor of the Company, by merger or otherwise) Corporation proposes to file a registration statement under the Securities Act with respect relating to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities its common stock (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction "rights" offering to shareholdrs, a registration statement on Form S-8 or S-4 or any successor forms relating to employee benefit plans, or in connection with a dividend reinvestment plan, an offering employee benefit plan, the conversion of securities solely any convertible securities, or a stand-by underwriting with respect to the existing shareholders call of a warrant, option, right or employees of the Companyconvertible security for redemption), then the CompanyCorporation shall, on each at least thirty (30) days prior to such occasionfiling, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of each Shareholder. Upon receipt by the Rightsholders owning Registerable Securities at least twenty Corporation not more than thirty (30) days before the anticipated filing date of after such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving notice of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion request from each Shareholder for registration of all or any portion of the Registerable Securities part of such Rightsholders Shareholder's Merger Shares, the Corporation shall (A) include in such registration statement. The Company statement or in a separate registration statement concurrently filed, and shall use commercially diligent efforts to cause such registration statement to become effective with respect to, the Merger Shares as to which the Shareholders request registration and (B) if such proposed registration is in connection with an underwritten offering of common stock for the benefit of the Corporation, upon request of the Shareholders, use its best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend underwriter therefor to include in such offering is such the Merger Shares as to which the Shareholders request such inclusion, on terms and conditions comparable to those of the securities offered on behalf of the Corporation. The Shareholders shall cooperate with the Corporation in the preparation of such registration statement to the extent required to furnish information concerning the Shareholders therein. If the managing underwriter of a proposed public offering shall advise the Corporation in writing that, in its opinion, the distribution of the Corporation of the Merger Shares requested to be included in the registration concurrently with the securities being registered by the Corporation would materially and adversely affect the success distribution of such offeringsecurities by the Corporation, then all selling security holders (including holdrs of Merger Shares) shall reduce the amount of securities each intended to be offered for the accounts of distribute through such Rightsholders and persons other than the Company shall be eliminated or reduced offering on a pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in the managing underwriter’s written opinionbasis.

Piggy-Back Registration Rights. If, at any time on or prior to the first anniversary of the Expiration Time, If the Company (or any successor of the Company, by merger or otherwise) proposes to file a registration statement Registration Statement under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than a registration statement Registration Statement on Form S-4 or S-8 (or any successor form or a registration statement filed solely in connection form)) with an exchange offer, a business combination transaction or an offering respect to any class of equity securities solely to the existing shareholders or employees of the Company), whether or not for its own account, then the Company, on each such occasion, Company shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all the Holders of the Rightsholders owning Registerable Securities at least twenty days Warrants as soon as practicable (but in no event fewer than 20 Business Days before the anticipated filing date of such registration statementdate), and such Company Piggy-Back Notice also notice shall be required to offer to such Rightsholders Holders the opportunity to register such aggregate number of Registerable Securities Warrant Shares as each such Rightsholder Holder may request. Each request in writing within 20 days after receipt of such Rightsholder written notice from the Company (which request shall have specify the right, exercisable for the fifteen days immediately following the giving Warrant Shares intended to be disposed of by such Selling Holder) (a Company “Piggy-Back Notice, to request, by Registration”). Upon the written request of any such Selling Holder made within 20 days after the receipt of any such notice (eachwhich request shall specify the number of Registrable Securities intended to be disposed of by such Selling Holder and the intended method of disposition of, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company which shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering be on the same terms and conditions as any similar the securities of the Company or other security holder included therein. Notwithstanding anything to in the contrary contained in this subparagraph 10(b)(iregistration statement), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company shall, subject to the terms of this Agreement, effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, to the extent required to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registered, on the same terms and any conditions as the securities of the Company or other person intend to include security holder included in such offering is such as to materially and adversely affect the success registration statement by inclusion of such offeringRegistrable Securities in the Registration Statement that covers the securities that the Company proposes to register; provided, then that if at any time after giving written notice of its intention to register any securities and prior to the amount effective date of securities to be offered for the accounts of Registration Statement filed in connection with such Rightsholders and persons other than registration, the Company shall be eliminated determine for any reason either not to register or reduced pro rata to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Selling Holder and, thereupon, (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(si) in the managing underwriter’s written opinioncase of a determination not to register shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities.

Piggy-Back Registration Rights. IfFrom and after the Closing Date and until eighteen (18) months after the Closing Date, if the Company contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement covering any of its securities, the Company will at each such time give prompt written notice to Purchaser of its intention to do so and of the registration rights granted under this Agreement. Upon the written request of Purchaser made within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Purchaser and the intended method of disposition thereof), the Company will, at its sole cost and expense, use its best efforts to effect the registration of all Registrable Securities which the Company has been so requested to register by Investments and/or Purchaser, to the extent requisite to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities by Investments and/or Purchaser, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Company proposes to register; provided, that if the Company is unable to register the full amount of Registrable Securities in an “at the market offering” under SEC rules and regulations due to the high percentage of the Company’s Common Stock the Registrable Securities represents (giving effect to all other securities being registered in the Registration Statement), then the Company may reduce, on a pro rata basis, the amount of Registrable Securities subject to the Registration Statement to a lesser amount which equals the maximum number of Registrable Securities that the Company is permitted to register in an “at the market offering”; and provided, further, that if, at any time on or after giving written notice of its intention to register any Registrable Securities and prior to the first anniversary effective date of the Expiration TimeRegistration Statement filed in connection with such registration, the Company (shall determine for any reason either not to register or any successor to delay registration of the Companysuch Registrable Securities, by merger or otherwise) proposes to file a registration statement under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offermay, a business combination transaction or an offering of securities solely to the existing shareholders or employees of the Company)at its election, then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of determination and/or the Rightsholders owning Registerable Securities at least twenty days before Purchaser and, thereupon, (i) in the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving case of a Company Piggy-Back Noticedetermination not to register, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata relieved of its obligation to register any Registrable Securities in connection with such registration (based on but not from its obligation to pay the amount expenses of securities owned by such Rightsholders registration in connection therewith), and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s(ii) in the managing underwriter’s written opinioncase of a determination to delay registering such Registrable Securities, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. If Purchaser shall have transferred all or part of its Registrable Securities, then for purposes of this Section, the term “Purchaser” shall reference Purchaser and/or such transferee(s).

Piggy-Back Registration Rights. 1.1 If, at any time on or after the date hereof and prior to December 31, 2014 when there is not an effective registration statement covering the first anniversary of the Expiration Time, the Company (or any successor of the Company, by merger Registrable Securities pursuant to this Agreement or otherwise) proposes , Parent shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account (other than the initial registration statement relating to an offering solely for its own account) or the account of others under the Securities Act with respect to an offering by the Company or any other party of any class of its equity security similar to any Registerable Securities securities (other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or any successor form or a registration statement filed their then equivalents relating to equity securities to be issued solely in connection with an exchange offer, a any acquisition of any entity or business combination transaction or an offering of equity securities solely to the existing shareholders issuable in connection with stock option or employees of the Companyother employee benefit plans), then the Company, on each such occasion, Parent shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing send to all of the Rightsholders owning Registerable Holders of Registrable Securities at least written notice of such determination and, if within twenty (20) days before after receipt of such notice, or within such shorter period of time as may be specified by Parent in such written notice as may be necessary for Parent to comply with its obligations with respect to the anticipated timing of the filing date of such registration statement, a Holder shall so request in writing (which request shall specify the Registrable Securities intended to be disposed of by such Holder), Parent will cause the registration under the Securities Act of all Registrable Securities which Parent has been so requested to register by such Holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such Company Piggy-Back Notice also registration, Parent shall determine for any reason not to register or to delay registration of such securities, Parent may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 1.1 for the same period as the delay in registering such other securities. Parent shall include in such registration statement all or any part of such Registrable Securities that a Holder requests to be registered; provided, however, that Parent shall not be required to offer register any Registrable Securities pursuant to such Rightsholders the opportunity this Section 1.1 that are eligible for sale pursuant to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion Rule 144 of the Registerable Securities Act without volume limitations or restrictions. In the case of such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed an underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i)public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if Parent after consultation with the managing underwriter should reasonably determine that the inclusion of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Registrable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to would materially and adversely affect the success of offering contemplated in such registration statement (including the price at which Parent proposes to sell the securities in such offering), and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of a Holder, then (x) the amount number of securities to be offered for Registrable Securities of the accounts of Holders included in such Rightsholders and persons other than the Company registration statement shall be eliminated or reduced reduced, pro rata (based on the amount number of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to Registrable Securities that each Holder has requested be included in such offering registration statement and the aggregate number of Registrable Securities that the Holders and the other holders that have received shares of Parent Common Stock in connection with an Acquisition (the “Other Holders”) have requested be included in such registration statement (such proportion is referred to herein as “Pro Rata”), if Parent after consultation with the amount recommended by such managing underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Holders or Other Holders shall be included in such registration statement, if Parent after consultation with the managing underwriter’s written opinionunderwriter(s) recommends the inclusion of none of such Registrable Securities; provided, however, that if securities are being offered for the account of other persons or entities (the “Non Acquisition Other Holders”) as well as Parent, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be offered by the Holders and Other Holders than the fraction of similar reductions imposed on such Non Acquisition Other Holders or entities (other than Parent).