Common use of Piggy-Back Registration Rights Clause in Contracts

Piggy-Back Registration Rights. (a) If, at any time on or after the Closing through the Termination Date, the Company proposes to file any Registration Statement under the Securities Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock plan, then the Company shall (x) give written notice of such proposed filing to the Holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the Holder in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant as such Holder may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall cause the Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder proposing to distribute its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 or that are the subject of a then effective Registration Statement.

Piggy-Back Registration Rights. (a) If, If at any time on or after the Closing through the Termination Effective Date, the Company proposes to file any a Registration Statement under the Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders stockholders of the Company for their account (or by the Company and by shareholders stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, or (ii) for a merger stock dividend or acquisition or a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the Holder holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the such Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Holder holders of Registrable Securities in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant Registrable Securities as such Holder holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall cause the such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder All holders of Registrable Securities proposing to distribute its securities their Registrable Securities through a Piggy-Back Registration that involves an underwriter Underwriter or underwriters Underwriters shall enter into an underwriting agreement in customary form with the underwriter Underwriter or underwriters Underwriters selected for such Piggy-Back Registration. Notwithstanding anything the provisions set forth in the immediately preceding sentences, the right to a Piggy-Back Registration set forth under this Section 2.2.1 with respect to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under shall terminate on the Securities Act, that may be resold by constructively applying Rule 144 or that are seventh anniversary of the subject of a then effective Registration StatementEffective Date.

Piggy-Back Registration Rights. (a) If, at any time on or after 10.1 In the Closing through the Termination Date, event that the Company proposes to file register any Registration Statement Registrable Securities under the Securities Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely to S-4 or Form S-8, or any successor forms thereto, promulgated under the sale Securities Act), for the account of securities TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of participants in a Company stock plan, then Common Stock) the Company shall (x) give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such proposed filing to the Holder as soon as practicable but in no event less than a registration at least ten (10) days before the anticipated filing date date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Registration Statement, which notice shall describe the amount and type of securities Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement, the intended method(s) Statement a number of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer Registrable Securities equal to the Holder in such notice product of (x) the opportunity to register the sale of up to such aggregate number of shares of Common Stock equal to owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock issuable upon exercise of this Warrant as such Holder may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall cause the Registrable Securities proposed to be included in such registration and shall cause Registration Statement that are owned, directly or indirectly, by the managing underwriter Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or underwriters indirectly, by the Apollo Funds that are outstanding as of a proposed underwritten offering to permit the Registrable Securities requested to be included in a date of the Piggy-Back Registration on Notice (or at the same terms and conditions Company’s option, as any similar securities of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company and determines for any reason not to permit proceed with the sale or other disposition proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in accordance connection with the intended method(s) of distribution thereofsuch registration. A Holder proposing shall be permitted to distribute withdraw all or part of its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities from a registration pursuant to this Section 5(a) 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 or that are the subject of a then effective Registration Statementit would participate in such offering.

Piggy-Back Registration Rights. (a) If, at The Company covenants and agrees with the Holders and any time on or after subsequent Holders of the Closing through Warrants and/or Warrant Shares that in the Termination Date, event the Company proposes to file any Registration Statement a registration statement under the Securities Act (a “Registration Statement”) with respect to any offering class of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account security (or by the Company and by shareholders of the Company), other than a Registration Statement in connection with an exchange offer, a merger or acquisition non-cash offer or a Registration Statement registration statement on Form S-8 relating solely to or other unsuitable registration statement form) which becomes or which the sale of securities of participants in a Company stock plan, believes will become effective at any time after the Initiation Date then the Company shall (x) in each case give written notice of such proposed filing to the Holder as soon as practicable but in no event less than ten (10) Holders of Warrants and Warrant Shares at least 30 days before the anticipated proposed filing date of the Registration Statement, which and such notice shall describe offer to such Holders the amount and type opportunity to include in such registration statement such number of securities Warrant Shares as they may request, unless, in the opinion of counsel to be the Company reasonably acceptable to any such holder of Warrants or Warrant Shares who wishes to have Warrant Shares included in such Registration Statementregistration statement, registration under the intended method(s) of distribution, and Act is not required for the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the Holder in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant as such Holder may request in writing within five (5) days following receipt transfer of such notice (a “Piggy-Back Registration” and Warrants and/or Warrant Shares in the manner proposed by such shares of Common Stock, the “Registrable Securities”)Holders. The Company shall cause not honor any such request to register any such Warrant Shares if the Registrable Securities request is received later than six (6) years from the Effective Date, and the Company shall not be required to be included honor any request (a) to register any such Warrant Shares if the Company is not notified in writing of any such registration and request pursuant to this Section 15.2 within at least 20 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 or underwriters of a proposed underwritten offering to permit permit, the Registrable Securities Holders of Warrant Shares requested to be included in a the registration (the "Piggy-Back Registration back Shares ") to include such Piggy-back Shares in 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 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 permit be included in the sale or other disposition registration statement concurrently with the securities being registered by the Company would materially adversely affect the distribution of such Registrable Securities in accordance with securities by the intended method(s) Company for its own account, then the Holders of distribution thereof. A Holder proposing to distribute its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registrationback 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 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. Notwithstanding anything to In the contrary in this Section 5(a)event of such delay, the Company shall not file such supplements, post-effective amendments or 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 ("Piggy-back Termination Date"); provided, however, that if at the Piggy-back Termination Date the Piggyback Shares are covered by a registration statement which is, or required to register 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 Registrable Securities registration statement remains or is required to remain in effect for any of such other securities. All expenses of registration pursuant to this Section 5(a15.2 shall be borne by the Company, except that underwriting commissions and expenses attributable to the Piggy-back Shares and fees and disbursements of counsel (if any) to the Holders requesting that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 or that are the subject of a then effective Registration Statement.such Piggy-

Piggy-Back Registration Rights. (a) If, If at any time on or after the Closing through the Termination Datedate which a Lender has converted any of its Notes into Registrable Securities, and provided that such Lender continues to hold such Registrable Securities at such time, the Company proposes to file any Registration Statement registration statement under the Securities Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for a dividend reinvestment plan or (iii) in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock planacquisition, then the Company shall (x) give written notice of such proposed filing to the Holder applicable Lender as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Holder applicable Lender in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant Registrable Securities as such Holder applicable Lender may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall cause the such Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder proposing If such applicable Lender proposes to distribute its securities Registrable Securities through a Piggy-Back Registration that involves an underwriter or underwriters underwriters, then it shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 or that are the subject of a then effective Registration Statement.

Piggy-Back Registration Rights. (a) If, at The Company covenants and agrees with the Holders and any time on or after subsequent Holders of the Closing through Warrants and/or Warrant Shares that in the Termination Date, event the Company proposes to file any Registration Statement a registration statement under the Securities Act (a “Registration Statement”) with respect to any offering class of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account security (or by the Company and by shareholders of the Company), other than a Registration Statement in connection with an exchange offer, a merger or acquisition non-cash offer or a Registration Statement registration statement on Form S-8 relating solely to or other unsuitable registration statement form) which becomes or which the sale of securities of participants in a Company stock plan, believes will become effective at any time after the Initiation Date then the Company shall (x) in each case give written notice of such proposed filing to the Holder as soon as practicable but in no event less than ten (10) Holders of Warrants and Warrant Shares at least 30 days before the anticipated proposed filing date of the Registration Statement, which and such notice shall describe offer to such Holders the amount and type opportunity to include in such registration statement such number of securities Warrant Shares as they may request, unless, in the opinion of counsel to be the Company reasonably acceptable to any such Holder of Warrants or Warrant Shares who wishes to have Warrant Shares included in such Registration Statementregistration statement, registration under the intended method(s) of distribution, and Act is not required for the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the Holder in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant as such Holder may request in writing within five (5) days following receipt transfer of such notice (a “Piggy-Back Registration” and Warrants and/or Warrant Shares in the manner proposed by such shares of Common Stock, the “Registrable Securities”)Holders. The Company shall cause not honor any such request to register any such Warrant Shares if the Registrable Securities request is received later than six (6) years from the Effective Date, and the Company shall not be required to be included honor any request (a) to register any such Warrant Shares if the Company is not notified in writing of any such registration and request pursuant to this Section 15.2 within at least 20 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 or underwriters of a proposed underwritten offering to permit permit, the Registrable Securities Holders of Warrant Shares requested to be included in a the registration (the "Piggy-Back Registration back Shares") to include such Piggy-back Shares in 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 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 permit be included in the sale or other disposition registration statement concurrently with the securities being registered by the Company would materially adversely affect the distribution of such Registrable Securities in accordance with securities by the intended method(s) Company for its own account, then the Holders of distribution thereof. A Holder proposing to distribute its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registrationback 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 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. Notwithstanding anything to In the contrary in this Section 5(a)event of such delay, the Company shall not file such supplements, post-effective amendments or 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 ("Piggy-back Termination Date"); provided, however, that if at the Piggy-back Termination Date the Piggyback Shares are covered by a registration statement which is, or required to register 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 Registrable Securities registration statement remains or is required to remain in effect for any of such other securities. All expenses of registration pursuant to this Section 5(a15.2 shall be borne by the Company, except that underwriting commissions and expenses attributable to the Piggy-back Shares and fees and disbursements of counsel (if any) to the Holders requesting that are eligible for resale such Piggy-back Shares be offered will be borne by such Holders. The Company shall be obligated pursuant to Rule 144 promulgated under this Section 15.2 to include in the Securities ActPiggy-back Offering, Warrant Shares that may have not yet been purchased by a holder of 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 resold by constructively applying Rule 144 or that are included in such Piggy-back Offering prior to the subject consummation of such Piggy-back Offering. In addition, such Holder of Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the Piggy-back Offering. If the Company decides not to proceed with a then effective Registration StatementPiggy-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 two (2) years after the Expiration Date.

Piggy-Back Registration Rights. (a) If, If at any time on or after the Closing through the Termination Effective Date, the Company proposes to file any a Registration Statement under the Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders stockholders of the Company for their account (or by the Company and by shareholders stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, or (ii) for a merger or acquisition or a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the Holder holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the such Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Holder holders of Registrable Securities in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant Registrable Securities as such Holder holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall cause the such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder All holders of Registrable Securities proposing to distribute its securities their Registrable Securities through a Piggy-Back Registration that involves an underwriter Underwriter or underwriters Underwriters shall enter into an underwriting agreement in customary form with the underwriter Underwriter or underwriters Underwriters selected for such Piggy-Back Registration. Notwithstanding anything the provisions set forth in the immediately preceding sentences, the right to a Piggy-Back Registration set forth under this Section 2.2.1 with respect to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under shall terminate on the Securities Act, that may be resold by constructively applying Rule 144 or that are seventh anniversary of the subject of a then effective Registration StatementEffective Date.

Piggy-Back Registration Rights. (a) IfTo the extent a Holder’s Registrable Securities have not been registered pursuant to Section 2.1(a), at any time on or after the Closing through the Termination Date, if (i) the Company proposes to file any a Registration Statement under the Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account (other than a Shelf Registration Statement relating to primary offerings by the Company) or for shareholders any of the other security holders of the Company for their account (other than pursuant to Section 2.1) or by (ii) equity securities of the Company and by shareholders are to be sold in an underwritten offering (whether or not for the account of the Company), ) (other than a pursuant to Section 2.1) pursuant to an Automatic Shelf Registration Statement in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely to covering the sale of securities of participants in a Company stock planRegistrable Securities, then the Company shall (xi) give prompt written notice of such proposed filing and/or offering to the Holder all Holders if an Automatic Shelf Registration Statement is used in such offering or, if an Automatic Shelf Registration Statement is not used, those Holders with Registrable Securities included in such Registration Statement, as soon as practicable but in no event less than ten (10) days before 10 Business Days prior to the anticipated filing date of the Registration StatementStatement or anticipated date of pricing of such underwritten offering, which notice shall shall, subject to the Holder agreeing in writing to keep such information confidential, describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter underwriter(s) or underwritersAgent, if any, of the offering, and (ii) offer to the Holder Holders in such notice the opportunity to register the sale of up to or include in such offering, as applicable, such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant Registrable Securities as such Holder Holders may request in writing within five (5) days Business Days following receipt of such notice (a “Piggy-Back Registration” ”). 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 shares Piggy-Back Registration or prior to the pricing of Common Stockany 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 case of a determination not to register or to discontinue such offering, shall be relieved of its obligation to register any Registrable Securities”)Securities in connection with such registration or undertake such offering, as applicable, 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 the Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters all of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggynon-Back Registration underwritten registration to be included in such registration and shall use commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering (or Agent with respect to an agented offering) to permit the inclusion of the Registrable Securities requested in such underwritten or agented offering to be so included on the same terms and conditions as any similar securities of the Company included therein and shall use commercially reasonable efforts to cause the managing underwriter(s) to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder All Holders proposing to distribute its securities their Registrable Securities through a Piggy-Back Registration that involves an underwriter underwriter(s) or underwriters Agent shall (i) in connection with such distribution enter into an underwriting agreement or agency agreement, as applicable, in reasonable and customary form with the underwriter underwriter(s) or underwriters Agent selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), by the Company or the Person exercising demand registration rights, as applicable, and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement or agency agreement, as applicable; provided, that any such indemnities, contribution or expense reimbursement obligations shall not be required more onerous to register such Registrable Securities pursuant to the Holders than those set forth under Section 4 and Section 5 of this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 or that are the subject of a then effective Registration StatementAgreement.

Piggy-Back Registration Rights. (a) If, at any time on or after the Closing through the Termination DateClosing, the Company proposes to file any Registration Statement under the Securities Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock plan, then the Company shall (x) give written notice of such proposed filing to the Holder holders of Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Holder holders of Securities in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant Securities as such Holder holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall use commercially reasonable best efforts to cause the Registrable such Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder All holders of Securities proposing to distribute its their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a)6.1, the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a) 6.1 that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 Act or that are the subject of a then effective Registration Statement.

Piggy-Back Registration Rights. (a) If, If at any time on or commencing after October 31, 1999 until the Closing through expiration of the Termination DateWarrant (the "Registration Period"), Mentor Graphics Corporation (the Company "Company") proposes to file register any Registration Statement of securities under the Securities Act (other than registration of a “Registration Statement”) with respect stock option, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any offering of equity securitiessuch plan, or dividend investment plan, a registration of stock proposed to be issued in exchange for securities or other obligations exercisable or exchangeable forassets of, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement in connection with a the merger or acquisition consolidation with, another person or entity , or a Registration Statement on Form S-8 relating solely registration of stock proposed to the sale of be issued in exchange for securities of participants in a Company stock plansuch other person or entity), then the Company shall (x) give prompt written notice of such proposed filing thereof to the Holder as soon as practicable but in no event less than and, upon the written request made within ten (10) days before after the anticipated filing date 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 Registration StatementWarrant Shares which the Holder requests the Company to register, which notice shall describe provided that if the amount and type of securities registration relates to be included in such Registration Statementa firm commitment, underwritten public offering, the intended method(s) of distribution, and the name managing underwriter of the proposed managing underwriter or underwritersCompany's public offering, if any, shall be of the offering, and offer to opinion that the Holder inclusion in such notice the opportunity to register the sale registration of up to such number of shares Warrant Shares will not interfere with the successful marketing of Common Stock equal all of the Company's securities being registered. If the managing underwriter, if any, reasonably requests the Holder to reduce in whole or in part the number of shares Warrant Shares sought or be registered by the Holder, the Holder shall comply with the request of Common Stock issuable upon exercise of this the managing underwriter. In any underwritten offering, the Holder shall sell the Warrant Shares registered as such Holder may request in writing within five (5) days following receipt part of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall cause the Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration underwriters of such 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 Warrant Shares as the Company and the managing underwriter shall reasonably request for use in the registration statement relating to permit such offering. The Company shall pay all costs and expenses of the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereofHolder. A Holder proposing to distribute its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the The Company shall not be required obliged to register such Registrable effect registration under the Securities Act pursuant to this Section 5(a(a) on more than one occasion; provided, however, that are eligible for resale this limitation shall not apply if the number of shares requested to be registered by the Holder shall have been reduced pursuant to Rule 144 promulgated under the Securities Act, that may second sentence of this Section (a) unless and until the occurrence of an occasion on which the shares requested by the Holder to be resold by constructively applying Rule 144 or that are the subject of a then effective Registration Statementregistered have not been so reduced.

Piggy-Back Registration Rights. (a) If, at any time on or after the Closing through the Termination Date, the Company proposes to file any Registration Statement under the Securities Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders stockholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan or (iii) in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock planacquisition, then the Company shall (x) give written notice of such proposed filing to the Holder Buyers as soon as practicable but in no event less than ten five (105) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Holder Buyers in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to Shares and/or Warrant Shares (collectively, the number of shares of Common Stock issuable upon exercise of this Warrant “Registrable Securities”) as such Holder Buyer still owns and may request in writing within five two (52) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall cause the such Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder All holders of Registrable Securities proposing to distribute its their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a)7.8, the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a7.8 (i) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 or (ii) that are the subject of a then effective Registration StatementStatement or (iii) if at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act.

Piggy-Back Registration Rights. (a) If, If at any time on or after the Closing through the Termination Date, Effective Date the Company proposes to file any a Registration Statement under the Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders stockholders of the Company for their account (or by the Company and by shareholders stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, or (ii) for a merger or acquisition or a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the Holder holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Holder holders of Registrable Securities in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant Registrable Securities as such Holder holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall cause the such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder All holders of Registrable Securities proposing to distribute its their securities through a Piggy-Back Registration that involves an underwriter Underwriter or underwriters Underwriters shall enter into an underwriting agreement in customary form with the underwriter Underwriter or underwriters Underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 or that are the subject of a then effective Registration Statement.107

Piggy-Back Registration Rights. (a) If, If at any time on or after the Initial Closing through until such time as neither of the Termination DatePurchasers continues to hold any Registrable Securities, the Company proposes to file any a Registration Statement under the Securities Act (a “Registration Statement”) with respect to any the registration for an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders security holders of the Company for their account (or by the Company and by shareholders security holders of the Company), other than a Registration Statement Statement: (i) filed in connection with a merger any employee share option or acquisition other benefit plan, (ii) for an exchange offer or a Registration Statement on Form S-8 relating offering of securities solely to the sale Company’s existing security holders; (iii) for an offering of debt that is convertible into equity securities of participants in Company, or (iv) for a Company stock dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the Holder Purchasers holding Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statementor confidential submission date, which notice shall describe the amount and type of securities to be included in such Registration Statementregistration or offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Holder Purchasers holding Registrable Securities in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant Registrable Securities as such Holder Purchasers may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The To the extent permitted by applicable securities laws with respect to such registration by Company, Company shall use its best efforts to cause the (i) such Registrable Securities to be included in such registration and shall cause (ii) the managing underwriter or underwriters of a proposed underwritten offering Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder All Purchasers holding Registrable Securities proposing to distribute its their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the such underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 or that are the subject of a then effective Registration Statement.

Piggy-Back Registration Rights. In the event the Company proposes to file (afor its own offer and sale or offer and sale by selling security holders) If, a registration statement under the Act at any time on or after before __________, 2003 (the Closing through fifth anniversary of the Termination Effective Date, the Company proposes to file any Registration Statement under the Securities Act (a “Registration Statement”) with respect to any offering class of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account security (or by the Company and by shareholders of the Company), other than a Registration Statement in connection with an exchange offer, a merger or acquisition non-cash offer or a Registration Statement on registration statement of Form S-4 or Form S-8 relating solely or any successor registration statement form) which becomes or which should be expected to become effective at any time after the sale of securities of participants in a Company stock plan, Initiation Date then the Company shall (x) in each case give written notice of or such proposed filing to the Holder as soon as practicable but in no event less than ten (10) Holders of Warrants and Warrant Shares at least 30 days before the anticipated proposed filing date of the Registration Statement, which and such notice shall describe offer to such Holders the amount and type opportunity to include in such registration statement such number of securities Warrant Shares as they may request, unless, in the opinion of counsel to be the Company reasonably acceptable to any such holder of Warrants or Warrant Shares who wishes to have Warrant Shares included in such Registration Statementregistration statement, registration under the intended method(s) of distribution, and Act is not required for the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the Holder in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant as such Holder may request in writing within five (5) days following receipt transfer of such notice (a “Piggy-Back Registration” and Warrants and/or Warrant Shares in the manner proposed by such shares of Common Stock, the “Registrable Securities”)Holders. The Company shall cause not be obligated to honor any request to register any such Warrant Shares if the Registrable Securities Company is not notified in writing of any such request pursuant to be included in such registration and 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 or underwriters of a proposed underwritten offering to permit permit, the Registrable Securities Holders of Warrant Shares requested to be included in a the registration (the "PIGGY-BACK SHARES") to include such Piggy-Back Registration back Shares in 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 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 permit be included in the sale or other disposition registration statement concurrently with the securities being registered by the Company would materially adversely affect the distribution of such Registrable Securities in accordance with securities by the intended method(s) Company for its own account, then the Holders of distribution thereof. A Holder proposing to distribute its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registrationback Shares shall delay their offering and sale of Piggy-back 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 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. Notwithstanding anything to In the contrary in this Section 5(a)event of such delay, the Company shall not file such supplements, post-effective amendments or 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 ("PIGGY-BACK TERMINATION DATE"); provided, however, that if at the Piggy-back Termination Date the Piggy-back Shares are covered by a registration statement which is, or is required to register 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 Registrable Securities registration statement remains or is required to remain in effect for any of such other securities. The Company shall be obligated pursuant to this Section 5(a) 13.2 to include in the registration Warrant Shares that have not yet been purchased by a holder of 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 registration prior to the consummation of the offering made pursuant thereto. In addition, such 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 eligible for resale pursuant included, the Company has no obligation to Rule 144 promulgated under proceed with the Securities Actoffering of the Piggy-back Shares, that may be resold by constructively applying Rule 144 or that are unless the subject Holders of a then effective Registration Statementthe Warrants and/or Warrant Shares otherwise comply with the provisions of Section 13.1 hereof (without regard to the 60 days' written request required thereby).

Piggy-Back Registration Rights. (a) If, at any time on or after the Closing through the Termination DateClosing, the Company proposes to file any Registration Statement under the Securities Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock planacquisition, then the Company shall (x) give written notice of such proposed filing to the Holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Holder in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant Securities as such Holder may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall cause the shares of Common Stock underlying the Warrant Shares (the “Registrable Securities Securities”) to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder proposing to distribute its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 Act or that are the subject of a then effective Registration Statement.

Piggy-Back Registration Rights. (a) If, If at any time on or after the Closing through date hereof until such the Termination Datedate that the Conversion Shares may be sold pursuant to Rule 144 without volume or manner of sale restrictions, the Company proposes 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 Registration Statement of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act Act), or their then equivalents (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement relating to equity securities to be issued solely in connection with a merger any acquisition of any entity or acquisition business or a Registration Statement on Form S-8 relating solely to the sale of equity securities of participants issuable in a Company connection with stock planoption or other employee benefit plans, then the Company shall (x) give send a written notice of such proposed filing determination to the Holder as soon as practicable but in no event less than and, if within ten (10) calendar days before after the anticipated filing date of delivery of such notice, any such Holder shall so request in writing, the Company shall include in such Registration Statement all or any part of the Conversion Shares as the Holder requests to be registered so long as such Conversion Shares are proposed to be disposed in the same manner as those securities set forth in the Registration Statement; provided, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwritershowever, if any, the inclusion of the offering, and offer to the Holder in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant as such Holder may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall cause the Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities Conversion 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 shall be required to include in such Registration Statement only that number of Conversion Shares to the extent that such inclusion shall not cause and Adverse Effect; provided, further, if such number of Conversion Shares is limited hereunder, any cutbacks of a Piggy-Back Holder’s Conversion Shares shall be done on a pro rata basis among all Holders based on their respective number of shares to be registered hereunder. To the extent that all of the Conversion Shares are not included in the initial Registration Statement, the Holders shall have the right to request the inclusion of its Conversion Shares in subsequent Registration Statements until all such Conversion Shares have been registered in accordance with the terms hereof. If the offering in which the Conversion Shares is being included in a Registration Statement is a firm commitment underwritten offering, unless otherwise agreed by the Company, the Holder shall sell its Conversion Shares in such offering using the same underwriters and, subject to the 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 Commission as promptly as is possible following it being filed with the Commission and to permit the remain effective until all Conversion Shares subject thereto have been sold or may be sold without volume or manner of sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereofrestrictions. A Holder proposing to distribute its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything All fees and expenses incident to the contrary in performance of or compliance with this Section 5(a), by the Company shall be borne by the Company whether or not be any Conversion Shares are sold pursuant to the Registration Statement. The Company shall indemnify and hold harmless the Holder, the officers, directors, members, partners, agents, brokers, investment advisors and employees of each of them, each person who controls the Holder (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 register such Registrable Securities pursuant be stated therein or necessary to this Section 5(amake 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) that are eligible for resale pursuant to Rule 144 promulgated under 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, except to the extent, but only to the extent, that may be resold such untrue statements or omissions referred to in (i) above are based solely upon information regarding the Holder furnished in writing to the Company by constructively applying Rule 144 the Holder expressly for use therein, or (ii) to the extent that are such information relates to such Holder’s proposed method of distribution of Conversion Shares and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, the subject prospectus included therein or in any amendment or supplement thereto. The rights of the Holder under this Section 1.4 shall survive until all Conversion 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 Holder 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 Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a then effective 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 make the 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 Holder to the Company specifically for inclusion in such Registration Statement or (ii) to the extent that such information relates to such Holder’s proposed method of distribution of Conversion Shares and was reviewed and expressly approved in writing by such Holder 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 Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Conversion Shares giving rise to such indemnification obligation

Piggy-Back Registration Rights. (a) If, If at any time on or after following the Closing through the Termination DateClosing, the Company proposes to file any Registration Statement under the Securities Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company) (a “Registration Statement”), other than a Registration Statement (i) to register securities in an underwritten public offering, (ii) filed in connection with any employee stock option or other benefit plan on Form S-8, (iii) for a dividend reinvestment plan, or (iv) in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock planacquisition, then the Company shall (x) give written notice of such proposed filing to the Holder Purchaser as soon as practicable but in no event less than ten five (105) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, Statement and the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, distribution of the offering, and (y) offer to the Holder Purchase in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant Shares as such Holder holders may request in writing within five three (53) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall use its reasonable efforts to cause the Registrable Securities such Shares to be included in such registration and shall cause registration. Notwithstanding the managing underwriter or underwriters foregoing, if, at any time after giving a notice of a proposed underwritten offering Piggyback Registration and prior to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities effective date of the Company and to permit the sale or other disposition of such Registrable Securities Registration Statement filed in accordance with the intended method(s) of distribution thereof. A Holder proposing to distribute its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a)connection therewith, the Company shall determine for any reason not be required to register or to delay registration of the other securities proposed to be registered therein, the Company may, at its election, give written notice of such Registrable Securities pursuant determination to this Section 5(athe Purchaser and, following such notice, (i) that are eligible for resale pursuant to Rule 144 promulgated under in the Securities Act, that may be resold by constructively applying Rule 144 or that are the subject case of a then effective Registration Statementdetermination not to register, shall be relieved of its obligation to register any Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares for the same period as the delay in registering such other securities.

Piggy-Back Registration Rights. (a) If, at any time on or after the Closing through the Termination Date, If the Company proposes to file register any of its Common Stock (other than pursuant to a Registration Statement under the Securities Act (a “Registration Statement”) with respect to on Form S-4 or S-8 or any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Companysuccessor form), other than a Registration Statement in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely it will give prompt written notice to the sale Shareholders of securities of participants in a Company stock plan, then its intention to effect such registration (the Company shall (x) give written notice of such proposed filing to the Holder as soon as practicable but in no event less than “Incidental Registration”). Within ten (10) business days before of receiving such written notice of an Incidental Registration, the anticipated filing Shareholders may make a written request (the “Piggy-Back Request”) that the Company include in the proposed Incidental Registration all, or a portion, of the Shares owned by the Shareholder. The Company will use its commercially reasonable efforts to include in any Incidental Registration all Shares which the Company has been requested to register pursuant to any timely Piggy-Back Request. Notwithstanding the foregoing, (i) the Company shall not be obligated pursuant to this Section 9.1 to effect a registration pursuant to a timely Piggy-Back Request if the Company discontinues the related Incidental Registration at any time prior to the effective date of any Registration Statement filed in connection therewith; (ii) if a registration pursuant to this Section 9.1 involves an underwritten offering, and the Registration Statementmanaging underwriter (or, which notice in the case of an offering that is not underwritten, an investment banker) shall describe advise the amount and type Company that, in its opinion, the number of securities requested and otherwise proposed to be included in such Registration Statement, registration exceeds the intended method(s) of distribution, and number which can be sold in such offering without adversely affecting the name of the proposed managing underwriter or underwriters, if any, marketability of the offering, and offer the Company will include in such registration to the Holder extent of the number which the Company is so advised can be sold in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant as such Holder may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stockoffering, first, the “Registrable Securities”). The securities the Company shall cause proposes to sell for its own account in such registration and second, the Registrable Securities Shares of the Shareholder requesting to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities all other securities requested to be included in such registration on a Piggy-Back Registration on pro rata basis; (iii) if the same terms and conditions as Company is engaged in, or has definitive plans to engage in, any similar securities activity or negotiations that, in the good faith determination of the Board of Directors of the Company, would be adversely affected by disclosure that would be required in connection with a registration to the material detriment of the Company, then the Company and to permit may delay such registration for a period of 80 days from the sale or other disposition date of the conclusion of such Registrable Securities in accordance with the intended method(sactivity or negotiations; and (iv) of distribution thereof. A Holder proposing to distribute its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities obligated pursuant to this Section 5(a) 9.1 to effect a registration pursuant to a timely Piggy-Back Request of any Shares that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 Act or that are the subject of a then effective Registration Statementregistration statement.

Piggy-Back Registration Rights. In the event the Company proposes to file (afor its own offer and sale or offer and sale by selling security holders) If, a registration statement under the Act at any time on or after before ______________, 2000 (the Closing through third anniversary of the Termination Effective Date, the Company proposes to file any Registration Statement under the Securities Act (a “Registration Statement”) with respect to any offering class of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account security (or by the Company and by shareholders of the Company), other than a Registration Statement in connection with an exchange offer, a merger or acquisition non-cash offer or a Registration Statement registration statement on Form S-4 or Form S-8 relating solely or any successor registration statement form) which becomes or which should be expected to become effective at any time after the sale of securities of participants in a Company stock plan, Initiation Date then the Company shall (x) in each case give written notice of such proposed filing to the Holder as soon as practicable but in no event less than ten (10) Holders of Warrants and Warrant Shares at least 30 days before the anticipated proposed filing date of the Registration Statement, which and such notice shall describe offer to such Holders the amount and type opportunity to include in such registration statement such number of securities Warrant Shares as they may request, unless, in the opinion of counsel to be the Company reasonably acceptable to any such holder of Warrants or Warrant Shares who wishes to have Warrant Shares included in such Registration Statementregistration statement, registration under the intended method(s) of distribution, and Act is not required for the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the Holder in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant as such Holder may request in writing within five (5) days following receipt transfer of such notice (a “Piggy-Back Registration” and Warrants and/or Warrant Shares in the manner proposed by such shares of Common Stock, the “Registrable Securities”)Holders. The Company shall cause not be obligated to honor any request to register any such Warrant Shares if the Registrable Securities Company is not notified in writing of any such request pursuant to be included in such registration and 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 or underwriters of a proposed underwritten offering to permit permit, the Registrable Securities Holders of Warrant Shares requested to be included in a the registration (the "PIGGY-BACK SHARES") to include such Piggy-Back Registration back Shares in 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 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 permit be included in the sale or other disposition registration statement concurrently with the securities being registered by the Company would materially adversely affect the distribution of such Registrable Securities in accordance with securities by the intended method(s) Company for its own account, then the Holders of distribution thereof. A Holder proposing to distribute its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything 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 the contrary in this Section 5(a)exceed 120 days, the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 or that are the subject of a then effective Registration Statement.as

Piggy-Back Registration Rights. (a) IfSubject to (b) below, at any time on or after the Closing through the Termination Date, that the Company proposes to file any a Company Registration Statement under the Securities Act of 1933, as amended (a “the "Act") (the "Registration Statement”) with respect to any offering of equity securities"), or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company either for its own account or for shareholders the account of the Company for their account (a stockholder or by the Company and by shareholders of the Company)stockholders, other than a Registration Statement in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock plan, then the Company shall (x) give the Placement Agents written notice of such proposed filing its intention to do so and of the Holder as soon as practicable but in no event less than ten intended method of sale (10the "Registration Notice") days before within a reasonable time prior to the anticipated filing date of the Company's Registration StatementStatement effecting such Company registration. The Placement Agents may request inclusion of any Warrants (hereafter "Restricted Securities") in such registration statement by delivering to the Company, which within ten (10) business days after receipt of the Registration Notice, a written notice shall describe (the amount "Piggyback Notice") stating the number of Restricted Securities proposed to be included and type of securities that such shares are to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the Holder in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant as such Holder may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall cause the Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration any underwriting only on the same terms and conditions as any similar securities the shares of Common Stock otherwise being sold through underwriters under such Company Registration Statement. The Company shall use its best efforts to cause all Restricted Securities specified in the Piggyback Notice to be included in the Company Registration Statement and any related offering, all to the extent requisite to permit the sale or other disposition by the Placement Agents of such Registrable its Restricted Securities in accordance with the intended method(s) method of distribution thereof. A Holder proposing to distribute its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything sale applicable to the contrary other shares of Common Stock included in this Section 5(a)such Company Registration Statement; 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 Company Registration Statement filed in connection with such registration, the Company shall determine for any reason not be required to register or to delay registration of the Placement Agents' Restricted Securities, the Company may, at its election, give written notice of such Registrable Securities pursuant determination to this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under the Securities ActPlacement Agents and, that may be resold by constructively applying Rule 144 or that are the subject of a then effective Registration Statement.thereupon:

Piggy-Back Registration Rights. If the Company shall file with the SEC a registration statement under the 1933 Act with respect to a public offering for cash of any of the Company's Common Stock by the Company or any of its stockholders (aother than (i) Ifa registration on Form S-4 or Form S-8 promulgated under the 1933 Act or any successor form to such forms, (ii) a registration filed in connection with an exchange offer, or (iii) an offering of Common Stock solely to the existing stockholders or employees of the Company) then the Company will, at any time on or least twenty (20) days prior to filing such registration statement, notify the Piggy-back Holders in writing of its intention to make such a filing and of the Piggy-back Holders' right to register their Registrable Shares. Upon the written request by a Piggy-back Holder, stating the number of Registrable Shares desired to be registered by such Piggy-back Holder, given within fifteen (15) days after mailing of such notice by the Closing through the Termination DateCompany in accordance with Section 7.4 hereof, the Company proposes to file any Registration Statement under the Securities Act (a “Registration Statement”) with respect to any offering of equity securitiesshall, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely subject to the sale of securities of participants in a Company stock plan, then the Company shall (x) give written notice of such proposed filing to the Holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the Holder in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise provisions of this Warrant as such Holder may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common StockArticle 7, the “Registrable Securities”). The Company shall cause the Registrable Securities to be included in such registration and shall cause statement for registration under the managing underwriter or underwriters of a proposed underwritten offering to permit 1933 Act all the Registrable Securities Shares that each such Piggy-back Holder has requested to be included in a registered. The Company shall have the right to terminate or withdraw any registration initiated by it under this Article 7 prior to the effectiveness of such registration without any liability to any Piggy-Back Registration on back Holder. Whenever required under this Article 7 to effect the same terms registration of any Registrable Shares, the Company shall, as expeditiously as reasonably possible (i) prepare and conditions file with the SEC the registration statement with respect to such Registrable Shares and cause such registration statement to become and remain effective; provided, however, the Company shall in no event be obligated to cause any such registration to remain effective for more than three hundred sixty-five (365) days, or such shorter period as any similar securities is required to dispose of all Registrable Shares covered by such registration statement, (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Company and 1933 Act with respect to permit the sale or other disposition of all Registrable Shares covered by such Registrable Securities registration statement, (iii) furnish to the Piggy-back Holders such numbers of copies of a prospectus in accordance conformity with the intended method(srequirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Shares owned by them, and (iv) register and qualify the Registrable Shares covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably appropriate for the distribution thereof. A Holder proposing to distribute its securities through a Piggy-Back Registration of the Registrable Shares covered by the registration statement, provided that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the Company shall not be required in connection therewith or as a condition thereto to register such Registrable Securities pursuant qualify to this Section 5(a) that are eligible for resale pursuant do business or to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 file a general consent to service of process in any state or that are the subject of a then effective Registration Statementjurisdiction.

Piggy-Back Registration Rights. If the Issuer proposes to file a ------------------------------ registration statement under the Securities Act, covering securities of the Issuer, whether for the Issuer's own account or for the account of selling security holders (aother than a registration statement relating to an acquisition or merger or a registration statement on Form S-4 or S-8 or subsequent similar forms or pursuant to a registration under this Section 6(b), it shall advise the ------------ Holder and/or the holders of any Warrant Stock issuable or issued upon the exercise of this Warrant (each such Holder or holder of Warrant Stock being referred to herein as a "holder") Ifby written notice at least thirty days prior to the filing of such registration statement and will upon the request of any such holder given within thirty (15) Business Days after the receipt of any such notice (which request shall include the number of shares of Warrant Stock intended to be disposed of by such holder) use its best efforts to effect the registration under the Securities Act of all Warrant Stock that the Issuer has been requested to so register and to include in any such registration statement such information as may be required to permit a public offering of the Warrant Stock. The Issuer is not required to include such Warrant Stock in a registration statement relating to an offering of securities if the managing underwriter has advised the Issuer that the inclusion of such Warrant Stock should be limited due to market conditions. In such event, the number of shares of Warrant Stock determined by such underwriter to be the maximum number capable of being included in such registration shall be allocated as follows: (i) first, to the Warrant Stock (if any) sought to be included by the Issuer; (ii) second, to the Warrant Stock sought to be included by the holders of the Warrant Stock pro rata to the numbers of Warrant Stock sought to be registered by each such holder; and (iii) last, to the Warrant Stock sought to be included by any other securities holders. The Issuer shall keep any such registration statement current for a period of six months from the effective date of such registration statement or until such earlier date as all of the registered Warrant Stock shall have been sold. In connection with such registration, the holders will execute and deliver such customary underwriting documents as are requested by the managing underwriter as a condition to the inclusion of the Warrant Stock in the registration statement, provided, however, that if, at any time on or after giving written notice of its intention to register any securities and prior to the Closing through the Termination Date, the Company proposes to file any Registration Statement under the Securities Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders effective date of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement registration statement filed in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely such registration, the Issuer shall determine for any reason not to register such securities, the sale of securities of participants in a Company stock planIssuer may, then the Company shall (x) at its election, give written notice of such proposed filing determination to each holder who made a request as above provided and thereupon the Holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date Issuer shall be relieved of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the Holder in such notice the opportunity its obligation to register the sale of up to any such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant as such Holder may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall cause the Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder proposing to distribute its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 or that are the subject of a then effective Registration Statementsecurities.

Piggy-Back Registration Rights. In the event that the Company’s shares of Common Stock have not commenced trading on the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange, within one hundred twenty (a120) If, at any time on or days after the Closing through Date and in the Termination Dateevent that the Securities in this offering have not been converted into a contemplated preferred stock offering prior to December 31, 2021, and, thereafter, the Company proposes determines to file any Registration Statement a registration statement under the Securities Act to register the offer and sale, by the Company, of Common Stock (other than (i) on Form S-4 or Form S-8 under the Securities Act or any successor forms thereto or (ii) a registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Piggy-Back Registration Statement”), the Company shall, as soon as reasonably practicable, give written notice to the holders of the Notes and/or the Warrants of its intention to so register the offer and sale of Common Stock and, upon the written request, given within three (3) with respect to Business Days after delivery of any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, such notice by the Company for its own account or for shareholders Company, of any such holder’s right to include in such registration the Company for their account Conversion Shares and/or the Warrant Shares (or by collectively, the Company and by shareholders “Registrable Securities”) (which request shall specify the number of the CompanyRegistrable Securities proposed to be included in such registration), other than a Registration Statement in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock plan, then the Company shall (x) give written notice of cause all such proposed filing to the Holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities Registrable Securities to be included in such Registration Statement, Statement on the intended method(s) of distribution, same terms and conditions as the name of the proposed managing underwriter or underwriters, if any, of the Common Stock otherwise being sold pursuant to such registered offering, and offer which shall be provided to holders electing to include any Registrable Securities at least one (1) Business Day prior to filing such Registration Statement with the Holder in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant as such Holder may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”)Commission. The Company shall cause the such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration Statement on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder All holders of Registrable Securities proposing to distribute its their securities through a Piggy-Back Registration Statement that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the sale of securities pursuant to such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 or that are the subject of a then effective Registration Statement.

Piggy-Back Registration Rights. (ai) If, at any time on or after the Closing through the Termination DateClosing, the Company proposes to file any Registration Statement under the Securities Act (a “"Registration Statement”") with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement in connection with a merger or acquisition or in connection with a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock planRegistration Statement, then the Company shall (x) give written notice of such proposed filing to the Holder holders of Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Holder holders of Securities in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant Securities as such Holder holders may request in writing within five (5) days following receipt of such notice (a “"Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”"). The Company shall cause the Registrable such Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder All holders of Securities proposing to distribute its their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a5(c)(i), if the Company shall not Shares of Warrant Shares have been held by the Purchaser for more than six (6) months and may be required to register such Registrable Securities pursuant to this Section 5(a) that are eligible for resale sold pursuant to Rule 144 promulgated under the Securities Act144, that may be resold by constructively applying Rule 144 then such Purchaser shall not have Piggy-Back Registration rights with respect to such Shares or that are the subject of a then effective Registration StatementWarrant Shares.

Piggy-Back Registration Rights. (a) If, If at any time on or after the Closing through the Termination Date, the Company proposes to file any Registration Statement a registration statement under the Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company)account, other than a Registration Statement registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with a merger any acquisition of any entity or acquisition business or a Registration Statement on Form S-8 relating solely to equity securities issuable in connection with the sale of securities of participants in a Company Company’s stock planoption or other employee benefit plans, then the Company shall (x) give written notice of such proposed filing to the Holder Subscriber as soon as practicable but in no event less than ten (10) business days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the Holder Subscriber in such notice the opportunity to register the sale of up to such number of Shares and the shares of Common Stock equal to underlying the number of shares of Common Stock issuable upon exercise of this Warrant as such Holder Subscriber may request in writing within five (5) business days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Subject to customary underwriter cutbacks applicable to all holders of registration rights, the Company shall cause the such Registrable Securities to be included in such registration and shall use its commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder proposing to distribute its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 or that are the subject of a then effective Registration Statement.“