Common use of Piggy-Back Registration Rights Clause in Contracts

Piggy-Back Registration Rights. If the Company before January 15, 2001 contemplates a public offering of shares of its Common Stock to be registered under the Securities Act, the Company shall so notify the Purchaser in writing of its intention to do so, at least twenty (20) days prior to the filing of a registration statement for such offering. If Purchaser gives written notice to the Company, within ten (10) days of receipt of the notice from the Company, of Purchaser's desire to have its Restricted Common Stock included in such registration statement, Purchaser may, subject to the provisions of this Section 4.04, have its Restricted Common Stock included in such registration statement. The Company shall bear all expenses in connection with the registration and sale of any such Restricted Common Stock, other than the fees or disbursements of any special counsel which the Purchaser may retain in connection with the registration of its Restricted Common Stock or any portion of the underwriter's commission, discounts and expenses attributable to the Restricted Common Stock being offered and sold by the Purchaser. Notwithstanding the foregoing, if the managing underwriter of any such offering determines that the number of shares proposed to be sold by the Company, by other shareholders having piggy-back rights, and/or by the Purchaser is greater than the number of shares which the underwriter believes feasible to sell at the time, at the price and upon the terms approved by the Company, then the number of shares which the underwriter believes may be sold shall be allocated for inclusion in the registration statement in the following order of priority: (i) shares being offered by the Company; and (ii) pro rata among the other shareholders and the Purchaser, based on the number of shares of Common Stock each shareholder requested to be registered. The Company shall have the right to designate the managing underwriter in respect of a public offering pursuant to this Section 4.04.

Piggy-Back Registration Rights. If At any time the Conversion Shares or Warrant Shares (or right to obtain Warrant Shares pursuant to the terms of the Warrant) (collectively, the “Registrable Securities”) are owned by a Purchaser and there is not an effective registration statement covering all of the Registrable Securities, and if the Company before January 15shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act, 2001 contemplates a public offering of shares any of its Common Stock equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Act) or their then equivalents (the “Registration Statement”) relating to equity securities to be registered under issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Securities ActCompany’s stock option or other employee benefit plans, then the Company shall deliver to each Purchaser a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Purchaser shall so request in writing, the Company shall so notify the Purchaser in writing of its intention to do so, at least twenty (20) days prior to the filing of a registration statement for such offering. If Purchaser gives written notice to the Company, within ten (10) days of receipt of the notice from the Company, of Purchaser's desire to have its Restricted Common Stock included include in such registration statementstatement all or any part of such Registrable Securities such Purchaser requests to be registered; provided, Purchaser mayhowever, subject that Registrable Securities may be reduced on a pro rata basis with such other securities being registered on the applicable registration statement if and to the provisions of this Section 4.04, have its Restricted Common Stock included in such registration statement. The Company shall bear all expenses in connection extent that the underwriter(s) associated with the registration and sale offering which is the subject of any such Restricted Common Stock, other than the fees or disbursements of any special counsel which the Purchaser may retain in connection with the registration of its Restricted Common Stock or any portion of the underwriter's commission, discounts and expenses attributable to the Restricted Common Stock being offered and sold by the Purchaser. Notwithstanding the foregoing, if the managing underwriter of any such offering determines that the number of shares proposed to be sold by the Company, by other shareholders having piggy-back rights, and/or by the Purchaser is greater than the number of shares which the underwriter believes feasible to sell at the time, at the price and upon the terms approved by the Company, then the number of shares which the underwriter believes may be sold shall be allocated for inclusion in the registration statement believes, in good faith, that the following order inclusion of priority: (i) shares being offered such Registrable Securities will have an adverse effect on the sale of the securities for which such registration statement was filed, and further provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6.2 that are eligible for resale pursuant to Rule 144 promulgated by the CompanySEC pursuant to the Act or that are the subject of a then effective registration statement; and (ii) pro rata among provided further that the other shareholders and Borrower’s counsel renders an opinion letter as such in favor of the Purchaser, based Purchaser at Borrower’s expense. If any SEC guidance or FINRA regulation sets forth a limitation on the number of shares of Common Stock each shareholder requested securities permitted to be registered. The registered on a particular registration statement (and notwithstanding that the Company shall have used diligent efforts to advocate with the right SEC for the registration of all or a greater portion of Registrable Securities), the number of Registrable Securities to designate be registered on such registration statement will be reduced on a pro rata basis with such other securities being registered on the managing underwriter in respect of a public offering pursuant to this Section 4.04applicable registration.

Piggy-Back Registration Rights. If a) For a period of twelve (12) months following the Company before January 15, 2001 contemplates a public offering of shares of its Common Stock to be registered under the Securities ActClosing Date, the Company shall so notify the Purchaser Holder in writing of its intention to do so, at least twenty (20) days prior to the filing of any registration statement under Securities Act, in connection with a public offering of shares of the Company’s common stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement for covering the resale of the Warrant Shares) and will afford the Holder an opportunity to include in such offeringregistration statement all or part of the Warrant Shares held by the Holder. If Purchaser gives written notice In the event the Holder desires to include in any such registration statement all or any part of the CompanyWarrant Shares held by the Holder, the Holder shall within ten (10) days of receipt of after the above-described notice from the Company, so notify the Company in writing, including the number of Purchaser's desire such Warrant Shares that the Holder wishes to have its Restricted Common Stock included in such registration statement, Purchaser may, subject to the provisions of this Section 4.04, have its Restricted Common Stock included include in such registration statement. The Company shall bear If the Holder decides not to include all expenses in connection with the registration and sale of any such Restricted Common Stock, other than the fees or disbursements of any special counsel which the Purchaser may retain in connection with the registration of its Restricted Common Stock or Warrant Shares and in any portion of the underwriter's commission, discounts and expenses attributable to the Restricted Common Stock being offered and sold by the Purchaser. Notwithstanding the foregoing, if the managing underwriter of any such offering determines that the number of shares proposed to be sold registration statement thereafter filed by the Company, by other shareholders having piggy-back rights, and/or by the Purchaser is greater than the number of shares which the underwriter believes feasible Holder shall nevertheless continue to sell at the time, at the price and upon the terms approved by the Company, then the number of shares which the underwriter believes may be sold shall be allocated for inclusion in the registration statement in the following order of priority: (i) shares being offered by the Company; and (ii) pro rata among the other shareholders and the Purchaser, based on the number of shares of Common Stock each shareholder requested to be registered. The Company shall have the right to designate include any Warrant Shares in any subsequent registration statement or registration statements as may be filed by the managing underwriter in Company with respect to the offering of a public offering pursuant to this Section 4.04the securities, all upon the terms and conditions set forth herein.

Piggy-Back Registration Rights. If Notwithstanding anything to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company before January 15and the purchasers signatory thereto (the “Registration Rights Agreement”), 2001 contemplates a public offering of the Securities (including any shares of its Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to be registered any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than 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 any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall so notify send to the Purchaser in writing of its intention to do so, at least twenty (20) days prior to the filing of a registration statement for such offering. If Purchaser gives written notice to the Companyof such determination and if, within ten (10) days of after receipt of such notice, the notice from Purchaser shall so request in writing, the Company, of Purchaser's desire to have its Restricted Common Stock included Company shall include in such registration statement, statement all or any part of such Registrable Securities the Purchaser may, subject requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the provisions of this Section 4.04, have its Restricted Common Stock included in such registration statement. The Company shall bear all expenses in connection with the registration and sale of any such Restricted Common Stock, other than the fees or disbursements of any special counsel which the Purchaser may retain in connection with the registration inclusion of its Restricted Common Stock or any portion of the underwriter's commission, discounts and expenses attributable Registrable Securities unless it has returned such questionnaire to the Restricted Common Stock being offered and sold by the PurchaserCompany. Notwithstanding the foregoing, if in the event that, in connection with any underwritten public offering, the managing underwriter of any such offering determines that the number of shares proposed to be sold by the Company, by other shareholders having piggy-back rights, and/or by the Purchaser is greater than the number of shares which the underwriter believes feasible to sell at the time, at the price and upon the terms approved by the Company, then the number of shares which the underwriter believes may be sold underwriter(s) thereof shall be allocated for inclusion in the registration statement in the following order of priority: (i) shares being offered by the Company; and (ii) pro rata among the other shareholders and the Purchaser, based impose a limitation on the number of shares of Common Stock each shareholder which may be included in the registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be registeredincluded by the Company in such underwritten offering shall be cutback. The Company shall have If an offering in connection with which the right Purchaser is entitled to designate the managing underwriter in respect of a public offering pursuant to registration under this Section 4.043.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters.

Piggy-Back Registration Rights. 4.2(a) If at any time the Company before January 15has registered or has determined to register any of its securities for its own account or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), 2001 contemplates the Company will give holders of the Securities (the “Holders”) written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to Section 4.2(b), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If a public Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of its Common Stock common stock, par value $0.00001 per share of the Company, and other Registrable Securities proposed to be registered under included in such registration exceeds the Securities ActMaximum Number of Shares, the Company shall so notify the Purchaser in writing of its intention to do so, at least twenty (20) days prior to the filing of a registration statement for such offering. If Purchaser gives written notice to the Company, within ten (10) days of receipt of the notice from the Company, of Purchaser's desire to have its Restricted Common Stock included include in such registration statementregistration: (i) first, Purchaser may, subject to the provisions of this Section 4.04, have its Restricted Common Stock included in such registration statement. The Company shall bear all expenses in connection with the registration and sale of any such Restricted Common Stock, other than the fees or disbursements of any special counsel which the Purchaser may retain in connection with the registration of its Restricted Common Stock or any portion of the underwriter's commission, discounts and expenses attributable to the Restricted Common Stock being offered and sold by the Purchaser. Notwithstanding the foregoing, if the managing underwriter of any such offering determines that the number of shares proposed of common stock that the Company proposes to be sold by the Company, by other shareholders having piggy-back rights, and/or by the Purchaser is greater than the number of shares which the underwriter believes feasible to sell at the time, at the price and upon the terms approved by the Company, then the number of shares which the underwriter believes may be sold shall be allocated for inclusion in the registration statement in the following order of priority: (i) shares being offered by the Companysell; and (ii) second, the number of shares of common stock and other Registrable Securities requested to be included therein by holders of common stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4. 2(a), pro rata among all such holders on the other shareholders and the Purchaser, based on basis of the number of shares of Common Stock each shareholder and other Registrable Securities requested to be registeredincluded therein by all such holders or as such holders and the Company may otherwise agree. The Company shall have the right to designate the managing underwriter in respect of a public offering pursuant to this Section 4.04.“

Piggy-Back Registration Rights. If (a) At any time prior to the fifth anniversary of the Lock-up Expiration Date (the "Termination Date"), whenever the Company proposes to file a registration statement under the Securities Act with the Commission with respect to an underwritten offering of Common Stock for cash by the Company for its own account, other than a registration relating to the offering or issuance of Common Stock in connection with employee compensation or benefit plans on Form S-8 (or any successor form) or on Form S-4 (or any successor form) relating solely to a transaction within the scope of Rule 145, then the Company shall in each case give written notice (a "Registration Notice") of such proposed filing to the Holders at least 20 days before January 15, 2001 contemplates the anticipated filing date. Such notice shall specify the approximate date on which the Company proposes to file such registration statement and shall offer the Holders the opportunity to register such number of Registrable Securities as each such Holder may request (a public "Piggy-back Registration"). Each Holder desiring to participate in such offering shall notify the Company no later than ten days following the receipt of the Registration Notice of the aggregate number of shares of its Common Stock Registrable Securities that such Holder desires to sell in the offering. The Company shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested by the Holders to be registered under included in the Securities Act, the Company shall so notify the Purchaser in writing of its intention to do so, at least twenty (20) days prior to the filing of a registration statement for such offering. If Purchaser gives written notice offering to be included on the Company, within ten (10) days of receipt same terms and conditions as any similar securities of the notice from the Company, of Purchaser's desire to have its Restricted Common Stock Company included in such registration statement, Purchaser may, subject to the provisions of this Section 4.04, have its Restricted Common Stock included in such registration statement. The Company shall bear all expenses in connection with the registration and sale of any such Restricted Common Stock, other than the fees or disbursements of any special counsel which the Purchaser may retain in connection with the registration of its Restricted Common Stock or any portion of the underwriter's commission, discounts and expenses attributable to the Restricted Common Stock being offered and sold by the Purchasertherein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such offering determines advises the Company that the number total amount of shares proposed to be sold by Common Stock which the Company, by such Holders and any other shareholders having piggy-back rights, and/or by Persons intend to include in such offering is sufficiently large to materially and adversely affect the Purchaser is greater than the number success of shares which the underwriter believes feasible to sell at the time, at the price and upon the terms approved by the Companysuch offering, then the number amount of shares which the underwriter believes may Common Stock to be sold offered shall be allocated for inclusion in the registration statement in the following order of priority: (i) shares being offered by first, to the Company; and (ii) second, to the Holders on a pro rata among the other shareholders and the Purchaser, basis based on upon the number of shares of Common Stock that each shareholder such Holder has requested to be registered. The included in such registration statement; and, third, to any stockholder of the Company (other than a Holder) pro rata to the extent necessary, in the opinion of such managing underwriter, to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided, however, that the reduction imposed upon Holders shall have the right to designate the managing underwriter in respect of a public offering pursuant to this Section 4.04.not be greater, on

Piggy-Back Registration Rights. If the Company before January 15If, 2001 contemplates a in connection with an initial public offering of shares of its Common Stock to be registered under the Securities Act("IPO") or at any time after an IPO, the Company shall so notify determine to proceed with the Purchaser in writing of its intention to do so, at least twenty (20) days prior to the preparation and filing of a registration statement for such offering. If Purchaser gives pursuant to the Securities Act, in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other similar limited purpose form), the Company will give written notice of its determination to the Company, Holder. Upon receipt of a written request from Holder within ten thirty (1030) days of after receipt of the any such notice from the Company, the Company will, except as herein provided, cause all the shares of Purchaser's desire to have its Restricted Common Stock issuable upon exercise of the Warrant requested by Holder to be included in such registration statement, Purchaser may, subject all to the provisions extent required to permit the sale or other disposition by Holder of such shares of Common Stock. If any registration pursuant to this Section 4.0415 shall be underwritten in whole or in part, have its Restricted the Company may require that the shares of Common Stock requested for inclusion pursuant to this Section 15 (to the extent issued) be included in such registration statementthe underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. The Company shall bear all expenses in connection with In the registration and sale event that the shares of any such Restricted Common Stock, other than the fees or disbursements of any special counsel which the Purchaser may retain in connection with the registration of its Restricted Common Stock or requested for inclusion pursuant to this Section 15 together with any portion other shares would, in the good faith judgment of the underwriter's commission, discounts and expenses attributable to the Restricted Common Stock being offered and sold by the Purchaser. Notwithstanding the foregoing, if the managing underwriter of any such offering determines that public offering, reduce the number of shares proposed to be sold offered by the Company or interfere with the successful marketing of the securities offered by the Company, by other shareholders having piggy-back rights, and/or by the Purchaser is greater than Company will include in such registration the number of Holder's shares of Common Stock which the underwriter believes feasible to sell at the time, at the price and upon the terms approved by the Company, then the number of shares which the underwriter believes may be sold shall be allocated for inclusion in the registration statement in the following order of priority: (i) shares being offered by the Company; and (ii) is pro rata among the other shareholders and the Purchaserrata, based on the number of securities which in the opinion of such underwriters can be sold and on the number of securities which all holders request be included in the registration, provided that any shares of Common Stock each shareholder proposed to be included in such registration statement that are owned by directors or officers of the Company or their affiliates shall be excluded prior to exclusion of any shares of Common Stock requested to be registeredincluded by Holder. The obligation of the Company under this Section 15 shall have be unlimited as to the right number of registration statements to designate which it applies, until such time that the managing underwriter in respect Holder may freely trade all of a public offering its Common Stock without the volume limitations imposed pursuant to this Section 4.04Rule 144 under the Securities Act.

Piggy-Back Registration Rights. If the Company before January 15, 2001 contemplates a public offering (herein sometimes referred to as the "Public Entity") proposes to register any units of shares of its common equity securities (referred to in this Article IV as "Common Stock to be registered Shares") under the Securities ActAct whether for its own account or for the account of other security holders or both on any form other than S-8, X-0 (xx form S-3 if such registration covers an offering of the type contemplated by Form S-8) or any successor forms, the Company shall will give prompt written notice (a "Registration Notice") to all Securityholders of its intention so to register such shares of Common Shares. Securityholders may, within thirty (30) days after the receipt of the Registration Notice, notify the Purchaser Company in writing of its intention to do so, at least twenty (20) days prior to the filing of a registration statement for such offering. If Purchaser gives written notice to the Company, within ten (10) days of receipt of the notice from the Company, of Purchaser's desire to have its Restricted Common Stock included in such registration statement, Purchaser may, subject to the provisions of this Section 4.04, have its Restricted Common Stock included in such registration statement. The Company shall bear all expenses in connection with the registration and sale of any such Restricted Common Stock, other than the fees or disbursements of any special counsel which the Purchaser may retain in connection with the registration of its Restricted Common Stock or any portion of the underwriter's commission, discounts and expenses attributable to the Restricted Common Stock being offered and sold by the Purchaser. Notwithstanding the foregoing, if the managing underwriter of any such offering determines that the number of shares proposed to be sold by the Company, by other shareholders having piggy-back rights, and/or by the Purchaser is greater than the number of shares which the underwriter believes feasible to sell at the time, at the price and upon the terms approved by the Company, then the number of shares which the underwriter believes may be sold shall be allocated for inclusion in the registration statement in the following order of priority: (i) shares being offered by the Company; and (ii) pro rata among the other shareholders and the Purchaser, based on the number of shares of Common Stock Shares, if any, that each shareholder requested such Securityholder desires to have included in such registration, and the Company shall use its best efforts to cause such shares of Common Shares to be registeredincluded in such registration. The Company shall have not be required to include such shares of Common Shares in any such registration if and to the right to designate extent that, in the opinion of the managing underwriter for such offering, the inclusion of such shares of Common Shares would adversely affect the marketing of such proposed offering or if the Securityholders have not agreed to enter into an underwriting agreement in respect customary form with the underwriters and to refrain from selling any additional shares of a public Common Shares for such reasonable period following the effective date of the offering pursuant as such managing underwriter may request. If the number of shares of Common Shares to this Section 4.04.be offered by the Securityholders is so reduced (but the Securityholders are permitted to include some shares of Common Shares in such registration), then the shares that may be included by the Securityholders shall be allocated pro

Piggy-Back Registration Rights. If at any time the Company before January 15, 2001 contemplates a shall determine to register pursuant to an underwritten public offering of shares under the 1933 Act any of its Common Stock for its own account, or the account of other stockholders of the Company desiring to be registered under sell "restricted securities" of the Securities Company (as defined in Rule 144 of the 1933 Act) pursuant to an undxxxxxxxxn public offering, it shall send to the Holder written notice of such determination and, if within 15 calendar days after receipt of such notice, Holder shall so request in writing, the Company shall so notify the Purchaser in writing of its intention to do so, at least twenty (20) days prior to the filing of a registration statement for such offering. If Purchaser gives written notice to the Company, within ten (10) days of receipt of the notice from the Company, of Purchaser's desire to have its Restricted Common Stock included include in such registration statement, Purchaser may, subject statement all or any part of the Registrable Securities the Holder requests to the provisions be registered. This right shall not apply to a registration of this Section 4.04, have its Restricted shares of Common Stock included in such registration statement. The on Form S-8 or Form S-4 (or their then equivalents) relating to shares of Common Stock to be issued by the Company shall bear all expenses in connection with the registration and sale any acquisition of any such Restricted entity or business, or shares of Common Stock, other than the fees or disbursements of any special counsel which the Purchaser may retain Stock issuable in connection with the registration any stock option, stock purchase plan or other employee benefit plan. If, in connection with any offering involving an underwriting of its Restricted Common Stock or any portion to be issued for the account of the underwriter's commissionCompany or selling securityholders, discounts and expenses attributable to the Restricted Common Stock being offered and sold by the Purchaser. Notwithstanding the foregoing, if the managing underwriter of any such offering determines that shall impose a limitation on the number of shares proposed of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to be sold by effect an orderly public distribution of the Company, by other shareholders having piggy-back rights, and/or by Common Stock and to maintain a stable market for the Purchaser is greater than the number securities of shares which the underwriter believes feasible to sell at the time, at the price and upon the terms approved by the Company, then the number Company shall be obligated to include in such registration statement only such limited portion of shares the stock with respect to which the underwriter believes may be sold shall be allocated for Holder has requested inclusion in the registration statement in the following order of priority: (i) shares being offered by the Company; and (ii) hereunder, on a pro rata among the other shareholders and the Purchaser, basis based on the number of shares of Common Stock each shareholder requested owned by the Holder and all other selling securityholders, other than securityholders whose shares are to be registered. The included in such registration statement pursuant to the exercise of demand registration rights under any agreement with the Company (a "Demand Securityholder"); provided, however, there shall have be no reduction in the right to designate number of shares included therein by the managing underwriter in respect Company, or if such registration statement is filed at the request of a public offering pursuant to this Section 4.04Demand Securityholder, by such Demand Securityholder.

Piggy-Back Registration Rights. If (a) For so long as any Purchaser holds Securities, the Company before January 15shall notify the Purchasers in writing at least thirty (30) days prior the filing of any registration statement under Securities Act, 2001 contemplates in connection with a public offering of shares of its the Common Stock Stock, including, but not limited to, registration statements relating to be registered secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form that does not permit secondary sales or does not include substantially the Company shall so notify the Purchaser same information as would be required to be included in writing of its intention to do so, at least twenty (20) days prior to the filing of a registration statement for covering the resale of the Underlying Shares and will afford each Purchaser an opportunity to include in such offeringregistration statement all or part of the Underlying Shares held by or underlying and Debentures or Warrants held by such Purchaser (the “Purchaser Shares”). If In the event a Purchaser gives written notice desires to the Companyinclude in any such registration statement all or any part of its Purchaser Shares, such Purchaser shall within ten twenty-five (1025) days of receipt of after the above-described notice from the Company, so notify the Company in writing, including the number of Purchaser's desire such Purchaser Shares that such Purchaser wishes to have its Restricted Common Stock included in such registration statement, Purchaser may, subject to the provisions of this Section 4.04, have its Restricted Common Stock included include in such registration statement. The Company shall bear If a Purchaser decides not to include all expenses in connection with the registration and sale of any such Restricted Common Stock, other than the fees or disbursements of any special counsel which the Purchaser may retain in connection with the registration of its Restricted Common Stock or Purchaser Shares in any portion of the underwriter's commission, discounts and expenses attributable to the Restricted Common Stock being offered and sold by the Purchaser. Notwithstanding the foregoing, if the managing underwriter of any such offering determines that the number of shares proposed to be sold registration statement thereafter filed by the Company, by other shareholders having piggy-back rights, and/or by the such Purchaser is greater than the number of shares which the underwriter believes feasible shall nevertheless continue to sell at the time, at the price and upon the terms approved by the Company, then the number of shares which the underwriter believes may be sold shall be allocated for inclusion in the registration statement in the following order of priority: (i) shares being offered by the Company; and (ii) pro rata among the other shareholders and the Purchaser, based on the number of shares of Common Stock each shareholder requested to be registered. The Company shall have the right to designate include any Purchaser Shares in any subsequent registration statement or registration statements as may be filed by the managing underwriter in Company with respect to the offering of a public offering pursuant to this Section 4.04the securities, all upon the terms and conditions set forth herein.

Piggy-Back Registration Rights. If (a) During the Company before January 15period of time commencing on the Closing Date and terminating when all the Purchase Price Shares are eligible for resale under Rule 144 of the Securities Act of 1933 within a 90-day period, 2001 contemplates a public offering of shares of its Common Stock if (but without any obligation to be registered do so) the Purchaser proposes to register under the Securities Act of 1933, as amended (the “Securities Act”), the Company shall so notify shares of common stock of the Purchaser in writing of its intention to do so("Purchaser Common Stock") (other than a registration on Form S-4 or Form S-8 or any successor forms), then the Purchaser will give each Stockholder written notice at least twenty (20) days prior to in advance of the filing anticipated effectiveness of a the related registration statement for such offeringstatement. If Purchaser gives Upon the written notice to the Company, request of any Stockholder given within ten (10) days after giving of receipt such notice by the Purchaser (specifying the number of the notice from the Company, shares of Purchaser's desire to have its Restricted Purchaser Common Stock included in proposed to be offered and sold by such registration statement, Purchaser may, subject Stockholder and setting forth the agreement of such Stockholder to comply with the provisions of this Section 4.041.4), have its Restricted the Purchaser will, subject to the next sentence, include in such registration statement all of the shares of Purchaser Common Stock that each such Stockholder (“Registrable Shares of Purchaser Common Stock”) has requested to be registered; provided, however, that the Purchaser will have the right to postpone or withdraw any registration statement pursuant to this Section 1.4 without obligation to any Stockholder. In the event that any registration pursuant to this Section 1.4 shall be, in whole or in part, an underwritten public offering of Purchaser Common Stock, the number of Registrable Shares of Purchaser Common Stock to be included in such registration statement. The Company shall bear all expenses in connection with an underwriting may be reduced pro rata among the registration Stockholders and sale any other stockholders registering shares of any such Restricted Common Stock, other than the fees or disbursements of any special counsel which the Purchaser may retain in connection with the registration of its Restricted Common Stock or any portion of in the underwriter's commission, discounts offering if and expenses attributable to the Restricted Common Stock being offered and sold by the Purchaser. Notwithstanding the foregoing, if extent that the managing underwriter shall issue a written opinion that such inclusion would adversely affect the marketing of any such offering determines that the number of shares proposed securities to be sold by the CompanyPurchaser therein. All expenses of such registration, by other shareholders having piggy-back rightsthan underwriting commissions and discounts and legal and other advisory expenses of the Stockholders (with the exception of reasonable fees and disbursements of a single counsel retained to represent all selling stockholders (including any Stockholders requesting the inclusion of Registrable Shares of Purchaser Common Stock in such registration), and/or provided that such fees and disbursements shall not exceed $25,000, which counsel will be selected by the holders of a majority of the shares of Purchaser is greater than the number of shares which the underwriter believes feasible Common Stock sought to sell at the timebe included in such registration), at the price and upon the terms approved will be borne by the Company, then the number of shares which the underwriter believes may be sold shall be allocated for inclusion in the registration statement in the following order of priority: (i) shares being offered by the Company; and (ii) pro rata among the other shareholders and the Purchaser, based on the number of shares of Common Stock each shareholder requested to be registered. The Company shall have the right to designate the managing underwriter in respect of a public offering pursuant to this Section 4.04.

Piggy-Back Registration Rights. If at any time prior to the Company before January 15expiration of two years from the Closing, 2001 contemplates Buyer proposes to file with the SEC a public Registration Statement relating to an offering for its own account or the account of shares others under the 1933 Act of any of its Common Stock securities (other than on Form S-4 or Form S-8 or their then equivalents relating to securities to be registered under issued solely in connection with the Securities Actacquisition of any entity or business or securities to be issued in payment of compensation for services or in connection with stock options or other employee benefit plans, the Company Buyer shall so notify the Purchaser in writing send to Seller (or their assignee or distributees) written notice of its Buyer's intention to do so, at least file a Registration Statement and of each of the individual's rights comprising Seller under this Paragraph 2.6. If within twenty (20) days prior after receipt of such notice, a Seller, or an assignee or distributee of a Seller, shall so request in writing ("Requesting Shareholder"), Buyer shall include in such Registration Statement all or any part of the Buyer Common Stock received by any Shareholder hereunder such person requests to be registered, subject to the filing limitations of a registration statement for such offeringParagraph 2.8 herein and the priorities set forth below. If Purchaser gives written notice to an offering in connection with which the CompanySeller has registration rights under this paragraph is an underwritten offering, within ten (10) days of receipt then any part of the notice from Buyer Common Stock received by the CompanySeller herein included in such Registration Statement shall, unless otherwise agreed to by Buyer, be offered and sold using the same underwriter or underwriters and on the same terms and conditions as other shares of Purchaser's desire to have its Restricted Buyer Common Stock included in such registration statement, Purchaser may, subject underwritten offering. The Seller agrees to the provisions of this Section 4.04, have its Restricted Common Stock included pay any underwriting discounts and fees in connection with such registration statement. The Company shall bear all expenses in connection with If the registration is to be an underwritten public offering for the account of Buyer and sale of any such Restricted Common Stock, other than the fees or disbursements of any special counsel which the Purchaser may retain in connection with the registration of its Restricted Common Stock or any portion of the underwriter's commission, discounts and expenses attributable to the Restricted Common Stock being offered and sold by the Purchaser. Notwithstanding the foregoing, if the managing underwriter of any such offering determines underwriter(s) advise Buyer in writing, that the number of shares proposed to be sold by the Companyin their reasonable good faith opinion, by marketing or other shareholders having piggy-back rights, and/or by the Purchaser is greater than the number of shares which the underwriter believes feasible to sell at the time, at the price and upon the terms approved by the Company, then the number of shares which the underwriter believes may be sold shall be allocated for inclusion in the registration statement in the following order of priority: (i) shares being offered by the Company; and (ii) pro rata among the other shareholders and the Purchaser, based factors dictate that a limitation on the number of shares of Buyer Common Stock each shareholder which may be included in the Registration Statement (the "Registration Limit") is necessary to facilitate and not adversely affect the proposed offering, then Buyer may impose the Registration Limit on the offering and shall include securities in such Registration Statement up to the Registration Limit in the following priority: (i) first, up to the full number of securities Buyer proposes to sell for its own account, (ii) second, up to the full number of securities proposed to be registered for the account of the holders of securities entitled to inclusion of their securities in the Registration Statement by reason of demand registration rights, and (iii) third, the securities requested to be registeredregistered by other holders of securities (including Seller and its assignees or distributees) entitled to participate in the registration pro rata based on the number each has requested to be included in such registration. The In connection with any Registration Statement in which a Requesting Holder is participating, each such Requesting Holder agrees to severally and not jointly indemnify, hold harmless and defend the Company, each of its directors, officers, partners, employees, agents and each person, if any, who controls the Company shall have within the right 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934 Act"), and any underwriter (as defined in the Act) for the Company, and the directors and officers of, and each person, if any, who controls, any such underwriter within the meaning of the Act or the 1934 Act (each, an "Indemnified Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several, (collectively, "Claims") incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency or body, including without limitation the SEC, whether or not an indemnified party is or may be a party thereto, to designate the managing underwriter which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a public material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering pursuant under the securities or other "blue sky" laws of any jurisdiction in which all or any part of the Buyer Common Stock received by any Shareholder hereunder are offered ("Blue Sky Filing"), or the omission or alleged omission to this Section 4.04state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading (a "Violation"), in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with information furnished to the Company by such Requesting Holder for use in connection with such Registration Statement; and such Requesting Holder will reimburse any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Person and shall survive any transfer of all or any part of the Buyer Common Stock received by any Shareholder hereunder. To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable hereunder to the fullest extent permitted by law.

Piggy-Back Registration Rights. If the Company before January 15If, 2001 contemplates a public offering of shares of its Common Stock to be registered under the Securities Actat any time, the Company shall so notify determine to proceed with the Purchaser in writing of its intention to do so, at least twenty (20) days prior to the preparation and filing of a registration statement, in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement for such offering. If Purchaser gives on Form X-0, X-0 or other similar limited purpose form), the Company will give written notice of its determination to the Company, within ten (10) days of Purchasers. Upon receipt of a written request from the Purchasers within 15 calendar days after receipt of any such notice from the Company, of Purchaser's desire the Company will, except as herein provided, cause all Warrant Shares, to have its Restricted Common Stock the extent requested by the Purchasers, to be included in such registration statementRegistration Statement, Purchaser may, subject all to the provisions extent required to permit the resale or other disposition by the Purchasers of such Warrant Shares. If any registration pursuant to this Section 4.044.19(a) shall be underwritten in whole or in part, have its Restricted Common Stock included in such registration statement. The the Company shall bear all expenses in connection with may require that the registration and sale shares of any such Restricted Common Stock, other than including the fees or disbursements of any special counsel which the Purchaser may retain in connection with the registration of its Restricted Common Stock or any portion of the underwriter's commissionWarrant Shares, discounts and expenses attributable requested for inclusion pursuant to this Section 4.19(a) (to the Restricted Common Stock extent issued) be included in the underwriting on the same terms and conditions as the securities otherwise being offered and sold by through the Purchaserunderwriters. Notwithstanding In the foregoingevent that the Warrant Shares requested for inclusion pursuant to this Section 4.19(a) together with any other shares would, if in the good faith judgment of the managing underwriter of any such offering determines that public offering, reduce the number of shares proposed Warrant Shares to be sold offered by the Company or interfere with the successful marketing of the securities offered by the Company, by other shareholders having piggy-back rights, and/or by the Purchaser is greater than Company will include in such registration the number of shares the Purchasers’ Warrant Shares which the underwriter believes feasible to sell at the time, at the price and upon the terms approved by the Company, then the number of shares which the underwriter believes may be sold shall be allocated for inclusion in the registration statement in the following order of priority: (i) shares being offered by the Company; and (ii) is pro rata among the other shareholders and the Purchaserrata, based on the number of securities which in the opinion of such underwriters can be sold and on the number of securities which all holders request be included in the registration, provided that any shares of Common Stock each shareholder proposed to be included in such Registration Statement that are owned by directors or officers of the Company or their Affiliates shall be excluded prior to exclusion of any Warrant Shares requested to be registeredincluded by the Purchasers. The obligation of the Company shall have the right to designate the managing underwriter in respect of a public offering pursuant to under this Section 4.044.19(a) shall be unlimited as to the number of Registration Statements to which it applies.

Piggy-Back Registration Rights. If (a) For a period of twelve (12) months following the Closing Date, the Company before January 15shall notify the Purchaser in writing at least ten (10) days prior the filing of any registration statement under Securities Act, 2001 contemplates in connection with a public offering of shares of its Common Stock (including, but not limited to, registration statements relating to be registered secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form that does not permit secondary sales or does not include substantially the Company shall so notify the Purchaser same information as would be required to be included in writing of its intention to do so, at least twenty (20) days prior to the filing of a registration statement for covering the resale of the Shares) and will afford the Purchaser an opportunity to include in such offeringregistration statement all or part of the Shares held by the Purchaser. If In the event the Purchaser gives written notice desires to include in any such registration statement all or any part of the CompanyShares held by the Purchaser, the Purchaser shall within ten (10) days of receipt of after the above-described notice from the Company, so notify the Company in writing, including the number of Purchaser's desire such Shares that the Purchaser wishes to have its Restricted Common Stock included in such registration statement, Purchaser may, subject to the provisions of this Section 4.04, have its Restricted Common Stock included include in such registration statement. The Company shall bear all expenses in connection with the registration and sale of any such Restricted Common Stock, other than the fees or disbursements of any special counsel which If the Purchaser may retain in connection with the registration decides not to include all of its Restricted Common Stock or Shares in any portion of the underwriter's commission, discounts and expenses attributable to the Restricted Common Stock being offered and sold by the Purchaser. Notwithstanding the foregoing, if the managing underwriter of any such offering determines that the number of shares proposed to be sold registration statement thereafter filed by the Company, by other shareholders having piggy-back rights, and/or by the Purchaser is greater than the number of shares which the underwriter believes feasible shall nevertheless continue to sell at the time, at the price and upon the terms approved by the Company, then the number of shares which the underwriter believes may be sold shall be allocated for inclusion in the registration statement in the following order of priority: (i) shares being offered by the Company; and (ii) pro rata among the other shareholders and the Purchaser, based on the number of shares of Common Stock each shareholder requested to be registered. The Company shall have the right to designate include any Shares in any subsequent registration statement or registration statements as may be filed by the managing underwriter in Company with respect to the offering of a public offering pursuant to this Section 4.04the securities, all upon the terms and conditions set forth herein.

Piggy-Back Registration Rights. 3.1 If the Company before January 15proposes to file, 2001 contemplates a public offering on its own behalf or on behalf of shares any holder of its Common Stock to be registered or other securities of the Company, a Registration Statement under the Securities ActAct on Form S-1 or S-3 or similar forms available for use by the Company, other than pursuant to Section 2 of this Agreement or Section 4 of that certain Stockholders Agreement (the “Stockholders Agreement”) dated as of December 6, 2012 by and between the Company and CPP Investment Board PMI-2 Inc. (“CPPIB”), or on Form S-8 in connection with a dividend reinvestment, employee stock purchase, option or similar plan or on Form S-4 in connection with a merger, consolidation or reorganization, the Company shall so notify the Purchaser in writing of its intention to do so, at least twenty (20) days prior to the filing of a registration statement for such offering. If Purchaser gives give written notice to the Company, within each Stockholder at least ten (10) days before the filing with the Commission of receipt such Registration Statement. Such notice shall offer to include in such filing all or a portion of the notice from the Company, Registrable Securities owned by each Stockholder. If a Stockholder desires to include all or a portion of Purchaser's desire to have its Restricted Common Stock included Registrable Securities in such registration statementRegistration Statement, Purchaser may, subject it shall give written notice to the provisions Company within three (3) business days after the date of mailing of such offer specifying the amount of Registrable Securities to be registered (for purposes of this Section 4.043, have its Restricted Common Stock included in such registration statement“Shares”). The Company shall bear all expenses thereupon include in connection with such filing the Shares, subject to priorities in registration set forth in this Agreement, and subject to its right to withdraw such filing, and shall use its reasonable best efforts to effect the registration and sale under the Securities Act of any the Shares. Notwithstanding anything in this Section 3 to the contrary, in the event that CPPIB elects to include shares of common stock of the Company in such Restricted Common Stock, other than Registration Statement pursuant to the fees or disbursements of any special counsel which the Purchaser may retain in connection with the registration exercise of its Restricted Common Stock or any portion piggy-back rights under Section 5 of the underwriter's commissionStockholders Agreement, discounts then the Company will include in such Registration Statement the Registrable Securities owned by participating Stockholders and expenses attributable to the Restricted Common Stock being offered and sold common stock held by CPPIB pro rata on the Purchaser. Notwithstanding basis of the foregoing, if the managing underwriter of any such offering determines that the number amount of shares of common stock (including Registrable Shares) so proposed to be sold by the Company, by other shareholders having piggy-back rights, and/or by the Purchaser is greater than the number of shares which the underwriter believes feasible to sell at the time, at the price and upon the terms approved by the Company, then the number of shares which the underwriter believes may be sold shall be allocated for inclusion in the registration statement in the following order of priority: (i) shares being offered by the Company; and (ii) pro rata among the other shareholders and the Purchaser, based on the number of shares of Common Stock each shareholder so requested to be registered. The Company shall have the right to designate the managing underwriter in respect of a public offering pursuant to this Section 4.04included by Stockholders and CPPIB.

Piggy-Back Registration Rights. If (a) Whenever during the Effective Period the Company before January 15, 2001 contemplates shall propose to file a registration statement under the Securities Act relating to the public offering of shares of its Common Stock or any other security of the Company that is also a Registrable Security for the Company's own account (other than pursuant to be registered a registration statement on Form S-4 or Form S-8 or any successor forms to Form S-4 or Form S-8, or filed in connection with an exchange offer or an offering of securities solely to existing stockholders or employees of the Company) or for the account of any Demand Holders or other holder of Common Stock or any other security of the Company that is also a Registrable Security (the "Initiating Holder(s)") and on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, the Company shall so notify the Purchaser in writing of its intention to do so, (i) give written notice at least twenty (20) days 20 Business Days prior to the filing thereof to each Holder of a Registrable Securities then outstanding, specifying the approximate date on which the Company proposes to file such registration statement for and advising such offering. If Purchaser gives Holder of its right to have any or all of the Registrable Securities then held by such Holder included among the securities to be covered thereby and (ii) at the written notice request of any such Holder given to the Company, Company within ten (10) 15 days of after such Holder's receipt of the such written notice from the Company, of Purchaser's desire use its reasonable best efforts to have its Restricted Common Stock included in include among the securities covered by such registration statementstatement the number of Registrable Securities which such Holder ("Requesting Holder") shall have requested be so included (subject, Purchaser mayhowever, subject to the provisions reduction in accordance with paragraph (b) of this Section 4.04, have its Restricted Common Stock included in such registration statementSection). The Company shall bear all expenses not select a form of Registration Statement under the Securities Act which would restrict the Holders' ability to sell Registrable Securities thereunder if another form of Registration Statement is available, the use of which, in connection with the registration and sale reasonable judgment of any such Restricted Common Stock, other than the fees or disbursements of any special counsel which the Purchaser may retain in connection with the registration of its Restricted Common Stock or any portion of the underwriter's commission, discounts and expenses attributable to the Restricted Common Stock being offered and sold by the Purchaser. Notwithstanding the foregoing, if the managing underwriter of any such offering determines that the number of shares proposed to be sold by the Company, by other shareholders having piggy-back rights, and/or by the Purchaser is greater than the number of shares which the underwriter believes feasible to sell at the time, at the price and upon the terms approved by the Company, then the number of shares which the underwriter believes may be sold shall be allocated for inclusion in the registration statement in the following order of priority: would not (i) shares being offered by the Company; and give rise to any additional Registration Expenses or (ii) pro rata among be reasonably likely to cause any delay in the other shareholders and the Purchaser, based on the number of shares of Common Stock each shareholder requested to be registered. The Company shall have the right to designate the managing underwriter in respect of a public offering pursuant to this Section 4.04effectiveness thereof.

Piggy-Back Registration Rights. If at any time after the Company before January 15date hereof, 2001 contemplates a public offering BP6 shall determine to register for its own account or the account of shares of its Common Stock to be registered others under the Securities Act, the Company shall so notify the Purchaser in writing Act (including pursuant a demand for registration of any stockholder of BP6) any of its intention equity securities, other than on Form S-4 or Form S-8 or their then equivalents relating to do soshares of common stock to be issued solely in connection with any acquisition of any entity or business or shares of common stock issuable in connection with stock option or other employee benefit plans, at least it shall send to Bay Peak and VCC (the “Existing Shareholders”) written notice of such determination and, if within twenty (20) days prior to the filing of a registration statement for such offering. If Purchaser gives written notice to the Company, within ten (10) days of after receipt of the notice from the Companysuch notice, of Purchaser's desire any Existing Shareholder shall so request in writing, BP6 shall use its best efforts to have its Restricted Common Stock included include in such registration statementstatement all or any part of the shares such Existing Shareholder requests to be registered (the “Registrable Shares”), Purchaser mayexcept that if, subject to the provisions of this Section 4.04, have its Restricted Common Stock included in such registration statement. The Company shall bear all expenses in connection with the registration and sale a public offering of any such Restricted Common StockBP6, other than the fees or disbursements of any special counsel which the Purchaser may retain in connection with the registration of its Restricted Common Stock or any portion of the underwriter's commission, discounts and expenses attributable to the Restricted Common Stock being offered and sold by the Purchaser. Notwithstanding the foregoing, if the managing underwriter of any such offering determines that the number of shares proposed to be sold by the Company, by other shareholders having piggy-back rights, and/or by the Purchaser is greater than the number of shares which the underwriter believes feasible to sell at the time, at the price and upon the terms approved by the Company, then the number of shares which the underwriter believes may be sold shall be allocated for inclusion in the registration statement in the following order of priority: (i) shares being offered by the Company; and (ii) pro rata among the other shareholders and the Purchaser, based impose a limitation on the number of shares of Common Stock each shareholder such common stock which may be included in the registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, then BP6 shall be obligated to include in such registration statement only such limited portion of the Registrable Shares with respect to which such Existing Shareholder has requested inclusion hereunder on a pro rata basis. Shares of common stock which are Registrable Shares shall cease to be registered. The Company shall have Registrable Shares upon the right to designate the managing underwriter in respect consummation of a public offering any sale pursuant to a registration statement or Rule 144 under the Securities Act or once such shares become eligible for resale pursuant to Rule 144(k). BP6 will use its best efforts to keep effective any registration or qualification contemplated by this Section 4.047.12 and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication until such time as all of the shares held by the Existing Shareholders may be sold without volume restrictions pursuant to Rule 144, in each case as determined by the counsel to BP6 pursuant to a written opinion letter to such effect, addressed and acceptable to BP6’s transfer agent. BP6 will also provide each Existing Shareholder with as many copies of the prospectus contained in any such registration statement as it may reasonably request.

Piggy-Back Registration Rights. If During the Company before January 15one (1) year period beginning on the date of delivery to Seller of the ESI Stock in payment of the Purchase Price, 2001 contemplates a public offering of shares of its Common Stock ESI shall advise each Selling Stockholder with respect to be registered whom there are no continuing uncured breaches, uncured defaults or unfulfilled obligations under the Securities Act, the Company shall so notify the Purchaser in writing of its intention to do so, Sections 3(b) and 4 hereof for which such Selling Stockholder has been given notice and at least twenty ten (2010) days to cure or perform, if the breach is curable (each Selling Stockholder meeting these criteria is an "Eligible Stockholder"), by written notice at least two (2) weeks prior to the filing of a any new registration statement under the 1933 Act covering any securities of ESI, for its own account or for the account of others, except for any registration statement filed on Form S-4 or S-8 or successor form, and will, during such offering. If Purchaser gives period of time, upon the written notice to the Company, within ten (10) days request of receipt of the notice from the Company, of Purchaser's desire to have its Restricted Common Stock included such Eligible Stockholders include in any such new registration statement, Purchaser may, subject to the provisions of this Section 4.04, have its Restricted Common Stock included in such registration statement. The Company shall bear all expenses in connection with the registration and sale of any such Restricted Common Stock, other than the fees or disbursements of any special counsel which the Purchaser may retain in connection with the registration of its Restricted Common Stock or any portion of the underwriter's commission, discounts and expenses attributable to the Restricted Common Stock being offered and sold by the Purchaser. Notwithstanding the foregoing, if the managing underwriter of any such offering determines that the number of shares proposed to be sold by the Company, by other shareholders having piggy-back rights, and/or by the Purchaser is greater than the number of shares which the underwriter believes feasible to sell at the time, at the price and upon the terms approved by the Company, then the number of shares which the underwriter believes information as may be sold shall be allocated for inclusion in the registration statement in the following order of priority: (i) shares being offered by the Company; and (ii) pro rata among the other shareholders and the Purchaser, based on the number of shares of Common Stock each shareholder requested required to be registered. The Company shall have the right to designate the managing underwriter in respect of permit a public offering pursuant of the ESI Stock. ESI shall supply prospectuses and such other documents as such Eligible Stockholders may reasonably request in order to this facilitate the public sale or other disposition of the ESI Stock, use its reasonable efforts to register and qualify any of the ESI Stock for sale in all states as such Eligible Stockholders may reasonably designate (provided that the maximum number of states in any offering shall be five (5) if ESI's common stock ceases to be listed on any nationally recognized exchange, including without limitation, The Nasdaq National Market) and do any and all other reasonable acts and things which may be necessary to enable such Eligible Stockholders to consummate the public sale or other disposition of the ESI Stock; provided, however, that such Eligible Stockholders shall furnish information and indemnification as set forth in Section 4.0412(c) below.

Piggy-Back Registration Rights. If the Company before January 15, 2001 contemplates a public offering of shares of its Common Stock to be registered under the Securities Act(a) For so long as any Purchaser holds Securities, the Company shall so notify the Purchaser Purchasers in writing of its intention to do so, at least twenty thirty (2030) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of the Common Stock, including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued 20 or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement for covering the resale of the Underlying Shares and will afford each Purchaser an opportunity to include in such offeringregistration statement all or part of the Underlying Shares held by or underlying any Debentures or Warrants held by such Purchaser (the “Purchaser Shares”). If In the event a Purchaser gives written notice desires to the Companyinclude in any such registration statement all or any part of its Purchaser Shares, such Purchaser shall within ten twenty-five (1025) days of receipt of after the above-described notice from the Company, so notify the Company in writing, including the number of Purchaser's desire such Purchaser Shares that such Purchaser wishes to have its Restricted Common Stock included in such registration statement, Purchaser may, subject to the provisions of this Section 4.04, have its Restricted Common Stock included include in such registration statement. The Company shall bear If a Purchaser decides not to include all expenses in connection with the registration and sale of any such Restricted Common Stock, other than the fees or disbursements of any special counsel which the Purchaser may retain in connection with the registration of its Restricted Common Stock or Purchaser Shares in any portion of the underwriter's commission, discounts and expenses attributable to the Restricted Common Stock being offered and sold by the Purchaser. Notwithstanding the foregoing, if the managing underwriter of any such offering determines that the number of shares proposed to be sold registration statement thereafter filed by the Company, by other shareholders having piggy-back rights, and/or by the such Purchaser is greater than the number of shares which the underwriter believes feasible shall nevertheless continue to sell at the time, at the price and upon the terms approved by the Company, then the number of shares which the underwriter believes may be sold shall be allocated for inclusion in the registration statement in the following order of priority: (i) shares being offered by the Company; and (ii) pro rata among the other shareholders and the Purchaser, based on the number of shares of Common Stock each shareholder requested to be registered. The Company shall have the right to designate include any Purchaser Shares in any subsequent registration statement or registration statements as may be filed by the managing underwriter in Company with respect to the offering of a public offering pursuant to this Section 4.04the securities, all upon the terms and conditions set forth herein.