Common use of Piggy-Back Registration Rights Clause in Contracts

Piggy-Back Registration Rights. If at any time the Company shall determine to register for its own account or the account of others under the Securities Act of 1933, as amended (the "Securities Act") any of its equity securities, other than on Form S-8 or Form S-4 or their then equivalents relating to shares 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, it shall send to the Purchaser written notice of such determination and, if within 15 days after receipt of such notice, the Purchaser shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Stock not then subject to the Repurchase Option the Purchaser requests to be registered, except that if, in connection with any offering involving an underwriting of the Company's Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of 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 the Company shall be obligated to include in such registration statement only such limited portion of the Stock with respect to which the Purchaser has requested inclusion hereunder. Any exclusion of the Stock shall be made PRO RATA among the all holders of the Company's Common Stock with similar registration rights seeking to include such shares, in proportion to the number of such shares sought to be included by such holders. No incidental right under this Section 5(a) shall be construed to limit any registration required under Section 5(b). The obligations of the Company under this Section 5(a) may be waived at any time upon the written consent of the Purchaser and shall expire on the 6th anniversary of this Agreement.

Piggy-Back Registration Rights. If at any time while the Common Stock issued on conversion of the Note contains any restrictive legend the Company shall determine proposes to register for any of its own account or the account of others securities under the Securities Act on a form which permits registration of 1933shares for resale, as amended (it will each such time promptly give written notice to the "Securities Act") any stockholder of its equity securitiesintention to do so together with the name of the proposed underwriter, other than on Form S-8 or Form S-4 or their then equivalents relating to shares 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 plansif any, it shall send and, subject to the Purchaser provisions herein, upon the written notice request of such determination and, if the stockholder delivered within 15 twenty (20) days after receipt of any such notice, notice (which request shall state the Purchaser shall so request in writingintended method of disposition of such Common Stock), the Company shall will use its best efforts to include in such registration statement cause any or all or any part of the Stock not then subject to the Repurchase Option the Purchaser requests to be registered, except that if, in connection with any offering involving an underwriting of the Company's stockholder’s Common Stock to be issued registered under the Securities Act, all to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof, as aforesaid), provided, however, that the Company may, at any time, withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of such other securities originally proposed to be registered. Notwithstanding the foregoing, the Company shall not be required to register any of the Shares if such shares could then be sold by the Companyholder pursuant to the provisions of Rule 144 under the Securities Act. In the event the proposed registration is an underwritten offering, and the underwriter requests, the managing underwriter shall impose a limitation on stockholder will delay the number sale of shares of such Common Stock which may be included in pursuant to the registration statement becausefor up to six (6) months from the effective date, in its judgment, such limitation is necessary but for no longer than any other stockholder whose shares are being registered for sale pursuant to effect an orderly public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of can sell shares (the Stock with respect to which the Purchaser has requested inclusion hereunder. Any exclusion of the Stock shall be made PRO RATA among the all holders of the Company's Common Stock with similar registration rights seeking to include such shares, in proportion to the number of such shares sought to be included by such holders. No incidental right under this Section 5(a) shall be construed to limit any registration required under Section 5(b“market hold-back”). The obligations of the Company under this Section 5(a) may be waived at any time upon the written consent of the Purchaser and shall expire on the 6th anniversary of this Agreement.

Piggy-Back Registration Rights. If at at, any time from the date hereof through the second anniversary of the date hereof, the Company shall determine proposes to register for any of its own account stock or the account of others other securities under the Securities Act of 1933, as amended (the "Securities 33 Act") ), in connection with the public offering thereof by the Company or any of its equity securities, stockholders of its securities solely for cash (other than on Form S-8 or Form S-4 or their then equivalents a registration statement relating to shares 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, it shall send either to the Purchaser sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a Rule 145 transaction pursuant to the 33 Act), the Company shall, at such time, promptly give Seller written notice of such determination and, if registration. Upon the written request of the Seller given within 15 twenty (20) days after receipt mailing of such notice, the Purchaser shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Stock not then subject to the Repurchase Option the Purchaser requests to be registered, except that if, in connection with any offering involving an underwriting of the Company's Common Stock to be issued notice by the Company, the managing underwriter shall impose a limitation on the number of shares of 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 the Company shall be obligated to will include in such registration statement only up to 740,000 shares of Common Stock then owned by Seller or by its affiliate Xxxxx Xxxxxx, Xx. (collectively, "Seller's Shares"), which Seller has requested to be registered; provided, that in the case of an underwritten public offering, if the underwriters or their representative shall reasonably determine that the inclusion in such limited portion offering of the Stock with respect to which the Purchaser has requested inclusion hereunder. Any exclusion of the Stock shall be made PRO RATA among the all holders of the CompanySeller's Common Stock with similar registration rights seeking to include such sharesShares will interfere therewith, in proportion to the number of Seller's Shares included in such shares sought offering will be either reduced or eliminated, in such underwriter's sole discretion. The Company shall have the right to be included terminate or withdraw any registration initiated by such holders. No incidental right it under this Section 5(a) provision prior to the effectiveness of such registration whether or not Seller has elected to include securities in such registration. The expenses of such registration statement or withdrawn registration shall be construed borne by the Company other than underwriting commissions and discounts applicable to limit any registration required under Section 5(b). The obligations Seller's Shares and other than state Blue Sky costs that are incurred by the Company at the request of the Company under this Section 5(a) may be waived at any time upon the written consent of the Purchaser and shall expire on the 6th anniversary of this AgreementSeller.

Piggy-Back Registration Rights. If at (a) At any time after the date hereof, if the Company shall determine decides to register undertake any marketing efforts relating to the public offering of Common Stock for its own account or for the account of others under the Securities Act of 1933, as amended (the "Securities Act") any other holder of its equity securitiesCommon Stock, other then the Company will promptly give the Investor written notice thereof and, upon the election of the Investor to participate therein, not less than on Form S-8 or Form S-4 or their then equivalents relating to fifty percent (50%) of the shares of Common Stock being offered in such marketing efforts shall be Registrable Securities requested by the Investor to be issued solely included therein; provided, that in connection with any acquisition the event all of any entity or business or the Registrable Securities then held by the Investor constitute less than fifty percent (50%) of the shares of Common Stock issuable in connection with stock option or other employee benefit plans, it shall send to the Purchaser written notice of such determination and, if within 15 days after receipt of such notice, the Purchaser shall so request in writing, the Company shall use its best efforts to include being offered in such registration statement all or any part of the Stock not then subject to the Repurchase Option the Purchaser requests to be registered, except that if, in connection with any offering involving an underwriting of the Company's Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in the registration statement because, in its judgment, such limitation is necessary to effect an orderly public distributionmarketing effort, then the Company Investor shall be obligated entitled to include offer all such Registrable Securities then held by the Investor in such registration statement only such limited portion marketing efforts. The Investor must give its request for inclusion of the Stock with respect to which the Purchaser has requested inclusion hereunder. Any exclusion of the Stock shall be made PRO RATA among the all holders of the Company's Common Stock with similar registration rights seeking to include such shares, Registrable Securities in proportion to the number of such shares sought to be included by such holders. No incidental right a marketing effort under this Section 5(a) shall be construed to limit any registration required under Section 5(b)the Company in writing within ten (10) calendar days after receipt from the Company of notice of such pending marketing effort. The obligations Company shall establish the pricing for the sale of shares of Common Stock (including the Registrable Securities) in any such offering in a commercially reasonable manner; provided that if the Investor disapproves of the terms of offering, the Investor may elect to withdraw therefrom by notice to the Company and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective. The parties acknowledge that the Company may in its sole discretion terminate any offering under this Section 5(a) may be waived 5 at any time upon time. No such withdrawal or abandonment shall affect the written consent of the Purchaser and shall expire on the 6th anniversary of this AgreementCompany’s obligation to pay Registration Expenses.

Piggy-Back Registration Rights. (a) If the Company at any time (other than in connection with the Company shall determine Initial Public Offering) proposes to register for its own account or the account any of others its Common Stock under the Securities Act for sale to the public (except with respect to registration statements on Forms X-0, X-0, any successor form thereto or any other form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of 1933, as amended (the "Securities Act") any outstanding Restricted Stock of its equity securities, other than on Form S-8 or Form S-4 or their then equivalents relating intention so to shares of Common Stock to be issued solely in connection with any acquisition do. Upon the written request of any entity or business or shares of Common Stock issuable in connection with stock option or other employee benefit planssuch holder, it shall send to the Purchaser written notice of such determination and, if given within 15 20 days after receipt of any such notice, the Purchaser shall so request in writingto register any of its Restricted Stock, the Company shall will use its best efforts to include in such cause the Restricted Stock as to which registration statement all or any part of the Stock not then subject shall have been so requested to the Repurchase Option the Purchaser requests to be registered, except that if, in connection with any offering involving an underwriting of the Company's Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in the securities to be covered by the registration statement because, in its judgment, proposed to be filed by the Company. If the managing underwriters of any such limitation is necessary to effect an orderly public distribution, then offering advise the Company shall in writing that in their opinion the number of securities requested to be obligated to include included in such registration statement only would exceed the number that can be sold in such limited portion offering without adversely affecting the price at which shares could be sold in the offering, the Company will allocate the securities to be included as follows: first, the securities the Company proposes to sell on its own behalf; second, shares of capital stock requested to be included in such registration by those Persons with the Stock with respect right to which include shares in such a registration pursuant to the Purchaser has requested inclusion hereunder. Any exclusion terms of the Stock shall be made PRO RATA that certain Registration Rights Agreement dated April 11, 1997 among the all holders Company and certain shareholders of the Company's Common Stock with similar registration rights seeking to include such shares; and third, in proportion to any shares of capital stock (including the number of such shares sought Restricted Stock) requested to be included in such registration by such holders. No incidental right under this Section 5(a) shall be construed to limit any registration required under Section 5(b). The obligations other holders of capital stock of the Company under this Section 5(a) may be waived at any time upon who or which also have registration rights, in each case within each such group, pro rata on the written consent basis of the Purchaser and shall expire on the 6th anniversary respective shares of this Agreementcapital stock requested for sale by them.

Piggy-Back Registration Rights. If If, at any time time, the Company shall determine undertakes to register for any of its own account or the account of others Common Stock under the Securities Act of 1933, as amended (the "Securities Act") any of its equity securities, other than a registration statement on Form S-8 or Form S-4 S-4, or their then equivalents relating to shares of Common Stock successors, or any other form for a similar limited purpose, or any registration statement covering only securities issued or proposed to be issued solely in connection with any acquisition exchange for securities or assets of any entity another corporation or business or shares any other form for which the registration of Common Stock issuable in connection with stock option or other employee benefit plansRegistrable Shares is not available), it shall send will give written notice (in no event later than thirty (30) days prior to the Purchaser written notice proposed filing of such determination and, if within 15 days after receipt registration statement with the SEC) to the Holder of its intention to effect such notice, the Purchaser shall so request in writing, the registration. The Company shall use its best efforts to will include in such registration statement all or any part Registrable Shares with respect to which the Company has received a written request for inclusion within fifteen (15) days after the delivery of the Stock not then subject such notice to the Repurchase Option Holder. Notwithstanding the Purchaser requests to be registeredforegoing provisions of this Section B.2, except that if, if the Company is advised in good faith by the managing underwriter in connection with any offering involving an underwriting that the number of the Company's Common Stock Registrable Shares requested to be issued sold by the Company, the managing underwriter shall impose a limitation on Holder is greater than the number of shares of such Common Stock which may can be sold in such offering without materially adversely affecting such offering, the Registrable Shares to be included in the registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, then the Company offering shall be obligated reduced to include the extent requested by such managing underwriter, on a pro rata basis with any shares of Common Stock held by other persons who requested to be included in such registration statement only such limited portion of pursuant to similar piggy-back registration rights; provided, that the Stock with respect to which the Purchaser has requested inclusion hereunder. Any exclusion of the Stock Holder’s rights hereunder shall be made PRO RATA among subject to the all holders of the Company's Common Stock with similar senior registration rights seeking to include such sharesgranted in the Prior Agreement; and provided, further, that no reduction need be made in proportion to the number of such shares sought to be included sold by such holders. No incidental right under this Section 5(a) shall be construed to limit any registration required under Section 5(b)the Company. The obligations of Company may withdraw or postpone any proposed registration hereunder without liability to the Company under this Section 5(a) may be waived at any time upon the written consent of the Purchaser and shall expire on the 6th anniversary of this AgreementHolder.

Piggy-Back Registration Rights. (a) (i) If at any time when there is not already an effective registration statement covering the Registrable Securities, the Company shall determine decide to register prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of 1933, as amended (the "Securities Act") any of its equity securities, other than on Form S-8 S-4 or Form S-4 S-8 (or their then equivalents relating to shares of Common Stock equity securities to be issued solely in connection with any the acquisition of any an entity or business business, or shares of Common Stock equity securities issuable in connection with stock option or other employee benefit plans), it the Company shall send to the Purchaser Shareholder written notice of such determination anddecision. If, if within 15 thirty (30) days after receipt of such notice, the Purchaser shall so Shareholder does not request in writingwriting that some or all of the Registrable Securities be removed from such registration statement, the Company shall use then cause the registration under the Securities Act of all Registrable Securities which are then owned by Shareholder; provided, however, that if at any time after giving written notice of its best efforts intention to include in such register any securities and prior to the effective date of the registration statement all or any part of the Stock not then subject to the Repurchase Option the Purchaser requests to be registered, except that if, filed in connection with any offering involving an underwriting of the Company's Common Stock to be issued by the Companysuch registration, the managing underwriter shall impose a limitation on the number of shares of 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 the Company shall determine for any reason not to register, or to delay registration of, such securities, the Company may, at its election, give written notice of such determination to Shareholder and, thereupon, (A) in the case of a determination not to register, shall be obligated relieved of its obligation to include register any Registrable Securities in connection with such registration statement only such limited portion (but not from its obligation to pay expenses in accordance with Section 2(i) below) and (B) in the case of the Stock with respect a determination to which the Purchaser has requested inclusion hereunder. Any exclusion of the Stock delay registering, shall be made PRO RATA among the all holders of the Company's Common Stock with similar registration rights seeking permitted to include such shares, in proportion delay registering any Registrable Securities being registered pursuant to the number of such shares sought to be included by such holders. No incidental right under this Section 5(a) shall be construed to limit any registration required under Section 5(b). The obligations of 2 for the Company under this Section 5(a) may be waived at any time upon same period as the written consent of the Purchaser and shall expire on the 6th anniversary of this Agreementdelay in registering such other securities.

Piggy-Back Registration Rights. If at at, any time from the date hereof through the second anniversary of the date hereof, the Company shall determine proposes to register for any of its own account stock or the account of others other securities under the Securities Act of 1933, as amended (the "Securities 33 Act") ), in connection with the public offering thereof by the Company or any of its equity securities, stockholders of its securities solely for cash (other than on Form S-8 or Form S-4 or their then equivalents a registration statement relating to shares 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, it shall send either to the Purchaser sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a Rule 145 transaction pursuant to the 33 Act), the Company shall, at such time, promptly give Seller written notice of such determination and, if registration. Upon the written request of the Seller given within 15 twenty (20) days after receipt mailing of such notice, the Purchaser shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Stock not then subject to the Repurchase Option the Purchaser requests to be registered, except that if, in connection with any offering involving an underwriting of the Company's Common Stock to be issued notice by the Company, the managing underwriter Company shall impose a limitation on cause to be registered under the 33 Act up to 740,000 shares of Common Stock then owned by Seller or by its affiliate Kevin Halter, Jr., which for these purposes shall include the shaxxx xxxxxx xxxxxxnt to Section 6.5(d) (collectively, "Seller's Shares") , which Seller has requested to be registered; provided, that in the case of an underwritten public offering, if the underwriters or their representative shall reasonably determine that the inclusion in such offering of the Seller's Shares will interfere therewith, the number of shares Seller's Shares included in such offering will be either reduced or eliminated, in such underwriter's sole discretion. The Company shall have the right to terminate or withdraw any registration initiated by it under this provision prior to the effectiveness of 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 the Company shall be obligated whether or not Seller has elected to include securities in such registration. The expenses of such registration statement only such limited portion or withdrawn registration shall be borne by the Company other than underwriting commissions and discounts applicable to Seller's Shares and other than state Blue Sky costs that are incurred by the Company at the request of the Stock with respect to which the Purchaser has requested inclusion hereunder. Any exclusion of the Stock shall be made PRO RATA among the all holders of the Company's Common Stock with similar registration rights seeking to include such shares, in proportion to the number of such shares sought to be included by such holders. No incidental right under this Section 5(a) shall be construed to limit any registration required under Section 5(b). The obligations of the Company under this Section 5(a) may be waived at any time upon the written consent of the Purchaser and shall expire on the 6th anniversary of this AgreementSeller.

Piggy-Back Registration Rights. If the Company at any time the Company shall determine proposes to register for its own account or the account of others under the Securities Act of 1933, as amended (the "Securities Act") any of its equity securities, other than on Form S-8 or Form S-4 or their then equivalents relating to shares of Common Stock on any form on which the Shares may be included, except shares to be issued solely in connection with any acquisition of any entity or business business, shares issuable upon the exercise of stock options or shares of Common Stock issuable in connection with stock option or other pursuant to employee benefit plans, it shall send will each such time give written notice to the Purchaser written notice Purchasers of its intention to do so. If the Purchasers desire to have any of their Shares purchased hereunder included in such determination andregistration, if they shall, within 15 20 days after their receipt of such noticenotice from the Company, the Purchaser shall so request in writing, notify the Company shall use its best efforts to include in such registration statement all or any part of the Stock not then subject number of shares which they desire to have so included and the manner in which they propose to dispose of such Shares. The Company will cause all such Shares requested to be registered by the Purchasers to be registered or qualified to the Repurchase Option extent requisite to permit the Purchaser requests to be registeredsale or other disposition thereof in the manner described by the Purchasers; provided, except however, that if, in connection with any the offering involving an underwriting of the Company's Common Stock pursuant to be issued a registration under the Securities Act, such offering includes shares of Common Stock being sold by the Company, Company and the managing underwriter shall impose a limitation on the number of shares of such the Common Stock which may be included in the any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distributiondistribution and such limitation is imposed pro rata with respect to all securities which have an incidental or "piggy back" rights to be included in the registration statement and as to which inclusion has been requested pursuant to such a right, and no outstanding securities are included other than pursuant to such a right, then the Company shall be obligated to include in such registration statement only such limited portion of the Stock with respect Shares which it has been requested hereunder to which the Purchaser has requested inclusion hereunder. Any exclusion of the Stock shall be made PRO RATA among the all holders of the Company's Common Stock with similar registration rights seeking to include such shares, in proportion to the number of such shares sought to be included by such holders. No incidental right under this Section 5(a) shall be construed to limit any registration required under Section 5(b). The obligations of the Company under this Section 5(a) may be waived at any time upon the written consent of the Purchaser and shall expire on the 6th anniversary of this Agreementinclude.

Piggy-Back Registration Rights. If the Company at any time the Company shall determine proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of others under other security holders or both, except with respect to registration statements on Forms S-4, S-8 or another form not available for registering the Securities Act of 1933Company’s Common Stock for sale to the public, as amended provided the Warrant Shares are not otherwise registered for resale by the Holder pursuant to an effective registration statement or the shares are not eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, each such time it will give not less than ten (10) days prior written notice to the "Securities Act") any Holder of its equity securitiesintention to do so. Upon the written request of the holder, other than on Form S-8 or Form S-4 or their then equivalents relating to shares of Common Stock to be issued solely in connection with any acquisition received by the Company within five (5) days after the giving of any entity or business or shares of Common Stock issuable in connection with stock option or other employee benefit plans, it shall send to the Purchaser written such notice of such determination and, if within 15 days after receipt of such notice, the Purchaser shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Stock not then subject to the Repurchase Option the Purchaser requests to be registered, except that if, in connection with any offering involving an underwriting of the Company's Common Stock to be issued by the Company, to register any of the Warrant Shares, the Company will cause such Warrant Shares as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Warrant Shares so registered by the Holder. In the event that any such registration shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of Warrant Shares to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall impose a limitation on reasonably be of the number opinion that such inclusion would adversely affect the marketing of shares of such Common Stock which may the securities to be included in sold by the registration statement becauseCompany therein; provided, in its judgmenthowever, such limitation is necessary to effect an orderly public distribution, then that the Company shall be obligated to include notify the holder in writing of any such registration statement only such limited portion of the Stock with respect to which the Purchaser has requested inclusion hereunder. Any exclusion of the Stock shall be made PRO RATA among the all holders of the Company's Common Stock with similar registration rights seeking to include such shares, in proportion to the number of such shares sought to be included by such holders. No incidental right under this Section 5(a) shall be construed to limit any registration required under Section 5(b). The obligations of the Company under this Section 5(a) may be waived at any time upon the written consent of the Purchaser and shall expire on the 6th anniversary of this Agreementreduction.

Piggy-Back Registration Rights. If at any time the Company Buyer shall determine to register prepare and file with the Securities and Exchange Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of 1933, as amended (the "Securities Act") any of its equity securities, other than on Form S-8 S-4 or Form S-4 S-8 (each as promulgated under the Securities Act) or their then equivalents relating to shares of Common Stock equity securities to be issued solely in connection with any acquisition of any entity or business or shares of Common Stock equity securities issuable in connection with stock option or other employee benefit plans, it then the Buyer shall send to the Purchaser Seller Representative written notice of such determination and, if within 15 ten (10) days after receipt of such notice, the Purchaser Seller Representative shall so request in writing, the Company Buyer shall use its best commercially reasonable efforts to include in such registration statement all or any part of the Stock not then subject to Earn-Out Shares the Repurchase Option the Purchaser Seller Representative requests to be registered, except that to the extent the Buyer may do so without violating registration rights of others which exist as of the date of this Agreement, subject to customary underwriter cutbacks applicable to all holders of registration rights and subject to obtaining any required consent of any selling shareholder(s) to such inclusion under such registration statement. Notwithstanding the anything herein to the contrary, if, in connection with any underwritten public offering involving an underwriting for the account of the Company's Common Stock Buyer or for stockholders of the Buyer that have contractual rights to be issued by require the CompanyBuyer to register shares of common stock, the managing underwriter underwriter(s) thereof shall impose a limitation on the number of shares of such Common Stock common stock which may be included in the a registration statement because, in its judgmentthe judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to effect an orderly public distributionfacilitate such offering, then the Company Buyer shall be obligated to include in such the registration statement only such limited portion of the Stock Consideration and/or Earn-Out Shares, if applicable, with respect to which the Purchaser Seller Representative has requested inclusion hereunder. Any exclusion of the Stock shall be made PRO RATA among the all holders of the Company's Common Stock with similar registration rights seeking to include hereunder as such shares, in proportion to the number of such shares sought to be included by such holders. No incidental right under this Section 5(aunderwriter(s) shall be construed to limit any registration required under Section 5(b). The obligations of the Company under this Section 5(a) may be waived at any time upon the written consent of the Purchaser and shall expire on the 6th anniversary of this Agreementpermit.

Piggy-Back Registration Rights. If at any time the Company shall determine to register for its own account or the account of others under the Securities Act of 1933, as amended (the "Securities Act") any of its equity securities, other than on Form S-8 or Form S-4 or their then equivalents relating to shares 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, it shall send to the Purchaser written notice of such determination and, if within 15 days after receipt of such notice, the Purchaser shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Stock not then subject to the Repurchase Option the Purchaser requests to be registered, except that if, in connection with any offering involving an underwriting of the Company's Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of 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 the Company shall be obligated to include in such registration statement only such limited portion of the Stock with respect to which the Purchaser has requested inclusion hereunder. Any exclusion of the Stock shall be made PRO RATA pro rata among the all holders of the Company's Common Stock with similar registration rights seeking to include such shares, in proportion to the number of such shares sought to be included by such holders. No incidental right under this Section 5(a) shall be construed to limit any registration required under Section 5(b). The obligations of the Company under this Section 5(a) may be waived at any time upon the written consent of the Purchaser and shall expire on the 6th 3rd anniversary of this Agreement.

Piggy-Back Registration Rights. If In addition to the other rights granted the Purchasers hereunder, if the Company at any time the Company shall determine proposes to register any of its securities under the 1933 Act for sale to the public, whether for its own account or for the account of others under other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities Act for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Holders pursuant to an effective registration statement, each such time it will give at least five (5) days' prior written notice to the Holders of 1933, as amended (the "Registrable Securities Act") any of its equity securitiesintention so to do. Upon the written request of the a Holder, other than on Form S-8 or Form S-4 or their then equivalents relating to shares of Common Stock to be issued solely in connection with any acquisition received by the Company within ten (10) days after the giving of any entity or business or shares of Common Stock issuable in connection with stock option or other employee benefit plans, it shall send to the Purchaser written such notice of such determination and, if within 15 days after receipt of such notice, the Purchaser shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Stock not then subject to the Repurchase Option the Purchaser requests to be registered, except that if, in connection with any offering involving an underwriting of the Company's Common Stock to be issued by the Company, to register any of the managing underwriter Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall impose a limitation on have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the “Seller” or “Sellers”). In the event that any registration pursuant to this Section 6(b) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of such Common Stock which may Registrable Securities (together with the other securities included) to be included in such an underwriting may be reduced, pro rata among all sellers of securities thereunder, by the registration statement becausemanaging underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, in its judgmenthowever, such limitation is necessary to effect an orderly public distribution, then that the Company shall be obligated to include notify the Seller in writing of any such registration statement only such limited portion of the Stock with respect to which the Purchaser has requested inclusion hereunder. Any exclusion of the Stock shall be made PRO RATA among the all holders of the Company's Common Stock with similar registration rights seeking to include such shares, in proportion to the number of such shares sought to be included by such holders. No incidental right under this Section 5(a) shall be construed to limit any registration required under Section 5(b). The obligations of the Company under this Section 5(a) may be waived at any time upon the written consent of the Purchaser and shall expire on the 6th anniversary of this Agreementreduction.