Common use of Piggy-Back Registrations Clause in Contracts

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 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), the Company shall send to Investor written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 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), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly 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 such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided further, FURTHER, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which The obligations of the Investor is entitled to registration Company under this Section 2(d) is an underwritten offering, then may be waived by Investors holding a majority in interest of the Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using and shall expire after the same underwriter or underwriters and, subject Company has afforded the opportunity for the Investors to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the exercise registration rights of the under this Section 2(d) for two registrations; provided, however, that any Investor pursuant to who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall only be available entitled to include in the event an additional Registration Statement filed by the Company fails to timely filethe Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, obtain effectiveness or maintain effectiveness of any if the Registration Statement required to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement shall have been ordered effective by the SEC and shall terminate and be of no further force and effect once the Company satisfies shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement. For , then the Company shall not be obligated to register any piggyback registration into which the Investor’s shares are Registrable Securities on such Registration Statement referred to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterin this Section 2(d).

Piggy-Back Registrations. If at any time prior when there is not an effective Registration Statement covering (i) shares of Common Stock issued pursuant to the expiration Purchase Agreement or (ii) Warrant Shares issuable upon exercise of the Registration Period (as hereinafter defined) Warrants, the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their its 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), the Company shall send to Investor each Holder of Registrable Securities written notice of such determination and, if within fifteen thirty (1530) days after receipt of such notice, any such Holder shall so request in writing (which request shall specify the Registrable Securities intended to be disposed of by the Holders), the Company will use its best efforts to cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Holder, to the extent necessary to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such noticeregistration, the Investor Company shall so request in writingdetermine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration pursuant to this Section 8(d) (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 8(d) for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor such Holder requests to be registered; provided, except however, that, subject to Section 2 hereof, the Company shall not be required to register any Registrable Securities pursuant to this Section 8(d) that ifare eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, (i) if the managing underwriter should reasonably object to the inclusion of the Registrable Securities in such registration statement, and reasonably determine that the inclusion of such shares Registrable Securities would result materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of the Holders, then (x) the number of Registrable Securities of the Holders included in such registration statement shall be reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to be included in the offering not being Rule 415 Eligibleregistration) if the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (iiy) none of the Registrable Securities of the Holders shall be included in connection with any underwritten public offering such registration statement if the underwriter(s) recommends the inclusion of none of such Registrable Securities; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, the managing underwriter(s) thereof such reduction shall impose not represent a limitation on greater fraction of the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering intended to be Rule 415 Eligible offered by the Holders than the fraction of similar reductions imposed on such other persons or entities (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter).

Piggy-Back Registrations. (i) If at any time prior to during the expiration of the Registration Period (as hereinafter defined) Exercise Period, the Company shall determine to file with the Commission SEC a Registration Statement under the Securities Act (a "REGISTRATION STATEMENT") relating to an underwritten offering for its own account or the account of others under the 1933 Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or of business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to Investor each holder who is entitled to registration rights under this Section 8(b) written notice of such determination and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the Investor such Warrantholder shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor Warrant Shares such Warrantholder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, 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 Warrant Shares with respect to which the Investor such Warrantholder has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any hereunder. Any exclusion of Registrable Securities Warrant Shares shall be made pro rata with among the holders of other all shares of Common Stock (or securities having the contractual right convertible into Common Stock) seeking to include such securities shares in the Registration Statement other than holders in proportion to the number of securities entitled registerable Securities sought to inclusion he included by such Warrantholders. The obligations of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities the Company under this Section 2(d8(b) may be waived by Warrantholders holding a majority in interest of the Warrant Shares and shall expire after the Company has afforded the opportunity for the Warrantholders to exercise registration rights under this Section 8(b) for two registrations; PROVIDED, however, that any Warrantholder who shall have had any Warrant Shares excluded from any Registration Statement in accordance with this Section 8(b) shall be construed entitled to limit any registration required under Sections 2(a) or 3 hereofinclude in an additional Registration Statement filed by the Company the Warrant Shares so excluded. If an offering in connection with which the Investor an Warrantholder is entitled to registration under this Section 2(d8(b) is an underwritten offering, then the Investor each Warrantholder whose Warrant Shares are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities Warrant Shares 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than debt securities or securities being registered on Form S-4 or Form S-8 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), the Company shall send to Investor each Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Investor Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the such Buyer’s Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the Investor a Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the Investor such Buyer 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 Shares included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor Buyer pursuant to this Section 2(d2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (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), the Company shall send to Investor each holder of Registrable Securities written notice of such determination and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the Investor any such holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor such holder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering Underwritten Offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement registration statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly public distributiondistribution of securities covered thereby, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect for to which the Investor such holder has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such holders; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securitiesregistration statement; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsstatement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration otherwise required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterhereunder.

Piggy-Back Registrations. (a) If at any time prior to during the expiration Effectiveness Period there is not an effective Registration Statement covering all of the Registration Period (as hereinafter defined) Registrable Securities and the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (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 the stock option or other employee benefit plans, then the Company shall give prompt written notice to the Holder of Registrable Securities of its intention to do so and of such Holder’s rights under this Section 6. Upon the written request of any such Holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder thereof, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall send determine for any reason not to Investor proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to the Holder of Registrable Securities and, if within fifteen (15) days after the effective date thereupon, shall be relieved of such notice, the Investor shall so request in writing, the Company shall include in such Registration Statement all or its obligation to register any part of the Registrable Securities which are in connection with such registration (but not then registered for resale pursuant from its obligation to a current and effective Registration Statementpay the registration expenses in connection therewith), and which the Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any if such registration involves an underwritten public offering for the account of the Companyoffering, the managing underwriter(s) thereof shall impose a limitation on the number Holder of shares of Common Stock which may Registrable Securities requesting to be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary Company’s registration must sell their Registrable Securities to facilitate public distribution, then the underwriters selected by the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything apply to the contrary set forth hereinCompany, the with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration rights of the Investor requested pursuant to this Section 2(d6(a) shall only be available in involves an underwritten public offering, the event the Company fails to timely file, obtain effectiveness or maintain effectiveness Holder of any Registration Statement Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed pursuant in connection with such registration, not to Section 2(a) register such securities in accordance connection with the terms such registration. The Company will pay all registration expenses in connection with each registration of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterRegistrable Securities.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine proposes to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than a Registration Statement on Form S-4 or Form S-8 (or their then equivalents at such time) 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), the Company shall promptly send to each Investor written notice of the Company's intention to file a Registration Statement and of such determination Investor's rights under this Section 2.b and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect subject to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities priorities set forth in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsthis Section 2.b below. No right to registration of Registrable Securities under this Section 2(d) 2.b shall be construed to limit any registration required under Sections 2(a) or 3 hereofSection 2.a. The obligations of the Company under this Section 2.b may be waived by Investors holding a majority of the Registrable Securities. If an offering in connection with which the an Investor is entitled to registration under this Section 2(d) 2.b is an underwritten offering, then the each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed to 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. Notwithstanding anything to the contrary set forth herein, the If a registration rights of the Investor pursuant to this Section 2(d2.b is to be an underwritten public offering and the managing underwriter(s) shall only advise the Company in writing, that in their reasonable good faith opinion, marketing or other factors dictate that a limitation on the number of shares of Common Stock which may be available included in the event Registration Statement is necessary to facilitate and not adversely affect the proposed offering, then the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) shall include in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.such registration:

Piggy-Back Registrations. If Unless the Registrable Securities have been registered pursuant to Section 2(a) and for so long as such registration is effective, subject to the provisions of Section 3(u) hereof, and sufficient to cover all Registrable Securities pursuant to Section 2(g) hereof, then, if at any time prior to the expiration of the Registration Period (as hereinafter defined) ), the Company shall determine proposes to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (or their then equivalents at such time) 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), ) the Company shall promptly send to each Investor written notice of the Company's intention to file a Registration Statement and of such determination Investor's rights under this Section 2(b) and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect subject to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities priorities set forth in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsSection 2(b) below. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Sections Section 2(a). The obligations of the Company under this Section 2(b) or 3 hereofmay be waived by Investors holding a majority of the Registrable Securities. If an offering in connection with which the an Investor is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the If a registration rights of the Investor pursuant to this Section 2(d2(b) shall only is to be available an underwritten public offering and the managing underwriter(s) advise the Company in writing, that in their reasonable good faith opinion, marketing or other factors dictate that a limitation on the number of shares of Common Stock which may be included in the event Registration Statement is necessary to facilitate and not adversely affect the proposed offering, then the Company fails shall include in such registration: (1) first, all securities the Company proposes to timely filesell for its own account, obtain effectiveness or maintain effectiveness (2) second, up to the full number of any 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 (3) third, the securities requested to be filed pursuant registered by the Investors and other holders of securities entitled to Section 2(a) participate in accordance with the terms registration, as of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which date hereof, drawn from them pro rata based on the Investor’s shares are number each has requested to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterincluded in such registration.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine (i) to file with the Commission SEC a Registration Statement registration statement under the Securities Act relating to an offering for its own account or for the account of others under the 1933 Act of any other holder of its equity securities (other than securities being registered on Form S-4 or Form S-8 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), and/or (ii) otherwise to effect an underwritten offering of any securities of the Company of a type included in a then effective Registration Statement, the Company shall send to each Investor written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Investor shall so request in writing, the Company shall include in such Registration Statement and/or include in such underwritten offering, as applicable, all or any part of the such Investor’s Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which that the Investor requests to be registeredregistered and/or included in the underwritten offering, as applicable, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in the Registration Statement such offering 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 underwritten offering only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter underwriter(s) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.;

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 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), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, 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 such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 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), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Companyoffering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, 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 such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If If, at any time prior to the expiration of the Registration Period (as hereinafter defined) ), the Company shall determine (i) to file with the Commission SEC a Registration Statement registration statement under the Securities Act relating to an offering for its own account or for the account of others under the 1933 Act of any other holder of its equity securities (other than securities being registered on Form S-4 or Form S-8 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 plansplans and other than a Registration Statement filed pursuant to Section 2 of this Agreement), and/or (ii) otherwise to effect an underwritten offering of any securities of the Company of a type included in a then effective Registration Statement, then, subject to the limitations and provisions set forth below in this Section 2(b), Company shall send to each Investor written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Investor shall so request in writing, the Company shall include in such Registration Statement and/or include in such underwritten offering, as applicable, all or any part of the such Investor’s Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which that the Investor requests to be registeredregistered and/or included in the underwritten offering, as applicable, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in the Registration Statement such offering 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 underwritten offering only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter underwriter(s) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.;

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 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), the Company shall send to Investor Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Investor Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the Investor Buyer is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor Buyer 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor Buyer pursuant to this Section 2(d2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 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), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly 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 such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided further, FURTHER, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which The obligations of the Investor is entitled to registration Company under this Section 2(d) is an underwritten offering, then may be waived by Investors holding a majority in interest of the Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using and shall expire after the same underwriter or underwriters and, subject Company has afforded the opportunity for the Investors to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the exercise registration rights of the under this Section 2(d) for two registrations; provided, however, that any Investor pursuant to who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall only be available entitled to include in the event an additional Registration Statement filed by the Company fails to timely filethe Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, obtain effectiveness or maintain effectiveness of any if the Registration Statement required to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement shall have been ordered effective by the SEC and shall terminate and be of no further force and effect once the Company satisfies shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement. For , then the Company shall not be obligated to register any piggyback registration into which the Investor’s shares are Registrable Securities on such Registration Statement referred to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterin this Section 2(d).

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 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), the Company shall send to Investor Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Investor Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the Investor Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the Investor Buyer 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor Buyer pursuant to this Section 2(d2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine determines to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities Common Stock (other than on Form S-4 or Form S-8 or their then 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 employee stock option or other employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under Section 2(a) written notice of such determination and, if determination. If within fifteen twenty (1520) days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' reasonable good faith 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 such Investor has requested inclusion hereunder (i) as would enable may be determined by such managing underwriter(s); provided that no portion of the Common Stock which the Company is offering for its own account shall be excluded; provided, further that the Company shall be entitled to exclude Registrable Securities to the extent necessary to avoid breaching obligations existing prior to the date hereof to other stockholders of the Company. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to pro rata inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided further, FURTHER, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand or similar registration rightsrights or whose registration rights existed prior to the date hereof. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterhereof.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) ), the Company shall determine to file with the Commission SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than debt securities or securities being registered on Form S-4 or F-4, Form S-8 or another form not available for registering the Registrable Securities to the public or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business business, or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to Investor each Buyer written notice of such determination and, if within fifteen (15) calendar days after the effective date delivery of such notice, the Investor Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the such Buyer’s Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor requests requested to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities 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 distributiondistribution of the aggregate number of securities (including the Registrable Securities) to be issued pursuant to such Registration Statement, then the Company shall only be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDED, HOWEVER, that the Company shall not exclude any include in such registration (i) first, the number of Ordinary Shares presented by ADSs that the Company proposes to sell; (ii) second, the number of shares of Registrable Securities unless requested to be included therein by the Company has first excluded Buyers, allocated pro rata among all outstanding securitiesBuyers on the basis of the number of Registrable Securities owned by each such Buyer or in such manner as they may otherwise agree; and (iii) third, the number Ordinary Shares represented by ADSs requested to be included therein by holders of which are not entitled by contract to inclusion of the Ordinary Shares (other than the Buyers), allocated among such securities holders in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securitiesmanner as they may agree; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the Investor a Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the Investor such Buyer 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 Ordinary Shares (including ADSs) included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor a Buyer pursuant to this Section 2(d2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 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), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly 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 such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; PROVIDED, HOWEVER, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDED, PROVIDED FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which The obligations of the Investor is entitled to registration Company under this Section 2(d) is an underwritten offering, then may be waived by Investors holding a majority in interest of the Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using and shall expire after the same underwriter or underwriters and, subject Company has afforded the opportunity for the Investors to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the exercise registration rights of the under this Section 2(d) for two registrations; PROVIDED, HOWEVER, that any Investor pursuant to who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall only be available entitled to include in the event an additional Registration Statement filed by the Company fails to timely filethe Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, obtain effectiveness or maintain effectiveness of any if the Registration Statement required to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement shall have been ordered effective by the SEC and shall terminate and be of no further force and effect once the Company satisfies shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement. For , then the Company shall not be obligated to register any piggyback registration into which the Investor’s shares are Registrable Securities on such Registration Statement referred to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterin this Section 2(d).

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 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), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly 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 such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided further, FURTHER, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which The obligations of the Investor is entitled to registration Company under this Section 2(d) is an underwritten offering, then may be waived by Investors holding a majority in interest of the Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using and shall expire after the same underwriter or underwriters and, subject Company has afforded the opportunity for the Investors to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the exercise registration rights of the under this Section 2(d) for two registrations; provided, however, that any Investor pursuant to who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall only be available entitled to include in the event an additional Registration Statement filed by the Company fails to timely filethe Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, obtain effectiveness or maintain effectiveness of any if the Registration Statement required to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement shall have been ordered effective by the SEC and shall terminate and be of no further force and effect once the Company satisfies shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement. For , then the Company shall not be obligated to register any piggyback registration into which the Investor’s shares are Registrable Securities on such Registration Statement referred to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterin this Section 2(d).

Piggy-Back Registrations. If Subject to the last sentence of this Section 2(d), if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 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 BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, 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 such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Investors; 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor Investors pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 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), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly public distributiondistribution of the securities to be sold by the Company, 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 such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided further, FURTHER, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which The obligations of the Investor is entitled to registration Company under this Section 2(d) is an underwritten offering, then may be waived by Investors holding a majority in interest of the Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using and shall expire after the same underwriter or underwriters and, subject Company has afforded the opportunity for the Investors to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the exercise registration rights of the under this Section 2(d) for two registrations; provided, however, that any Investor pursuant to who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall only be available entitled to include in the event an additional Registration Statement filed by the Company fails to timely filethe Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, obtain effectiveness or maintain effectiveness of any if the Registration Statement required to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement shall have been ordered effective by the SEC and shall terminate and be of no further force and effect once the Company satisfies shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement. For , then the Company shall not be obligated to register any piggyback registration into which the Investor’s shares are Registrable Securities on such Registration Statement referred to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterin this Section 2(d).

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine proposes to file with the Commission SEC a Registration Statement relating to an underwritten offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than a Registration Statement on Form S-4 or Form S-8 (or their then equivalents at such time) 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), the Company shall promptly send to each Investor written notice of the Company's intention to file a Registration Statement and of such determination Investor's rights under this Section 2.b and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registeredregistered for resale, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect subject to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities priorities set forth in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsthis Section 2.b below. No right to registration of Registrable Securities under this Section 2(d) 2.b shall be construed to limit any registration required under Sections 2(a) or 3 hereofSection 2.a. If an offering The obligations of the Company under this Section 2.b may be waived by Investors holding a majority of the Registrable Securities. To the extent that such Registration Statement has been filed in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed to by the Company, offer and sell such Registrable Securities in an such 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. Notwithstanding anything to If the contrary set forth hereinmanaging underwriter(s) advise the Company, in writing, that in their reasonable good faith opinion, marketing or other factors dictate that a limitation on the registration rights number of the Investor pursuant to this Section 2(d) shall only shares of Common Stock which may be available included in the event Registration Statement is necessary to facilitate and not adversely affect the proposed offering, then the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) shall include in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.such registration:

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 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), the Company shall send to Investor Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Investor Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the Investor Buyer is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor Buyer 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor Buyer pursuant to this Section 2(d2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the when there is not an effective Registration Period (as hereinafter defined) Statement covering any Registrable Securities, the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their its 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), the Company shall send to Investor each holder of Registrable Securities written notice of such determination and, if within fifteen thirty (1530) days after receipt of such notice, any such holder shall so request in writing (which request shall specify the Registrable Securities intended to be disposed of by the Holders), the Company will cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such noticeregistration, the Investor Company shall so request in writingdetermine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 7(d) for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor such holder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDED, HOWEVER, that the Company shall not exclude be required to register any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d7(d) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such Registrable Securities would materially adversely affect the offering contemplated in such registration statement, and, based on such determination, recommends inclusion in such registration statement of fewer or none of the Registrable Securities of the Holders, then, as applicable, (x) the number of Registrable Securities of the Holders included in such registration statement shall only be available reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to be included in the event registration), if the Company fails to timely fileafter consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, obtain effectiveness or maintain effectiveness (y) none of any Registration Statement the Registrable Securities of the Holders shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities; PROVIDED, HOWEVER, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction of the number of Registrable Securities intended to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested offered by the underwriterHolders shall not represent a greater fraction than the fraction of similar reductions imposed on such other persons or entities (other than the Company).

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 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), the Company shall send to Investor Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Investor Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the Investor Buyer is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor Buyer 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor Buyer pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (securities, other than on Form Form<-1- 32>S-4 or Form Form<-1- 32>S-8 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), the Company shall send to each Investor who is entitled to registration rights under this Section 2(e) written notice of such determination and, if within fifteen (15) ten days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly 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 such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; PROVIDED, HOWEVER, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDED, PROVIDED FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(d2(e) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which The obligations of the Investor is entitled to registration Company under this Section 2(d2(e) is may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(e) for two registrations; PROVIDED, HOWEVER, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(e) shall be entitled to include in an underwritten offering, then the Investor shall, unless otherwise agreed additional Registration Statement filed by the Company, offer and sell such Company the Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions so excluded. Notwithstanding any other provision of this Agreement, on if the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement required to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement shall have been ordered effective by the SEC and shall terminate and be of no further force and effect once the Company satisfies shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement. For , then the Company shall not be obligated to register any piggyback registration into which the Investor’s shares are Registrable Securities on such Registration Statement referred to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterin this Section 2(e).

Piggy-Back Registrations. If If, at any time prior to the expiration of the Registration Period (as hereinafter defineddefined in Section 3(a) below) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 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), the Company shall send to each Investor written notice of such determination andfiling, if and if, within fifteen (15) 15 days after the effective date of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered. Notwithstanding the foregoing, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligibleevent that, or (ii) in connection with any underwritten public offering for the account of the Companyoffering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, 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 such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDEDprovided, HOWEVERhowever, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are officers, directors or other insiders of the Company or who are not contractually entitled by contract to inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata with among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by each such Investor or other holder, and (iii) no such reduction shall reduce the amount of Registrable Securities included in the registration below twenty-five (25%) of the total amount of securities included in such registration. No right to registration of Registrable Securities under this Section 2(d2(c) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the an Investor is entitled to registration under this Section 2(d2(c) is an underwritten offering, then the each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 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 bona fide, employee benefit plans), the Company shall send to Investor each Subscriber who is entitled to registration rights under this Section 8.1, written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Investor such Subscribers shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor Shares such Subscriber requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, 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 Shares with respect to which the Investor such Subscriber has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit. Any exclusion of Shares shall be made pro rata among the Subscribers seeking to include Shares in proportion to the number of Shares Securities sought to be included by such Subscriber; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities Shares unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesShares; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities Shares shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor a Subscriber is entitled to registration under this Section 2(d) 8.1 is an underwritten offering, then the Investor each Subscriber whose Shares are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities Shares in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, and on the same terms and conditions as other shares of Common Stock common stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to file with the Commission SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than debt securities or securities being registered on Form S-4 or Form S-8 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), the Company shall send to each Investor written notice of such determination and, if within fifteen (15) days after the effective date receipt of such notice, the Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the such Investor’s Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor it requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all other outstanding securities, the holders of securities held by other selling stockholders which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the an Investor is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the such Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If Unless the Registrable Securities have been registered pursuant to Section 2(a) and for so long as such registration is effective, subject to the provisions of Section 3(e) hereof, and sufficient to cover all Registrable Securities, then, if at any time prior to the expiration of the Registration Period (as hereinafter defined) ), the Company shall determine proposes to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (or their then equivalents at such time) 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), ) the Company shall promptly send to each Investor written notice of the Company's intention to file a Registration Statement and of such determination Investor's rights under this Section 2(b) and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect subject to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities priorities set forth in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsSection 2(b) below. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Sections Section 2(a). The obligations of the Company under this Section 2(b) or 3 hereofmay be waived by Investors holding a majority of the Registrable Securities. If an offering in connection with which the an Investor is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the If a registration rights of the Investor pursuant to this Section 2(d2(b) shall only is to be available an underwritten public offering and the managing underwriter(s) advise the Company in writing, that in their reasonable good faith opinion, marketing or other factors dictate that a limitation on the number of shares of Common Stock which may be included in the event Registration Statement is necessary to facilitate and not adversely affect the proposed offering, then the Company fails shall include in such registration: (1) first, all securities the Company proposes to timely filesell for its own account, obtain effectiveness or maintain effectiveness (2) second, up to the full number of any 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 (3) third, the securities requested to be filed pursuant registered by the Investors and other holders of securities entitled to Section 2(a) participate in accordance with the terms registration, as of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which date hereof, drawn from them pro rata based on the Investor’s shares are number each has requested to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterincluded in such registration.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine (i) to file with the Commission SEC a Registration Statement registration statement under the Securities Act relating to an offering for its own account or for the account of others under the 1933 Act of any other holder of its equity securities (other than securities being registered on Form S-4 or Form S-8 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), and/or (ii) otherwise to effect an underwritten offering of any securities of the Company of a type included in a then effective Registration Statement, the Company shall send to each Investor written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Investor shall so request in writing, the Company shall include in such Registration Statement and/or include in such underwritten offering, as applicable, all or any part of the such Investor’s Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which that the Investor requests to be registeredregistered and/or included in the underwritten offering, as applicable, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in the Registration Statement such offering 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 underwritten offering only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter underwriter(s) shall permit; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities to be sold for the accounts of any holders of the Company’s equity securities which are not entitled by contract to inclusion of such securities in such Registration Statement an underwritten offering or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement such underwritten offering other than holders of securities entitled to inclusion of their securities in such Registration Statement underwritten offering by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an Investor’s Registrable Securities are included in an underwritten offering in connection with which the Investor is entitled pursuant to registration under this Section 2(d) is an underwritten offering2(b), then the such Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an such 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor Investors pursuant to this Section 2(d2(b) shall only be available in the case of an underwritten offering or in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) or Section 3(b) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 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), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly public distributiondistribution of the securities to be sold by the Company, 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 such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; PROVIDED, HOWEVER, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDED, PROVIDED FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which The obligations of the Investor is entitled to registration Company under this Section 2(d) is an underwritten offering, then may be waived by Investors holding a majority in interest of the Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using and shall expire after the same underwriter or underwriters and, subject Company has afforded the opportunity for the Investors to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the exercise registration rights of the under this Section 2(d) for two registrations; PROVIDED, HOWEVER, that any Investor pursuant to who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall only be available entitled to include in the event an additional Registration Statement filed by the Company fails to timely filethe Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, obtain effectiveness or maintain effectiveness of any if the Registration Statement required to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement shall have been ordered effective by the SEC and shall terminate and be of no further force and effect once the Company satisfies shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement. For , then the Company shall not be obligated to register any piggyback registration into which the Investor’s shares are Registrable Securities on such Registration Statement referred to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterin this Section 2(d).

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 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), the Company shall send to each Investor who is entitled to registration rights under this Section 8(e) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly 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 such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; PROVIDED, HOWEVER, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDED, PROVIDED FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(d8(e) shall be construed to limit any registration required under Sections 2(aSection 8(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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 Notwithstanding any other provision of this Agreement, on if the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement required to be filed pursuant to Section 2(a8(a) in accordance with the terms of this Agreement shall have been ordered effective by the SEC and shall terminate and be of no further force and effect once the Company satisfies shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement. For , then the Company shall not be obligated to register any piggyback registration into which the Investor’s shares are Registrable Securities on such Registration Statement referred to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterin this Section 8(e).

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine (i) to file with the Commission SEC a Registration Statement registration statement under the Securities Act relating to an offering for its own account or for the account of others under the 1933 Act of any other holder of its equity securities (other than securities being registered on Form S-4 or Form S-8 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), and/or (ii) otherwise to effect an underwritten offering of any securities of the Company of a type included in a then effective Registration Statement, the Company shall send to each Investor written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Investor shall so request in writing, the Company shall include in such Registration Statement and/or include in such underwritten offering, as applicable, all or any part of the such Investor’s Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which that the Investor requests to be registeredregistered and/or included in the underwritten offering, as applicable, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in the Registration Statement such offering 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 underwritten offering only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter underwriter(s) shall permit; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities to be sold for the accounts of any holders of the Company’s equity securities which are not entitled by contract to inclusion of such securities in such Registration Statement an underwritten offering or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement such underwritten offering other than holders of securities entitled to inclusion of their securities in such Registration Statement underwritten offering by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an Investor’s Registrable Securities are included in an underwritten offering in connection with which the Investor is entitled pursuant to registration under this Section 2(d) is an underwritten offering2(b), then the such Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an such 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor Investors pursuant to this Section 2(d2(b) shall only be available in the case of an underwritten offering or in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 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 plansplans or pursuant to a plan to reorganize the Company's Series A Cumulative Convertible Preferred Stock), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, 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 such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration ------------------------ of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 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)) and the Company is not prohibited from including such Registrable Securities on such Registration Statement, the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, 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 such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsrights (except to the extent any existing agreements otherwise provide). No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If Subject to the last sentence of this Section 2(b), if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 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), the Company shall send to each Investor who is entitled to registration rights under this Section 2(b) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, 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 such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Investors; 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the an Investor is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor Investors pursuant to this Section 2(d2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 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), the Company shall send to Investor each Purchaser who is entitled to registration rights under this Section 2(f) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the Investor such Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor such Purchaser requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities 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 effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor such Purchaser has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Purchasers seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Purchasers; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided further, FURTHER, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(d2(f) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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 Notwithstanding any other provision of this Agreement, on if the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement required to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement shall have been ordered effective by the SEC and shall terminate and be of no further force and effect once the Company satisfies shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement. For , then the Company shall not be obligated to register any piggyback registration into which the Investor’s shares are Registrable Securities on such Registration Statement referred to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterin this Section 2(f).

Piggy-Back Registrations. If at any time prior to the expiration when there is not an effective Registration Statement covering Underlying Shares for any outstanding shares of the Registration Period (as hereinafter defined) Preferred Stock, the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (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), the Company shall send to Investor each holder of Registrable Securities written notice of such determination and, if within fifteen (15) days after the effective date receipt of such notice, the Investor any such holder shall so request in writing, (which request shall specify the Registrable Securities intended to be disposed of by the Purchasers), the Company will use reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 7(d) for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor such holder requests to be registered; provided, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDED, HOWEVERhowever, that the Company shall not exclude be required to register any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d7(d) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company after consultation with the Underwriter's Representative should reasonably determine that the inclusion of such Registrable Securities, would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of the Holders, then (x) the number of Registrable Securities of the Holders included in such registration statement shall only be available reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to be included in the event registration), if the Company fails to timely fileafter consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, obtain effectiveness or maintain effectiveness (y) none of any Registration Statement the Registrable Securities of the Holders shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities; PROVIDED, however, that if Securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested offered by the underwriterHolders than the fraction of similar reductions imposed on such other persons or entities (other than the Company).

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 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), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) calendar days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly 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 such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided further, FURTHER, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which The obligations of the Investor is entitled to registration Company under this Section 2(d) is an underwritten offering, then may be waived by Investors holding a majority in interest of the Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using and shall expire after the same underwriter or underwriters and, subject Company has afforded the opportunity for the Investors to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the exercise registration rights of the under this Section 2(d) for two registrations; provided, however, that any Investor pursuant to who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall only be available entitled to include in the event an additional Registration Statement filed by the Company fails to timely filethe Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, obtain effectiveness or maintain effectiveness of any if the Registration Statement required to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement shall have been ordered effective by the SEC and shall terminate and be of no further force and effect once the Company satisfies shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement. For , then the Company shall not be obligated to register any piggyback registration into which the Investor’s shares are Registrable Securities on such Registration Statement referred to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterin this Section 2(d).

Piggy-Back Registrations. If at any time after the date hereof and prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine (i) to file with the Commission SEC a Registration Statement registration statement under the Securities Act relating to an offering for its own account or for the account of others under the 1933 Act of any other holder of its equity securities (other than securities being registered on Form S-4 or Form S-8 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), and/or (ii) otherwise to effect an underwritten offering of any securities of the Company of a type included in a then effective Registration Statement (each of (i) and (ii) a “Piggy-Back Registration”), the Company shall send to each Investor written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Investor shall so request in writing, the Company shall include in such Registration Statement and/or include in such underwritten offering, as applicable, all or any part of the such Investor’s Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which that the Investor requests to be registeredregistered and/or included in the underwritten offering, as applicable, except that (x) if such registration relates to the shares of Common Stock the resale of which was initially registered under the Company’s registration statement with the file number 333-214748 (the “Existing Resale Registration”), then the determination of the number of such Investor’s Registrable Securities to be registered shall be made on a pro rata basis with the shares of Common Stock that, as of the effective date of such notice, constitute registrable securities as defined in the registration rights agreement relating to the Existing Resale Registration, and (y) if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in the Registration Statement such offering 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 underwritten offering only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter managing underwriter(s) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.;

Piggy-Back Registrations. If at any time after the date hereof and prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement registration statement relating to an offering solely for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than debt securities or securities being registered on Form S-4 or Form S-8 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) (a “Piggy-Back Eligible Registration Statement”), the Company shall send to Investor each Buyer written notice of such determination and, if within fifteen ten (1510) days after the effective date of such notice, the Investor Buyer shall so request in writing, the Company shall include in such Piggy-Back Eligible Registration Statement all or any part of the such Buyer’s Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor that such Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Companyoffering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in the Piggy-Back Eligible 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 Piggy-Back Eligible Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Piggy-Back Eligible Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Piggy-Back Eligible Registration Statement other than holders of securities entitled to inclusion of their securities in such Piggy-Back Eligible Registration Statement by reason of demand registration rightsrights and except that any exclusion of Registrable Securities in a Registration Statement in which securities beneficially owned by the Xxxx Group (as such term is defined in the Facility Agreement) are being registered shall be made on a pro rata basis. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the Investor a Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the Investor such Buyer 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 AgreementAgreement and the underwriting agreement in such offering, on the same terms and conditions as other shares of Common Stock included in such underwritten offeringoffering (including, without limitation, execution of an agreement with the managing underwriter or placement agent limiting the sale or distribution such Buyer may make of shares of Common Stock or any securities convertible or exchangeable or exercisable for such shares of the Company, except as part of such registration). Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor Buyers pursuant to this Section 2(d2(b) shall only be available in to the event extent that the Buyer holds outstanding Registrable Securities that are not registered for resale pursuant to another effective Registration Statement at the time that the Company fails to timely file, obtain effectiveness or maintain effectiveness of any files a Piggy-Back Eligible Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterStatement.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 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), the Company shall send to each Investor who is entitled to registration rights under Section 2(a) hereof written notice of such determination andand if, if within fifteen twenty (1520) days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company or others the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock (which limitation may be the exclusion of all shares of Common Stock proposed to be included for all selling stockholders) 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 effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion portion, if any, of the Registrable Securities with respect to which the such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided further, FURTHER, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders based on the number of securities entitled they own or have the current right to inclusion of their securities acquire (except that any person that has exercised demand registration rights with respect to that Registration Statement shall have priority with respect to any shares included in such Registration Statement to the extent required by reason of demand registration rightsits agreement with the Company). No right to registration of Registrable Securities under this Section 2(d2(c) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms hereof. The obligations of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which Section 2(a) hereof may be waived by Investors holding a majority in interest of the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterRegistrable Securities.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine proposes to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (or their then equivalents at such time) 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), ) the Company shall promptly send to each Investor written notice of the Company's intention to file a Registration Statement and of such determination Investor's rights under this Section 2(b) and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect subject to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities priorities set forth in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsSection 2(b) below. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Sections Section 2(a). The obligations of the Company under this Section 2(b) or 3 hereofmay be waived by Investors holding a majority of the Registrable Securities. If an offering in connection with which the an Investor is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed to 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. Notwithstanding anything to the contrary set forth herein, the If a registration rights of the Investor pursuant to this Section 2(d2(b) shall only is to be available an underwritten public offering and the managing underwriter(s) advise the Company in writing, that in their reasonable good faith opinion, marketing or other factors dictate that a limitation on the number of shares of Common Stock which may be included in the event Registration Statement is necessary to facilitate and not adversely affect the proposed offering, then the Company fails shall include in such registration: (1) first, all securities the Company proposes to timely filesell for its own account, obtain effectiveness or maintain effectiveness (2) second, up to the full number of any 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 (3) third, the securities requested to be filed pursuant registered by the Investors and other holders of securities entitled to Section 2(a) participate in accordance with the terms registration, as of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which date hereof, drawn from them pro rata based on the Investor’s shares are number each has requested to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterincluded in such registration.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 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 send to Investor each Purchaser who has a right to have Registrable Securities covered by a Registration Statement pursuant to this Agreement written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Investor such Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor such Purchaser requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock ADSs which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor such Purchaser has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Purchasers seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Purchasers; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsStatement. No right to registration of Registrable Securities under this Section 2(d) 2.4 shall be construed to limit any registration required under Sections 2(a) Section 2.1 or 3 3.2 hereof. If an offering in connection with which the Investor a Purchaser is entitled to registration under this Section 2(d) 2.4 is an underwritten offering, then the Investor each Purchaser whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock ADSs included in such underwritten offering. Notwithstanding anything to So long as a Registration Statement is effective and immediately available for use so that all of the contrary set forth hereinRegistrable Securities may be sold in reliance thereon, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms provisions of this Agreement and section shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriternot apply.

Piggy-Back Registrations. If at any time prior to the expiration of the when there is not an effective Registration Period Statement covering (as hereinafter definedi) Common Stock, (ii) Conversion Shares or (iii) Warrant Shares, the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (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), the Company shall send to Investor each holder of Registrable Securities written notice of such determination and, if within fifteen thirty (1530) days after the effective date receipt of such notice, the Investor any such holder shall so request in writing, (which request shall specify the Registrable Securities intended to be disposed of by the Purchasers), the Company will cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 7(c) for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor such holder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDED, HOWEVER, that the Company shall not exclude be required to register any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d7(c) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such Registrable Securities, would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of the Holders, then (x) the number of Registrable Securities of the Holders included in such registration statement shall only be available reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to be included in the event registration), if the Company fails to timely fileafter consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, obtain effectiveness or maintain effectiveness (y) none of any Registration Statement the Registrable Securities of the Holders shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities; PROVIDED, HOWEVER, that if Securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested offered by the underwriterHolders than the fraction of similar reductions imposed on such other persons or entities (other than the Company).

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 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), the Company shall send to each Investor who is entitled to registration rights under Section 2(a) hereof written notice of such determination andand if, if within fifteen twenty (1520) days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock (which limitation may be the exclusion of all shares of Common Stock proposed to be included for all selling stockholders) 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 effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion portion, if any, of the Registrable Securities with respect to which the such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; PROVIDED, HOWEVER, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDED, PROVIDED FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsStatement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering The obligations of the Company under Section 2(a) hereof may be waived by Investors holding a majority in connection with which interest of the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using and shall expire after the same underwriter or underwriters and, subject Company has afforded the opportunity for the Investors to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the exercise registration rights of the under Section 2(a) hereof for two registrations; PROVIDED, HOWEVER, that any Investor pursuant to who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall only be available entitled to include in the event an additional Registration Statement filed by the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterRegistrable Securities so excluded.

Piggy-Back Registrations. If Except as provided herein if, at any time prior to when there is not an effective Registration Statement covering the expiration of the Registration Period (as hereinafter defined) Registrable Securities, the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (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), the Company shall send to Investor each Holder of Registrable Securities written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the Investor any such Holder shall so request in writing, (which request shall specify the Registrable Securities intended to be disposed of by the Purchasers), the Company will use reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 7(d) for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor such Holder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDED, HOWEVER, that the Company shall not exclude be required to register any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d7(d) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company after consultation with the Underwriter's representative should reasonably determine that the inclusion of such Registrable Securities would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer Registrable Securities then proposed to be sold by the Holders, then (x) the number of Registrable Securities of the Holders included in such registration statement shall only be available reduced pro rata among such Holders (based upon the number of Registrable Securities requested to be included in the event registration) or (y) none of the Registrable Securities of the Holders shall be included in such registration statement if the Company, after consultation with the underwriter(s), recommends the inclusion of none of such Registrable Securities; PROVIDED, HOWEVER, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be offered by the Holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company). Notwithstanding the foregoing, the Company fails shall not file any registration statement under the Securities Act (other than on Form S-4 or Form S-8) relating to timely filethe offer and sale of any equity securities of the Company, obtain effectiveness or maintain offer or sell any equity securities of the Company in a transaction exempt from registration pursuant to Regulation S under the Securities Act, until such time as the Initial Registration Statement has been effective for a period of sixty (60) Trading Days, which period shall be tolled if the effectiveness of any the Initial Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For is suspended for any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterreason whatsoever.

Piggy-Back Registrations. If at any time prior to the earlier of (i) five (5) years after the date of this Agreement and (ii) the expiration of the Registration Period (as hereinafter defineddefined below) the Company shall determine (A) to file with the Commission SEC a Registration Statement registration statement under the Securities Act relating (in whole or in part) to an offering of shares of Common Stock for its own account or for the account of others under the 1933 Act of any other holder of its equity securities (other than securities being registered on Form S-4 or Form S-8 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), and/or (B) otherwise to effect an underwritten offering of any securities of the Company of a type included in a then effective Registration Statement such that the registration of such securities would include substantially the same information as would be required to be included in a registration statement covering the sale of Registerable Securities (other than “at the market” or “registered direct” offerings on behalf of the Company), the Company shall send to each Investor written notice of such determination at least ten (10) days prior to the anticipated filing date of the registration statement and, if within fifteen five (155) days after the effective date receipt of such notice, the Investor shall so request in writing, the Company shall include in such Registration Statement and/or include in such underwritten offering, as applicable, all or any part of the such Investor’s Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which that the Investor requests to be registeredregistered and/or included in the underwritten offering, as applicable, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in the Registration Statement such offering because, in such underwriter(s)' judgment’ sole judgment and discretion, marketing or other factors dictate such limitation is necessary to facilitate public distributiona successful offering, then the Company shall be obligated to include in such Registration Statement underwritten offering only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter underwriter(s) shall permitpermit in their sole judgment and discretion; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities to be sold for the accounts of any holders of the Company’s equity securities which are not entitled by contract to inclusion of such securities in such Registration Statement an underwritten offering or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in such underwritten offering (except to the Registration Statement other than holders of securities entitled to extent that the inclusion of their such securities would reduce the amount of the Registrable Securities (as defined in the XXX) of the Holders (as defined in the XXX) that are included in such Registration Statement by reason of demand registration rightsStatement). No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration Registration required under Sections Section 2(a) or 3 hereof. If an Investor’s Registrable Securities are included in an underwritten offering in connection with which the Investor is entitled pursuant to registration under this Section 2(d) is an underwritten offering2(b), then the such Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an such 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. Notwithstanding anything the foregoing, if, prior to the contrary set forth hereineffectiveness of the Registration Statement described in Section 2(b) above, the registration rights of Company determines for any reason not to proceed with the Investor pursuant to this Section 2(d) shall only be available in the event offering, the Company fails shall give notice to timely file, obtain effectiveness or maintain effectiveness the Investors and shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration Statement to (but, for the avoidance of doubt, the Company shall not be filed relieved of its obligations pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter6).

Piggy-Back Registrations. If at (but without any time prior obligation to the expiration of the Registration Period (as hereinafter defineddo so) the Company shall determine proposes to file with register (including for this purpose a registration effected by the Commission a Registration Statement relating to an offering Company for its own account or stockholders other than the account of others under the 1933 Act of Purchaser) any of its equity Common Shares under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form S-8 (or similar or successor form) relating solely to the sale of securities to participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8 (or similar or successor form), or a registration on Form S-4 (or Form S-8 similar or their then equivalents relating to equity securities to be issued solely successor form)), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder received by the Company within twenty (20) Trading Days after mailing of such notice by the Company in connection accordance with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansSection 10(g), the Company shall send use its best efforts to Investor written notice of such determination and, if within fifteen (15) days after cause to be registered under the effective date of such notice, the Investor shall so request in writing, the Company shall include in such Registration Statement Securities Act all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which that each such Holder (the Investor requests “Electing Holders”) has requested to be registered. The Company shall have no obligation under this Section 4 to make any offering of its securities, except or to complete an offering of its securities that ifit proposes to make. If the Common Shares to be registered in a registration to which this Section 4 applies are to be sold in an underwritten offering, (i) the right of any Electing Holder to include such Electing Holder’s Registrable Securities in a registration pursuant to this Section 4 shall be conditioned upon such Electing Holder’s participation in such underwriting and the inclusion of such shares would result Holder’s Registrable Securities in the offering not being Rule 415 Eligible, or underwriting (ii) unless otherwise mutually agreed by a majority in connection with any underwritten public offering for the account interest of the CompanyHolders participating in the underwriting and such Holder) to the extent provided herein. The Company or any other stockholders (not including the Holders) from whom the Company proposes to effect a registration of Common Shares pursuant to this Section 4 (“Other Stockholders”), as the Company and such Other Stockholders shall determine, shall select the managing underwriter(sunderwriter or underwriters in such underwriting. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the Other Stockholders as provided in Section 6(l)) thereof enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting; provided, however, that no Holder (or any of their assignees) shall impose be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 4, if the underwriter advises the Company that market factors require a limitation on of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Common Stock which Registrable Securities that may be included in the Registration Statement becauseunderwriting shall be allocated as follows: (i) first, among the Company and the Other Stockholders, as they shall determine, until the Company and such Other Stockholders have included in the underwriting all shares they desire to be included, and (ii) thereafter, among all other Electing Holders that have elected to participate in such underwritten offering, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary proportion (as nearly as practicable) to facilitate public distribution, then the Company shall be obligated amount of Registrable Securities each proposes to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 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), the Company shall send to Investor Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Investor Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Sections 2(a) or 3 hereofrequired. If an offering in connection with which the Investor Buyer is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor Buyer 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor Buyer pursuant to this Section 2(d2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 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), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly 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 such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.the

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 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 send to Investor each Purchaser who has a right to have Registrable Securities covered by a Registration Statement (and which are not so covered by a Registration Statement) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Investor such Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor such Purchaser requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor such Purchaser has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Purchasers seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Purchasers; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsStatement. No right to registration of Registrable Securities under this Section 2(d) 2.4 shall be construed to limit any registration required under Sections 2(a) Section 2.1 or 3 3.2 hereof. If an offering in connection with which the Investor a Purchaser is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.to

Piggy-Back Registrations. If Except as provided herein if, at any time prior to when there is not an effective Registration Statement covering the expiration of the Registration Period (as hereinafter defined) Registrable Securities, the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (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), the Company shall send to Investor each Holder of Registrable Securities written notice of such determination and, if within fifteen (15) days after the effective date receipt of such notice, the Investor any such Holder shall so request in writing, (which request shall specify the Registrable Securities intended to be disposed of by the Holders), the Company will use reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; PROVIDED, that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 7(d) for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor such Holder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDED, HOWEVER, that the Company shall not exclude be required to register any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d7(d) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company after consultation with the Underwriter's representative should reasonably determine that the inclusion of such Registrable Securities would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer Registrable Securities then proposed to be sold by the Holders, then (x) the number of Registrable Securities of the Holders included in such registration statement shall only be available reduced pro rata among such Holders (based upon the number of Registrable Securities requested to be included in the event registration) or (y) none of the Registrable Securities of the Holders shall be included in such registration statement if the Company, after consultation with the underwriter(s), recommends the inclusion of none of such Registrable Securities; PROVIDED, HOWEVER, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be offered by the Holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company). Notwithstanding the foregoing, without the prior written consent of Holders of a majority of the Registrable Securities, the Company fails shall not file any registration statement under the Securities Act (other than on Form S-4 or Form S-8) relating to timely filethe offer and sale of any equity securities of the Company, obtain effectiveness or maintain offer or sell any equity securities of the Company in a transaction exempt from registration pursuant to Regulation S under the Securities Act until the earlier of (i) such time as the Initial Registration Statement has been effective for a period of sixty (60) Trading Days, which period shall be tolled if and during the period the effectiveness of the Initial Registration Statement is suspended for any reason whatsoever or (ii) all of the Registrable Securities covered therein shall have been sold; provided, further, that in the case of warrants or other securities which the Company has issued with piggy-back registration rights, as set forth on Schedule 2.1(r) to the Securities Purchase Agreement, the Company shall be allowed to file a separate registration statement during the same time period as the Initial Registration Statement and/or any Registration Statement to be being filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwritersentence.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 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), the Company shall send to Investor each Investor, who is entitled to registration rights under this Section 2(b) written notice of such determination and, if within fifteen twenty (1520) days after the effective date of Company gave such notice, the Company shall have received from such Investor shall so a request therefor in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering as to Debentures not yet converted, the Company need not include Registrable Securities subject thereto in such underwritten offering unless and to the extent the Holder thereof commits to convert the same prior to or in connection with the sale pursuant to such Registration Statement and (ii) if such underwritten offering is for the account of the CompanyCompany and/or holders of securities which are entitled by right to inclusion of securities in such Registration Statement, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly public distributiondistribution or is likely to materially and adversely affect the price that the Company or holders of such demand registration rights could obtain in such offering, then the Company shall be obligated to include in such Registration Statement only such limited portion portion, if any, of the Registrable Securities with respect to which the such Investor has requested inclusion hereunder (ithat the underwriter(s) as would enable advise is not likely to have either such effect. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than to the extent such pro rata allotment is provided for under the Company's currently existing agreements with such holders of the Company's securities entitled (if not provided for, then allotment of shares by the Investors and such other Investors shall be determined by the Company in good faith so as not to inclusion breach such registration rights agreements). For the purpose of their securities the pro rata allotment referred to in the foregoing sentence, the number of shares of Common Stock to be included for each holder of Debentures shall be determined by assuming the conversion thereof at a conversion price based on the average of the closing bid prices of the Common Stock during the five trading day period ending on the second day prior to the filing date of such Registration Statement by reason of demand registration rightsstatement. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Sections Section 2(a) or 3 2(c) hereof. If an offering in connection with which The obligations of the Investor is entitled to registration Company under this Section 2(d2(b) is an underwritten offering, then may be waived by Investors holding a majority in interest of the Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using and shall expire after the same underwriter or underwriters and, subject earlier of (i) such time as the Company has afforded the opportunity for the Investors to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the exercise registration rights of the Investor pursuant to under this Section 2(d2(a) for two registrations; provided, however, that any Investor who shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of have had any Registrable Securities excluded from any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and Section 2(b) shall terminate and be of no further force and effect once entitled to include in an additional Registration Statement filed by the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are Registrable Securities so excluded or (ii) when all of the Registrable Securities cease to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterRegistrable Securities.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of 1933, as amended (the “Securities Act”) of any of its equity securities (securities, other than on Form S-4 or Form S-8 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), the Company shall send to Investor the Service Provider written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the Investor Service Provider shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Advisory Shares or shares of Common Stock issuable upon exercise of the Advisory Warrant (collectively, the “Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which Securities”) that the Investor Service Provider requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement registration statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary for marketing purposes or to facilitate effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect to which the Investor such Purchaser has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any hereunder. Any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders registration statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their such other securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities is prohibited under this Section 2(d) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor shall, unless otherwise agreed written agreement entered into by the Company, offer and sell Company with the holder of such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject other securities prior to the provisions date of this Agreement, on the same terms and conditions as in which case such other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth hereinsecurities shall be excluded, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely fileif at all, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of such agreement. Notwithstanding anything in this Agreement and shall terminate and be of no further force and effect once to the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be includedcontrary, the Investor registration rights contemplated by this Section 7 shall provide expire automatically at such time as the underwriter with any information about the Investor that is reasonably requested by the underwriterRegistrable Securities become eligible for resale under applicable federal and state securities laws without restriction.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 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), the Company shall send to Investor Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Investor Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the Investor Buyer is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor Buyer 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor Buyer pursuant to this Section 2(d2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 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), the Company shall send to Investor each Investor, who is entitled to registration rights under this Section 2(a) written notice of such determination and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly 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 such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided further, FURTHER, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsStatement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which The obligations of the Investor is entitled to registration Company under this Section 2(d) is an underwritten offering, then may be waived by Investors holding a majority in interest of the Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using and shall expire after the same underwriter or underwriters and, subject Company has afforded the opportunity for the Investors to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the exercise registration rights of the under this Section 2(d) for two registrations; provided, however, that any Investor pursuant to who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall only be available entitled to include in the event an additional Registration Statement filed by the Company fails to timely filethe Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, obtain effectiveness or maintain effectiveness of any if the Registration Statement required to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement shall have been ordered effective by the SEC and shall terminate and be of no further force and effect once thereafter the Company satisfies shall have complied in all material respects with its obligations under this Agreement. For Agreement in respect of such Registration Statement, then the Company shall not be obligated to register any piggyback registration into which the Investor’s shares are Registrable Securities on any Registration Statement referred to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterin this Section 2(d).

Piggy-Back Registrations. (i) If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine proposes to file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of register any of its equity securities warrants, Common Stock or any other shares of common stock of the Company under the Securities Act (other than a registration (A) on Form S-4 or Form S-8 or their then equivalents S-4 or any successor or similar forms, (B) relating to equity securities to be issued solely Common Stock or any other shares of common stock of the Company issuable upon exercise of employee share options or in connection with any acquisition employee benefit or similar plan of any entity the Company or business or equity securities issuable (C) in connection with stock option a direct or other employee benefit plansindirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to such registration to the Initial Investors, which notice shall set forth such Initial Investors' rights under this Section 2(e) and shall offer the Initial Investors the opportunity to include in such registration statement such number of Registrable Securities as the Initial Investors may request. Upon the written request of an Initial Investors made within ten (10) days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Initial Investors), the Company shall send will use its best efforts to Investor written notice effect the registration under the Securities Laws of such determination and, if within fifteen (15) days after the effective date of such notice, the Investor shall so request in writing, all Registrable Securities that the Company shall include in such Registration Statement all or any part has been so requested to register by the Initial Investors, to the extent requisite to permit the disposition of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor requests so to be registered; provided, except however, that if, (iA) inclusion of if such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten registration involves a public offering for the account of the Companyoffering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, 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 -------- Initial Investors must sell their Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities underwriters selected as provided in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d2(f) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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, hereof on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything apply to the contrary set forth hereinCompany and (B) if, the registration rights at any time after giving written notice of the Investor its intention to register any Registrable Securities pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.this

Piggy-Back Registrations. If Unless the Registrable Securities have been registered pursuant to Section 2(a) and for so long as such registration is effective, subject to the provisions of Section 3(u) hereof, and sufficient to cover all Registrable Securities pursuant to Section 2(f), if at any time prior to the expiration of date on which the Registration Period (as hereinafter defined) with respect to all Registration Statements shall have expired, if any Preferred Shares, Warrant Shares or Registrable Securities remain outstanding and the Company shall determine proposes to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (or their then equivalents at such time) 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), the Company shall promptly send to each Investor written notice of the Company's intention to file a Registration Statement and of such determination Investor's rights under this Section 2(b) and, if within fifteen seven (157) business days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect subject to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities priorities set forth below in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsthis Section 2(b). No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Sections Section 2(a). The obligations of the Company under this Section 2(b) or 3 hereofmay be waived by Investors holding a majority of the Registrable Securities. If an offering in connection with which the an Investor is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed to 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. Notwithstanding anything to the contrary set forth herein, the If a registration rights of the Investor pursuant to this Section 2(d2(b) shall only is to be available an underwritten public offering and the managing underwriter(s) advise the Company in writing, that in their reasonable good faith opinion, marketing or other factors dictate that a limitation on the number of shares of Common Stock which may be included in the event Registration Statement is necessary to facilitate and not adversely affect the proposed offering, then the Company fails shall include in such registration: (1) first, all securities the Company proposes to timely filesell for its own account, obtain effectiveness or maintain effectiveness (2) second, up to the full number of any 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 (3) third, the securities requested to be filed pursuant registered by the Investors and other holders of securities entitled to Section 2(a) participate in accordance with the terms registration, as of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which date hereof, drawn from them pro rata based on the Investor’s shares are number each has requested to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterincluded in such registration.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 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), ) the Company shall send to each Investor who is entitled to registration rights under this Section 2(b) written notice of such determination and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' reasonable good faith 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 such Investor has requested inclusion hereunder (i) as would enable hereunder; provided that no portion of the equity securities which the Company is offering for its own account shall be excluded; PROVIDED, FURTHER that the Company shall be entitled to exclude Registrable Securities to the extent necessary to avoid breaching obligations existing prior to the date hereof to other stockholders of the Company. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d2(c) shall be construed to limit any registration required under Sections by Section 2(a) or 3 hereof. The obligations of the Company under this Section 2(c) may be waived by Investors holding a majority in interest of the Registrable Securities. If an offering in connection with which the an Investor is entitled to registration under this Section 2(d2(c) is an underwritten offering, then the each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 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), the Company shall send to Investor Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Investor Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the Investor Buyer is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor Buyer 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor Buyer pursuant to this Section 2(d2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If Subject to the last sentence of this -------------------------- Section 2(d), if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 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), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock ' which may be included in the Registration Statement because, in such underwriter(s)' judgment, 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 such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Investors; PROVIDEDprovided, HOWEVER, that --------- howeverthat the Company shall not exclude any Registrable Securities unless the ----------- Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, thatprovided,further howeverthat, after giving effect to the immediately preceding -------- ------- ----------- proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor Investors pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 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 option, stock purchase, or other employee benefit plans), the Company shall send to Investor Buyer written notice of such determination and, if within fifteen ten (1510) days after the effective date of such notice, the Investor Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor Buyer requests to be registered (only if such securities are not yet registered), except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the Investor Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the Investor Buyer 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 AgreementAgreement and the underwriting agreement in such offering, on the same terms and conditions as other shares of Common Stock included in such underwritten offeringoffering (including, without limitation, execution of an agreement with the managing underwriter or agent limiting the sale or distribution such Buyer may make of shares of Common Stock or any securities convertible or exchangeable or exercisable for such shares of the Company, except as part of such registration). Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor Buyer pursuant to this Section 2(d2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 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), the Company shall send to Investor Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Investor Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.;

Piggy-Back Registrations. If Except as provided herein if, at any time prior to when there is not an effective Registration Statement covering the expiration of the Registration Period (as hereinafter defined) Registrable Securities, the Company shall determine to prepare and file with the Commission a registration statement pursuant to an Underwritten Offering (as such term is defined in the Registration Statement Rights Agreement) relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (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), the Company shall send to Investor the Holder written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the Investor Holder shall so request in writing, (which request shall specify the Registrable Securities intended to be disposed of by the Holder), the Company will use reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; PROVIDED, that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company 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 the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with this section), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 13(b) for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor Holder requests to be registered; PROVIDED, except that if, (i) inclusion of such shares would result the Holder shall not have the piggy-back rights described in the offering not being Rule 415 Eligible, or (iithis Section 13(b) in connection with any underwritten public offering for the account Company's registration of the CompanyPreferred Stock pursuant to the Initial Registration Statement (as such term is defined in the Registration Rights Agreement) and PROVIDED, FURTHER that the Company shall not be required to register any of the Registrable Securities pursuant to this Section 13(b) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an Underwritten Offering, if the managing underwriter(s) thereof shall impose a limitation or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company after consultation with the underwriter's representative should reasonably determine that the inclusion of such Registrable Securities would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer Registrable Securities than proposed to be sold by the Holder, then (x) the number of shares Registrable Securities of Common Stock which may the Holder included in such registration statement shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such management underwriter or underwriters (based upon the number of Registrable Securities requested to be included in the Registration Statement because, in such underwriter(s)' judgment, marketing registration) 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 (y) none of the Registrable Securities of the Holder shall be included in such registration statement if the Company, after consultation with respect to which the Investor has requested underwriter(s), recommends the inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permitof none of such Registrable Securities; PROVIDED, HOWEVER, that if securities are being offered for the Company account of other Persons as well as the Company, such reduction shall not exclude any Registrable Securities unless represent a greater fraction of the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion number of Registrable Securities shall intended to be made pro rata with holders offered by the Holder than the fraction of similar reductions imposed on such other securities having the contractual right to include such securities in the Registration Statement Persons (other than holders of securities entitled to inclusion of their securities Company). Company shall pay all Registration Expenses in such Registration Statement by reason of demand registration rights. No right to connection with the registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterSecurities.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine proposes to file with the Commission SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than a registration statement on Form S-4 or Form S-8 (or their then equivalents at such time) 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), plans or a registration statement on any registration form that does not permit secondary sales) the Company shall promptly send to each Investor written notice of the Company's intention to file a registration statement and of such determination Investor's rights under this Section 2.b and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect subject to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities priorities set forth in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsthis Section 2.b below. No right to registration of Registrable Securities under this Section 2(d) 2.b shall be construed to limit any registration required under Sections 2(aSection 2.a. The obligations of the Company under this Section 2.b may be waived by Investors holding eighty percent (80%) or 3 hereofof the Registrable Securities. If an offering in connection with which the an Investor is entitled to registration under this Section 2(d) 2.b is an underwritten offering, then the each Investor whose Registrable Securities are included in such registration statement shall, unless otherwise agreed to 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. Notwithstanding anything to the contrary set forth herein, the If a registration rights of the Investor pursuant to this Section 2(d2.b is to be an underwritten public offering and the managing underwriter(s) shall only advise the Company in writing, that in their reasonable good faith opinion, marketing or other factors dictate that a limitation on the number of shares of Common Stock which may be available included in the event registration statement is necessary to facilitate and not adversely affect the proposed offering, then the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) shall include in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.such registration:

Piggy-Back Registrations. If at any time prior to when there is not an effective Registration Statement covering the expiration of the Registration Period (as hereinafter defined) Registrable Securities, the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (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), the Company shall send to Investor each holder of Registrable Securities written notice of such determination and, if within fifteen (15) days after the effective date receipt of such notice, the Investor any such holder shall so request in writing, (which request shall specify the Registrable Securities intended to be disposed of by the Purchasers), the Company will cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with SECTION 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this SECTION 7(c) for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor such holder requests to be registered; provided, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDED, HOWEVERhowever, that the Company shall not exclude be required to register any Registrable Securities unless pursuant to this SECTION 7(c) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company has first excluded all outstanding securities, after consultation with the holders of which are not entitled by contract to managing underwriter should reasonably determine that the inclusion of such securities Registrable Securities, would materially adversely affect the offering contemplated in such Registration Statement registration statement, and based on such determination recommends inclusion in such registration statement of fewer or are not entitled none of the Registrable Securities of the Holders, then (x) the number of Registrable Securities of the Holders included in such registration statement shall be reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to pro rata inclusion be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Holders shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities; and PROVIDEDprovided, FURTHERhowever, HOWEVERthat if Securities are being offered for the account of other persons or entities as well as the Company, that, after giving effect to such reduction shall not represent a greater fraction of the immediately preceding proviso, any exclusion number of Registrable Securities shall intended to be made pro rata with holders offered by the Holders than the fraction of similar reductions imposed on such other securities having the contractual right to include such securities in the Registration Statement persons or entities (other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter).

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (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), the Company shall send to Investor each Holder of Registrable Securities written notice of such determination and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the Investor any such Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor such holder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering Underwritten Offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement registration statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly public distributiondistribution of securities covered thereby, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect for to which the Investor such Holder has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Holders; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders Holders of which are not entitled by contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders Holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsstatement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration otherwise required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterhereunder.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 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), the Company shall send to Investor each Purchaser written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the Investor such Purchaser shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor such Purchaser requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement registration statement because, in such underwriter(s)' reasonable judgment, marketing or other factors dictate such limitation is necessary for marketing purposes or to facilitate effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect to which the Investor such Purchaser has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Purchasers seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Purchasers; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders registration statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their such other securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities is prohibited under this Section 2(d) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor shall, unless otherwise agreed written agreement entered into by the Company, offer and sell Company with the holder of such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject other securities prior to the provisions date of this Agreement, on the same terms and conditions as in which case such other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth hereinsecurities shall be excluded, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely fileif at all, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of such agreement. Notwithstanding anything in this Agreement and shall terminate and be of no further force and effect once to the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be includedcontrary, the Investor registration rights contemplated by this Section 4.12 shall provide expire automatically at such time as the underwriter with any information about the Investor that is reasonably requested by the underwriterRegistrable Securities become eligible for resale under applicable federal and state securities laws without restriction.

Piggy-Back Registrations. If at any time prior to when there is not an effective Registration Statement covering Underlying Shares, the expiration of the Registration Period (as hereinafter defined) the Company Corporation shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (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), the Company Corporation shall send to Investor each Holder of Registrable Securities written notice of such determination and, if within fifteen thirty (1530) days after the effective date receipt of such notice, the Investor any such Holder shall so request in writing, (which request shall specify the Company Registrable Securities intended to be disposed of by the Placement Agent), the Corporation will cause the registration under the Securities Act of all Registrable Securities which the Corporation has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Corporation shall determine for any reason not to register or to delay registration of such securities, the Corporation may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 7(d) for the same period as the delay in registering such other securities. The Corporation shall include in such Registration Statement registration statement all or any part of the such Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor such Holder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDED, HOWEVER, that the Company Corporation shall not exclude be required to register any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d7(d) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Corporation after consultation with the managing underwriter(s) should reasonably determine that the inclusion of such Registrable Securities, would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of the Holders, then (x) the number of Registrable Securities of the Holders included in such registration statement shall only be available reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to be included in the event registration), if the Company fails to timely fileCorporation after consultation with the managing underwriter(s) recommends the inclusion of fewer Registrable Securities, obtain effectiveness or maintain effectiveness (y) none of any Registration Statement the Registrable Securities of the Holders shall be included in such registration statement, if the Corporation after consultation with the managing underwriter(s) recommends the inclusion of none of such Registrable Securities; PROVIDED, HOWEVER, that if securities are being offered for the account of other persons or entities as well as the Corporation, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested offered by the underwriterHolders than the fraction of similar reductions imposed on such other persons or entities (other than the Corporation).

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity entity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion so long as the Registration Statement filed pursuant to Section 2(a) has become and continues to be effective, the rights referred to herein shall not apply to any Registration Statement filed in respect of such shares would result in an underwritten public offering of securities within the offering not being Rule 415 Eligible, or 12-month period following the date hereof and (ii) if, in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, 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 such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit. Any exclusion of Registrable Securities shall be made PRO RATA among the Investors seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Investors; 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata PRO RATA inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata PRO RATA with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities who are entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any -4- 5 acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly 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 such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided further, FURTHER, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which The obligations of the Investor is entitled to registration Company under this Section 2(d) is an underwritten offering, then may be waived by Investors holding a majority in interest of the Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using and shall expire after the same underwriter or underwriters and, subject Company has afforded the opportunity for the Investors to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the exercise registration rights of the under this Section 2(d) for two registrations; provided, however, that any Investor pursuant to who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall only be available entitled to include in the event an additional Registration Statement filed by the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.Registrable Securities

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the number of shares of Common Stock available for sale under the Registration Statement is insufficient to cover all of the Registrable Securities and the Company shall determine proposes to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (or their then equivalents at such time) 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), ) the Company shall promptly send to each Investor written notice of the Company's intention to file a Registration Statement and of such determination Investor's rights under this Section 2(b) and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect subject to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities priorities set forth in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsthis Section 2(b) below. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Sections Section 2(a). The obligations of the Company under this Section 2(b) or 3 hereofmay be waived by Investors holding a majority of the Registrable Securities. If an offering in connection with which the an Investor is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed to 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. Notwithstanding anything to the contrary set forth herein, the If a registration rights of the Investor pursuant to this Section 2(d2(b) shall only is to be available an underwritten public offering and the managing underwriter(s) advise the Company in writing, that in their reasonable good faith opinion, marketing or other factors dictate that a limitation on the number of shares of Common Stock which may be included in the event Registration Statement is necessary to facilitate and not adversely affect the proposed offering, then the Company fails shall include in such registration: (1) first, all securities the Company proposes to timely filesell for its own account, obtain effectiveness or maintain effectiveness (2) second, up to the full number of any 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 (3) third, the securities requested to be filed pursuant registered by the Investors and other holders of securities entitled to Section 2(a) participate in accordance with the terms registration, as of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which date hereof, drawn from them pro rata based on the Investor’s shares are number each has requested to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterincluded in such registration.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (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), the Company shall send to Investor each holder of Registrable Securities written notice of such determination and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the Investor any such holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor such holder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering Underwritten Offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement registration statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly public distributiondistribution of securities covered thereby, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect for to which the Investor such holder has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such holders; PROVIDED, HOWEVER, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securitiesregistration statement; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsstatement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration otherwise required under Sections 2(ahereunder. This SECTION 8(d) or 3 hereof. If an offering in connection with which shall apply only at such times when all of the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in issued and outstanding cannot be sold pursuant to an underwritten offering using effective Registration Statement on Form S-3 and for a period not to exceed three years after the same underwriter or underwriters and, subject to the provisions date of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine proposes to file with the Securities and Exchange Commission (the "SEC") a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of 1933 Act (the "1933 Act") of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents at such time 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), the Company shall promptly send to Investor Holder written notice of such determination the Company's intention to file a registration statement and of Holder's rights under this SECTION 10 and, if within fifteen twenty (1520) business days after the effective date receipt of such notice, the Investor Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities which are not then registered for resale pursuant Common Stock held by Holder or to a current and effective Registration Statement, and which be held by Holder after delivery of Holder's conversion Notice in accordance with the Investor terms an conditions set forth herein that Holder requests to be registered, except that if, (i) inclusion of such shares would result in the . If an offering not being Rule 415 Eligible, or (ii) in connection with any which Holder is entitled to registration under this SECTION 10 is an underwritten offering, then Holder shall offer and sell such registrable securities in an underwritten offering using the same underwriter or underwriters and on the same terms and conditions as other shares of Common Stock included in such underwritten offering by the Company. If a registration pursuant to this SECTION 10 is to be an underwritten public offering for the account of the Company, and the managing underwriter(s) thereof shall impose advise the Company in writing, that in their reasonable good faith opinion, marketing or other factors dictate that a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation registration statement is necessary to facilitate public distributionand not adversely affect the proposed offering, then the Company shall be obligated cause such registration to include in such Registration Statement only such limited portion a minimum of the Registrable Securities with respect to which greater of: (1) fifty percent (50%) of the Investor has shares requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible registered by Holder or (ii2) as fifty percent (50%) of 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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 offeringoffered by the Company. Notwithstanding anything to the contrary set forth herein, All costs of the registration rights of the Investor pursuant to this Section 2(d) Holder's shares, including legal fees shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested borne by the underwriterCompany.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 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), the Company shall send to Investor each Investor, who is entitled to registration rights under this Section 2(a) written notice of such determination and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly 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 such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided further, FURTHER, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsStatement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which The obligations of the Investor is entitled to registration Company under this Section 2(d) is an underwritten offering, then may be waived by Investors holding a majority in interest of the Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using and shall expire after the same underwriter or underwriters and, subject Company has afforded the opportunity for the Investors to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the exercise registration rights of the under this Section 2(d) for two registrations; provided, however, that any Investor pursuant to who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall only be available entitled to include in the event an additional Registration Statement filed by the Company fails to timely filethe Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, obtain effectiveness or maintain effectiveness of any if the Registration Statement Statements required to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement shall have been ordered effective by the SEC and shall terminate and be of no further force and effect once thereafter the Company satisfies shall have complied in all material respects with its obligations under this Agreement. For Agreement in respect of such Registration Statements, then the Company shall not be obligated to register any piggyback registration into which the Investor’s shares are Registrable Securities on any Registration Statement referred to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterin this Section 2(d).

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 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 send to Investor each Purchaser who has a right to have Registrable Securities covered by a Registration Statement pursuant to this Agreement written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Investor such Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor such Purchaser requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock ADSs which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor such Purchaser has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Purchasers seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Purchasers; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right riht to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsStatement. No right to registration of Registrable Securities under this Section 2(d) 2.4 shall be construed to limit any registration required under Sections 2(a) Section 2.1 or 3 3.2 hereof. If an offering in connection with which the Investor a Purchaser is entitled to registration under this Section 2(d) 2.4 is an underwritten offering, then the Investor each Purchaser whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock ADSs included in such underwritten offering. Notwithstanding anything to So long as a Registration Statement is effective and immediately available for use so that all of the contrary set forth hereinRegistrable Securities may be sold in reliance thereon, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms provisions of this Agreement and section shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriternot apply.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 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), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' ) judgment, 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 such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 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), the Company shall send to Investor each Investor, who is entitled to registration rights under this Section 2(b) written notice of such determination and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion portion, if any, of the Registrable Securities with respect to which the such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than to the extent such pro rata allotment is permitted under the Company's currently existing agreements with such holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsthe Company's securities. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Sections 2(aSection 2(c) or 3 hereof. If an offering in connection with which The obligations of the Investor is entitled to registration Company under this Section 2(d2(b) is an underwritten offering, then may be waived by Investors holding a majority in interest of the Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using and shall expire (i) after the same underwriter or underwriters and, subject Company has afforded the opportunity for the Investors to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the exercise registration rights of the Investor pursuant to under this Section 2(d2(b) for two registrations; provided, however, that any Investor who shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of have had any Registrable Securities excluded from any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and Section 2(b) shall terminate and be of no further force and effect once entitled to include in an additional Registration Statement filed by the Company satisfies its obligations the Registrable Securities so excluded or (ii) when all of the Registrable Securities held by any Investor may be sold by such Investor under this Agreement. For Rule 144 under the Securities Act ("Rule 144") within any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterthree-month period.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) at which time no Registration Statement is then effective with respect to the Registrable Securities, the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others (unless inclusion therein would require the consent of such other party, and the Company is unable, despite exercise of good faith efforts, to obtain such consent) under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 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 option, stock purchase or other employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(sunderwriters) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, 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 such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever , that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled not subject to inclusion of their securities in such Registration Statement by reason of demand registration rightsa similar cut-back provision. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If Subject to the last sentence of this Section 2(d), if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 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 BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, 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 such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Investors; 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission a Registration Statement undertake any marketing efforts relating to an the public offering of Common Stock for its own account or for the account of others under the 1933 Act of any other holder of its equity securities Common Stock (other than securities being registered on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business business, an exchange offer, or equity securities issuable in connection with stock option option, employee stock purchase or other employee benefit plans or director plans), the Company shall send to Investor each Buyer written notice of such determination and, if within fifteen ten (1510) days after the effective date of such notice, the Investor Buyer shall so request in writing, the Company shall include in such Registration Statement marketing efforts all or any part of the such Buyer’s Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in the Registration Statement offering 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 offering only such limited portion of the Registrable Securities with respect to which the Investor Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDED, HOWEVER, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securitiessecurities to be sold for the account of any holder other than the Company of its Common Stock, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the Investor a Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the Investor such Buyer 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 AgreementAgreement and the underwriting agreement in such offering, on the same terms and conditions as other shares of Common Stock included in such underwritten offeringoffering (including, without limitation, execution of an agreement with the managing underwriter or placement agent limiting the sale or distribution such Buyer may make of shares of Common Stock or any securities convertible or exchangeable or exercisable for such shares of the Company, except as part of such registration). Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor Buyer pursuant to this Section 2(d2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If Subject to the last sentence of this Section 2(c), if at any time prior to the expiration of the Registration Period (as hereinafter defined) defined in Section 3(a)), the Company shall determine to file with the Commission SEC a Registration Statement registration statement under the 1933 Act relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 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 option, stock purchase or other employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(c) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) underwriter thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement registration statement because, in such underwriter(s)' underwriter's judgment, marketing or other factors dictate such limitation is necessary to facilitate public distributiondistribution (including achieving pricing acceptable to the Company), then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect to which the such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Investors in the aggregate; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement registration statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement registration statement other than holders of securities entitled to inclusion of their securities in such Registration Statement registration statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d2(c) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the an Investor is entitled to registration under this Section 2(d2(c) is an underwritten offering, then the each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering, including customary indemnification. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor Investors pursuant to this Section 2(d2(c) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any the Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement Agreement, and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into not apply during periods in which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that there is reasonably requested by the underwriteran effective Registration Statement.

Piggy-Back Registrations. If at any time prior to the expiration of the when there is not an effective Registration Period (as hereinafter defined) Statement covering Underlying Shares, the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (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), the Company shall send to Investor each holder of Registrable Securities written notice of such determination and, if within fifteen thirty (1530) days after the effective date receipt of such notice, the Investor any such holder shall so request in writing, (which request shall specify the Registrable Securities intended to be disposed of by the Purchasers), the Company will cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 7(d) for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor such holder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDED, HOWEVER, that the Company shall not exclude be required to register any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d7(d) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such Registrable Securities, would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of the Holders, then (x) the number of Registrable Securities of the Holders included in such registration statement shall only be available reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to be included in the event registration), if the Company fails to timely fileafter consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, obtain effectiveness or maintain effectiveness (y) none of any Registration Statement the Registrable Securities of the Holders shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities; PROVIDED, HOWEVER, that if Securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested offered by the underwriterHolders than the fraction of similar reductions imposed on such other persons or entities (other than the Company).

Piggy-Back Registrations. If at any time prior to when there is not an effective Registration Statement covering the expiration of the Registration Period (as hereinafter defined) Registrable Securities, the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (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), the Company shall send to Investor each holder of Registrable Securities written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the Investor any such holder shall so request in writing, (which request shall specify the Registrable Securities intended to be disposed of by the Holders), the Company will cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company 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 the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with SECTION 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this SECTION 7(c) for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor Holder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDED, HOWEVER, that the Company shall not exclude be required to register any Registrable Securities unless pursuant to this SECTION 7(c) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company has first excluded all outstanding securities, after consultation with the holders of which are not entitled by contract to managing underwriter should reasonably determine that the inclusion of such securities Registrable Securities, would adversely affect the offering contemplated in such Registration Statement registration statement, and based on such determination recommends inclusion in such registration statement of fewer or are not entitled none of the Registrable Securities of the Holders, then (x) the number of Registrable Securities of the Holders included in such registration statement shall be reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to pro rata inclusion be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Holders shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities; and PROVIDED, FURTHER, HOWEVER, thatthat if securities are being offered for the account of other persons or entities as well as the Company, after giving effect to such reduction shall not represent a greater fraction of the immediately preceding proviso, any exclusion number of Registrable Securities shall intended to be made pro rata with holders offered by the Holders than the fraction of similar reductions imposed on such other securities having the contractual right to include such securities in the Registration Statement persons or entities (other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter).

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 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), the Company shall send to each Investor who continues to hold Registrable Securities written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) if in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement 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 registration statement only such limited portion portion, if any of the Registrable Securities with respect to which the such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement registration statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, PROVIDED FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement registration statement other than holders of securities entitled to inclusion of their securities in such Registration Statement registration statement by reason of demand registration rightsrights (except to the extent any existing agreements otherwise provide). No right to registration of Registrable Securities under this Section 2(d2(c) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the an Investor is entitled to registration under this Section 2(d2(c) is an underwritten offering, then the each Investor whose Registrable Securities are included in such registration statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 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), the Company shall send to Investor each holder of Registrable Securities written notice of such determination and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the Investor any such holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor such holder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering Underwritten Offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement registration statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly public distributiondistribution of securities covered thereby, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect for to which the Investor such holder has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such holders; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securitiesregistration statement; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsstatement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration otherwise required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterhereunder.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 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), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Companyoffering, the managing underwriter(s) underwriter thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' 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 such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections Section 2(a) or 3 hereof. If an offering in connection with which the an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this The Section 2(d) shall only not be available in applicable to the event Registration Statement the Company fails is obligated to timely filefile currently with respect to the shares of the Common Stock issued or issuable in connection with the Company's private placement of February and March 2000, obtain effectiveness or maintain effectiveness provided that the Company is not in default of any its obligations to file a Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriterhereof.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine (i) to file with the Commission SEC a Registration Statement registration statement under the Securities Act relating to an offering for its own account or for the account of others under the 1933 Act of any other holder of its equity securities (other than securities being registered on Form S-4 or Form S-8 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), and/or (ii) otherwise to effect an underwritten offering of any securities of the Company of a type included in a then effective Registration Statement, the Company shall send to each Investor written notice of such determination anddetermination, and if within fifteen (15) days after the effective date of such notice, notice the Investor shall so request in writing, the Company shall include in such Registration Statement and/or include in such underwritten offering, as applicable, all or any part of the such Investor’s Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which that the Investor requests to be registeredregistered and/or included in the underwritten offering, as applicable, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) if in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in the Registration Statement such offering because, in such underwriter(s)' ’ reasonable 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 underwritten offering only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter underwriter(s) shall permit; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities to be sold for the accounts of any holders of the Company’s equity securities which are not entitled by contract to inclusion of such securities in such Registration Statement an underwritten offering or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement such underwritten offering other than holders of securities entitled to inclusion of their securities in such Registration Statement underwritten offering by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration Registration required under Sections Section 2(a) or 3 hereof. If an Investor’s Registrable Securities are included in an underwritten offering in connection with which the Investor is entitled pursuant to registration under this Section 2(d) is an underwritten offering2(b), then the such Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an such 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor Investors pursuant to this Section 2(d2(b) shall only be available in the case of an underwritten offering or in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement Agreement. Each Investor acknowledges and shall terminate and be of no further force and effect once agrees that, in the event the Company satisfies its obligations under would be required by the terms of this Agreement. For Section 2 to provide notice to such Investor of the filing of any piggyback registration into Registration Statement in which the Investor’s shares any Registrable Securities of any Investor are eligible to be included, the Investor Company shall provide such notice only to counsel to such Investor (which shall be Xxxxxx Xxxxxx Xxxxxxxx LLP (Attn: Xxxx X. Xxxx and Xxxxxxxx X. Xxxxxx) or such other counsel as shall have been designated by such Investor), unless such Investor has given prior written instructions to the underwriter with any information about contrary to the Investor that is reasonably requested by Company. For the underwriteravoidance of doubt, nothing contained in this Agreement shall limit, or be deemed a waiver of, the obligations of the Company under Section 5.18 of the Facility Agreement.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 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), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Companyoffering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, 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 such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections 2(aSection 2(d) or 3 hereof. If an offering in connection with which the an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. (i) If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 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 or director benefit plans), then the Company shall send to Investor each Buyer written notice of such determination and, if within fifteen (15) twenty days after the effective date receipt of such notice, the Investor any such Holder shall so request in writing, the Company shall include in such Registration Statement all or any part registration statement 130% of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may that constitute the "Registrable Securities" (as hereafter defined) as such holder requests to be included in the Registration Statement becauseregistered, in such underwriter(s)' judgment, marketing or subject to customary underwriter cutbacks applicable to all holders of registration rights on a pro rata basis (along with 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 holders of the Registrable Securities piggyback registration rights with respect to which the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permitCompany); PROVIDED, HOWEVER, that (A) the Company shall not exclude be required to register any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Sections 2(a) or 3 hereof. If an offering in connection with which the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d4(q) that are (I) eligible for resale under Rule 144 without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, or (II) that are the subject of a then effective registration statement and (B) if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall only be available determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the event the Company fails case of a determination not to timely fileregister, obtain effectiveness or maintain effectiveness shall be relieved of its obligation to register any Registration Statement to be filed Registrable Securities pursuant to this Section 2(a4(q) in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4(q) hereof), and (ii) in the terms case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 4(q) for the same period as the delay in registering such other securities. For the purposes of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be includedSection 4(q), the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.term "

Piggy-Back Registrations. (i) If at any time prior to during the expiration of the Registration Period (as hereinafter defined) Exercise Period, the Company shall determine to file with the Commission SEC a Registration Statement under the Securities Act (a "REGISTRATION STATEMENT") relating to an underwritten offering for its own account or the account of others under the 1933 Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or of business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to Investor each holder who is entitled to registration rights under this Section 8(b) written notice of such determination and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the Investor such Warrantholder shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor Warrant Shares such Warrantholder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, 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 Warrant Shares with respect to which the Investor such Warrantholder has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any hereunder. Any exclusion of Registrable Securities Warrant Shares shall be made pro rata with among the holders of other all shares of Common Stock (or securities having the contractual right convertible into Common Stock) seeking to include such securities shares in the Registration Statement other than holders in proportion to the number of securities entitled registerable Securities sought to inclusion be included by such Warrantholders. The obligations of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities the Company under this Section 2(d8(b) may be waived by Warrantholders holding a majority in interest of the Warrant Shares and shall expire after the Company has afforded the opportunity for the Warrantholders to exercise registration rights under this Section 8(b) for two registrations; PROVIDED, however, that any Warrantholder who shall have had any Warrant Shares excluded from any Registration Statement in accordance with this Section 8(b) shall be construed entitled to limit any registration required under Sections 2(a) or 3 hereofinclude in an additional Registration Statement filed by the Company the Warrant Shares so excluded. If an offering in connection with which the Investor an Warrantholder is entitled to registration under this Section 2(d8(b) is an underwritten offering, then the Investor each Warrantholder whose Warrant Shares are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities Warrant Shares 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investor pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.