Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such registration statement proposed to be filed by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.

Piggyback Registration. (a) If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register file a registration statement under the 1933 Securities Act with respect to an offering of securities for the account of any Person other than a Liberty Holder or for its own account (except by other than a registration statement on Form S-4 or Form S-8 Registration Statement (or any successor forms thereto) or qualify for a public distribution under Section 3(b) of substitute form that may be adopted by the 1933 ActCommission)), any of its securities, it will the Company shall give written notice of such proposed filing to all the Liberty Holders of this Warrantas soon as reasonably practicable (but in no event less than 15 days before the anticipated filing date), any Warrants issued pursuant undertaking to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention provide each Liberty Holder the opportunity to do so and, register on the written same terms and conditions such number of Registrable Securities as such Liberty Holder may request of any such (a "Piggyback Registration"). Each Liberty Holder given within twenty (20) days will have five Business Days after receipt of any such notice is given to notify the Company as to whether it wishes to participate in a Piggyback Registration (which request notice shall specify the Warrant Shares intended not be deemed to be sold or disposed of by a request for a Demand Registration); provided that should a Liberty Holder fail to provide timely notice to the Company, such Holder and describe will forfeit any rights to participate in the nature Piggyback Registration with respect to such proposed offering. If the registration statement is filed on behalf of any proposed sale or a Person other disposition thereof)than the Company, the Company will use its best efforts to cause all such Warrant Shares, have the amount of Registrable Securities that the Liberty Holders of which shall have requested wish to sell included in the registration statement. If the Company or qualification thereof, the Person for whose account such offering is being made shall determine in its sole discretion not to be included in such registration statement proposed register or to be filed by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting delay the proposed offering, then the amount Company may, at its election, provide written notice of Warrant Shares such determination to the Liberty Holders and (i) in the case of a determination not to effect the proposed offering, shall thereupon be relieved of the obligation to register such Registrable Securities in connection therewith, and (ii) in the case of a determination to delay a proposed offering, shall thereupon be offered by permitted to delay registering such Holders Registrable Securities for registration, as well the same period as the number delay in respect of securities of the proposed offering. If the Piggyback Registration involves an underwritten public offering, any other selling shareholders participating in the registration, shall not Liberty Holder that requested that Registrable Securities be included or shall be proportionately reduced therein may elect, by written notice given to a number deemed satisfactory by the managing underwriter. With respect Company prior to each inclusion the effective date of securities in a the registration statement pursuant therefor, not to this Section 9(a), register such Registrable Securities in connection with such Piggyback Registration. As between the selling Holders shall pay Company and the fees and disbursements of special counsel and accountants for the selling Selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of be entitled to select the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying Underwriters in connection with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofPiggyback Registration.

Piggyback Registration. If the Company If, at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, Company proposes to register any of its securities under the 1933 Act (except by other than in connection with a merger or pursuant to Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiesS-8), it will give written notice by registered mail, at least thirty (30) days prior to all the filing of each such registration statement, to the Holders of this Warrant, any the Financial Advisor's Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any the Warrant Shares of its intention to do so and, on so. If any of the written request Holders of any such Holder given the Financial Advisor's Warrants and/or Warrant Shares notify the Company within twenty (20) days after receipt mailing of any such notice (which request shall specify the Warrant Shares intended of its or their desire to be sold or disposed of by include any such Holder and describe the nature of any securities in such proposed sale or other disposition thereof)registration statement, the Company will use its best efforts to cause all shall afford such Warrant Shares, the Holders of which shall the Financial Advisor's Warrants and/or Warrant Shares the opportunity to have any such Financial Advisor's Warrants and/or Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested the registration or qualification thereof, to be included in such registration statement proposed to exceeds the number which can be filed by the Company; provided, however, that if sold in such offering without causing a greater number of Warrant Shares is offered for participation diminution in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without price or otherwise adversely affecting the proposed offering, then the amount of Warrant Shares proposed Company will include in such registration (a) FIRST, the securities the Company proposes to be offered sell, (b) SECOND, the securities held by such Holders the entities that made the demand for registration, as well as (c) THIRD, the Financial Advisor's Warrants and/or Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, PRO RATA among the Holders of Financial Advisor's Warrants and/or Warrant Shares on the basis of the number of Financial Advisor's Warrants and/or Warrant Shares requested to be registered by such Holders, and (d) FOURTH, other securities of any other selling shareholders participating in the registration, shall not requested to be included or in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall be proportionately reduced to a number deemed satisfactory by have the managing underwriter. With respect to each inclusion of securities in a registration statement right at any time after it shall have given written notice pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements 9.2 (irrespective of special counsel and accountants whether a written request for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness inclusion of any such registration, qualification, notification securities shall have been made) to elect not to file any such proposed registration statement or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof.

Piggyback Registration. (a) If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, Company proposes to register file a Registration Statement under the 1933 Securities Act with respect to an Underwritten Offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (except or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof) on a Form S-4 or Form S-8 form that would permit registration of Registrable Securities, other than a Registration Statement (i) filed in connection with any employee stock option or any successor forms theretoother benefit plan, (ii) for an exchange offer or qualify offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a public distribution under Section 3(bdividend reinvestment plan or (v) of on Form S-4, then the 1933 Act, any of its securities, it will Company shall give written notice of such proposed filing to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of Registrable Securities as soon as practicable but not less than ten days before the anticipated filing date of such Registration Statement, which notice shall have requested (A) describe the registration or qualification thereof, amount and type of securities to be included in such registration statement offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five days after receipt of such written notice (in the case of an “overnight” or “bought” offering, such requests must be filed made by the Holders within three Business Days after the delivery of any such notice by the Company) (such Registration a “Piggyback Registration”); provided, however, that if a greater number the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Warrant Shares is offered Registrable Securities for participation sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Stock in the proposed offering than Underwritten Offering, then (1) if no Registrable Securities can be included in the reasonable Underwritten Offering in the opinion of the managing underwriter Underwriter(s), the Company shall not be required to offer such opportunity to the Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offeringmanaging Underwriter(s), then the amount of Warrant Shares proposed Registrable Securities to be offered by for the accounts of Holders shall be determined based on the provisions of Section 2.3(b). Subject to Section 2.3(b), the Company shall, in good faith, cause such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or shall be proportionately reduced Underwriters of a proposed Underwritten Offering to a number deemed satisfactory permit the Registrable Securities requested by the managing underwriter. With respect to each inclusion of securities in a registration statement Holders pursuant to this Section 9(a), 2.3 to be included in a Piggyback Registration on the selling Holders shall pay the fees same terms and disbursements conditions as any similar securities of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall pay all other costs and expenses of have no further right to participate in such Underwritten Offering. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.3 shall enter into an underwriting agreement in customary form with the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants Underwriter(s) selected for such Underwritten Offering by the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.

Piggyback Registration. If the Company If, at any time within two commencing after the effective date of the Registration Statement and expiring five (25) years after complete exercise of this Warrantthereafter, but no more than seven (7) years from the date of this Warrant, Company proposes to register any of its securities under the 1933 Act (except by other than in connection with a merger or pursuant to Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiesS-8), it will give written notice by registered mail, at least thirty (30) days prior to all the filing of each such registration statement, to the Holders of this Warrant, any the Representative's Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any the Warrant Shares of its intention to do so and, on so. If any of the written request Holders of any such Holder given the Representative's Warrants and/or Warrant Shares notify the Company within twenty (20) days after receipt mailing of any such notice (which request shall specify the Warrant Shares intended of its or their desire to be sold or disposed of by include any such Holder and describe the nature of any securities in such proposed sale or other disposition thereof)registration statement, the Company will use its best efforts to cause all shall afford such Warrant Shares, the Holders of which shall the Representative's Warrants and/or Warrant Shares the opportunity to have any such Representative's Warrants and/or Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested the registration or qualification thereof, to be included in such registration statement proposed to exceeds the number which can be filed by the Company; provided, however, that if sold in such offering without causing a greater number of Warrant Shares is offered for participation diminution in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without price or otherwise adversely affecting the proposed offering, then the amount of Warrant Shares proposed Company will include in such registration (a) FIRST, the securities the Company proposes to be offered sell, (b) SECOND, the securities held by such Holders the entities that made the demand for registration, as well as (c) THIRD, the Representative's Warrants and/or Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, PRO RATA among the Holders of Representative's Warrants and/or Warrant Shares on the basis of the number of Representative's Warrants and/or Warrant Shares requested to be registered by such Holders, and (d) FOURTH, other securities of any other selling shareholders participating in the registration, shall not requested to be included or in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall be proportionately reduced to a number deemed satisfactory by have the managing underwriter. With respect to each inclusion of securities in a registration statement right at any time after it shall have given written notice pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements 9.2 (irrespective of special counsel and accountants whether a written request for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness inclusion of any such registration, qualification, notification securities shall have been made) to elect not to file any such proposed registration statement or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof.

Piggyback Registration. If the Company If, at any time within two (2) years commencing after complete exercise of this Warrant, but no more than the date hereof and expiring seven (7) years from the date of this Warranteffective date, the Company proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities, equity securities under the Act (other than in connection with a merger or pursuant to Form S-8 or S-4) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to ____________ and to all Holders other Holder(s) of this Warrant, any the Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any the Warrant Shares Securities of its intention to do so and, on so. If _______________ or other Holder(s) of the written request of any such Holder given Warrants and/or Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice (which request shall specify the Warrant Shares intended of its or their desire to be sold or disposed of by include any such Holder and describe the nature of any securities in such proposed sale or other disposition thereof)registration statement, the Company will use its best efforts shall afford ____________ and such Holder(s) of the Warrants and/or Warrant Securities the opportunity to cause all have any such Warrant SharesSecurities registered under such registration statement (sometimes referred to herein as the "Piggyback Registration"). Notwithstanding the provisions of this SECTION 7.1, the Holders of which Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.1 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their reasonable opinion based upon market conditions the number of securities requested the registration or qualification thereof, to be included in such registration statement proposed exceeds the number which can be sold in such offering the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be filed by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation included in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as pro rata among the Holders of such Warrant Securities, on the basis of the number of securities of any other selling shareholders participating in the registration, shall not shares requested by such holders to be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holdersincluded, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares(iii) third, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any included in such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.

Piggyback Registration. If Subject to the Company terms of this Section 10, if, at any time within two (2) years commencing after complete exercise of this Warrant, but no more than the date hereof and expiring seven (7) years from the date of this Warranteffective date, the Company proposes to register any of its equity securities under the 1933 Act (except by other than a registration statement (i) on Form S-8 or any successor form to such form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or Form S-8 Registration Statement or any successor forms theretoform to such form or in connection with any merger, consolidation, acquisition or exchange offer, (iii) or qualify for in connection with a public distribution under Section 3(brights offering exclusively to existing holders of Common Stock, (iv) in connection with an offering solely to employees of the 1933 Company or its subsidiaries, or (v) relating to a transaction pursuant to Rule 145 of the Act, any of its securities), it will give written notice by registered mail, at least thirty (30) days prior to all Holders the filing of this Warranteach such registration statement, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares the Holder of its intention to do so and, on so. If Holder notifies the written request of any such Holder given Company within twenty (20) business days after receipt of any such notice (which request shall specify the of its desire to include any Warrant Shares intended to be sold or disposed of held by such Holder and describe the nature of any or Warrant Shares underlying Warrants held by such Holder in such proposed sale or other disposition thereof)registration statement, the Company will use its best efforts shall afford any such Holder of the opportunity to cause all have any such Warrant SharesShares held by such Holder or Warrant Shares underlying Warrants held by such Holder, registered under such registration statement (sometimes referred to herein as the "Piggyback Registration"). Notwithstanding the provisions of this Section 10.1, the Holders of which Company shall have the right at any time after it shall have given written notice pursuant to this Section 10.1 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their reasonable opinion based upon market conditions the number of securities requested the registration or qualification thereof, to be included in such registration statement proposed exceeds the number that can be sold in such offering or would impair the pricing of such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, up to the full number of applicable Common Stock requested to be filed included in such registration by holders of Common Stock with prior or superior piggyback registration rights, (iii) third, the Company; provided, however, that if a greater number of applicable Total Warrant Shares is offered for participation requested to be included in such registration, pro rata among the Holders of the Warrant Agreements on the basis of the number of shares requested by such Holders of the Warrant Agreements to be included and which, in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) underwriter, can be accommodated sold without adversely affecting the proposed price range or probability of success of such offering, then the amount of Warrant Shares proposed to be offered by such Holders for registrationand (iv) fourth, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any included in such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register under file a registration statement with respect to any class of its equity securities, whether for its own account (other than in connection with the 1933 Act (except Registration Statement contemplated by Section 6.1 or a registration statement on Form S-4 or Form S-8 Registration Statement (or any successor forms theretoor substantially similar form), or the registration of (A) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (B) a dividend reinvestment plan) or qualify for the account of an Other Approved Holder (a public distribution under Section 3(b) of "Requesting Securityholder"), then the 1933 Act, any of its securities, it will Company shall in each case give written notice of such proposed filing to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on the written request of any such Holder given within at least twenty (20) days prior to the anticipated filing date of any such registration statement by the Company, and such notice shall offer to all Holders the opportunity to have any or all of the Registrable Securities held by such Holders included in such registration statement. Each Holder desiring to have its Registrable Securities registered under this Section 6.2 shall so advise the Company in writing within fifteen (15) days after the date of receipt of any such notice (which request shall specify set forth the Warrant Shares intended amount of Registrable Securities for which registration is requested), and the Company shall include in such Registration Statement all such Registrable Securities so requested to be sold included therein on the same terms and conditions as the securities being registered by the Company. Any Holder's request for such inclusion may be withdrawn, in whole or disposed in part, at any time prior to the effective date of by such Holder and describe Registration Statement. Notwithstanding the nature foregoing, if the Managing Underwriter of any such proposed sale public offering advises the Company in writing that the total amount or other disposition thereof)kind of securities which the Holders, the Company will use its best efforts to cause all such Warrant Shares, and the Other Approved Holders of which shall have requested the registration or qualification thereof, intend to be included in such registration statement proposed public offering is sufficiently large to be filed by materially adversely affect the Company; provided, however, that if a greater number success of Warrant Shares is offered for participation in the such proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed public offering, then the amount or kind of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are for the accounts of Holders and the Other Approved Holders (other than the Requesting Securityholder) shall be reduced pro rata to the extent necessary to reduce the total amount or kind of securities to be registered included in such proposed public offering to the amount or qualified. The kind recommended by such Managing Underwriter before the securities offered by the Company need not maintain the effectiveness of or any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofRequesting Securityholder are so reduced.

Piggyback Registration. If at time after the date hereof, the Corporation proposes to file a registration statement under the Securities Act with respect to a primary offering by the Corporation for its own account (other than a "rights offering" to shareholders of the Corporation) on a form suitable for a secondary offering and/or a secondary offering on behalf of a shareholder of the Corporation, then the Corporation will notify each Warrantholder (including for the purpose of this section 8 any subsequent holder or holders of the Warrants and/or Warrant Shares) at least thirty (30) days prior to the proposed filing of such registration statement (the "Corporate Notice"), specifying in the Corporate Notice the form of registration statement, the number of shares of Common Stock or other securities which the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register under register, the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) name of the 1933 Actmanaging underwriter or underwriters (if any), (which may be Xxxxxxxxxxx pursuant to an existing agreement with the Corporation) and the general terms and conditions of the proposed registration. Within fifteen (15) days of the Corporate Notice, any Warrantholder may deliver a notice in writing to the Corporation (the "Holder Notice") requesting that the Corporation include in such registration statement some or all of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any the Warrant Shares of its intention to do so and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request Shares. The Corporation shall specify include the Warrant Shares intended to be sold or disposed of by such Holder and describe in the nature of registration statement, and, if any proposed sale is to be underwritten, to see that the underwriters purchase such Warrant Shares. In the event that any registration pursuant to this subsection shall be, in whole or in part, an underwritten offering of securities of the Corporation, any request by a Warrantholder pursuant to this subsection to register the Warrant Shares must specify that such shares are to be included in the underwriting on the same terms and conditions as the securities, if any, otherwise being sold through underwriters under such registration; PROVIDED, HOWEVER, that if the managing underwriter or underwriters of such offering request in writing, at least fifteen (15) days prior to the date that the registration statement becomes effective, that part or all of the Warrant Shares be excluded from the registration statement on the ground that the inclusion of such Warrant Shares with the securities which the other disposition thereof)shareholders and the Corporation propose to include in such offering will materially adversely affect the success of the offering or offering price of the Common Stock being sold, certain of the Company will use its best efforts to cause all securities, including such Warrant Shares, the Holders of which shall have requested will be excluded from the registration statement as set forth below in this subsection. If the underwriters agree to purchase any or qualification thereofall of the Warrant Shares, to be included in the Warrantholders will enter into an underwriting agreement with the underwriters and will sell such registration statement proposed to be filed by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in to the proposed offering than in underwriters unless and except to the reasonable opinion of extent that, upon written notice to the Corporation and the managing underwriter or underwriters at least two days prior to the effective date of the proposed offering (which opinion shall be in writing and delivered registration statement, any such Warrantholder withdraws any portion of such Warrant Shares. If the underwriters elect to the Holders) can be accommodated without adversely affecting the proposed offering, then reduce the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are and thereby purchase less than all of the Warrant Shares, such reduction of Warrant Shares to be registered or qualifiedpurchased by the underwriter shall be made pro rata among the aggregate of Warrant Shares that were included in the timely requests from Warrantholders under this subsection 8.1 and the shares of other holders of the Corporation's securities with piggyback registration rights who exercised their rights to participate in the subject registration statement. To the extent Warrant Shares held by the Warrantholders are so reduced, such shares will be excluded from the registration statement. Warrantholders shall have no right to participate in the selection of the underwriters for the offering pursuant to this subsection. The Company need not maintain rights granted in this subsection 8.1 shall expire five (5) years after the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofhereof.

Piggyback Registration. (a) If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register file a registration statement under the 1933 Securities Act with respect to an offering of Common Stock for its own account or for the account of another Person (except by other than a registration statement on Form S-4 or Form S-8 Registration Statement S-8, or, except as provided for in Section 2.3, pursuant to Rule 415 (or any successor forms thereto) substitute form or qualify for a public distribution under Section 3(b) of rule, respectively, that may be adopted by the 1933 ActCommission)), any of its securities, it will the Company shall give written notice of such proposed filing to all the Holders at the address set forth in the share register of this Warrantthe Company as soon as reasonably practicable (but in no event less than 15 days before the anticipated filing date), any Warrants issued pursuant undertaking to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention provide each Holder the opportunity to do so and, register on the written request same terms and conditions such number of any shares of Registrable Securities as such Holder given within twenty may request (20) a "Piggyback Registration"). Each Holder will have seven business days after receipt of any such notice to notify the Company as to whether it wishes to participate in a Piggyback Registration (which request notice shall specify the Warrant Shares intended not be deemed to be sold or disposed of by a request for a Demand Registration); provided that should a Holder fail to provide timely notice to the Company, such Holder and describe will forfeit any rights to participate in the nature Piggyback Registration with respect to such proposed offering other than as described in Section 2.1(a)(iv). In the event that the registration statement is filed on behalf of any proposed sale or a Person other disposition thereof)than the Company, the Company will use its best efforts to cause all such Warrant Shares, have the shares of Registrable Securities that the Holders of which shall have requested wish to sell included in the registration statement. If the Company or qualification thereof, the Person for whose account such offering is being made shall determine in its sole discretion not to be included in such registration statement proposed register or to be filed by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting delay the proposed offering, then the amount Company may, at its election, provide written notice of Warrant Shares such determination to the Holders and (i) in the case of a determination not to effect the proposed offering, shall thereupon be relieved of the obligation to register such Registrable Securities in connection therewith, and (ii) in the case of a determination to delay a proposed offering, shall thereupon be offered by permitted to delay registering such Holders Registrable Securities for registration, as well the same period as the number delay in respect of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by proposed offering. As between the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), Company and the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of be entitled to select the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying Underwriters in connection with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofPiggyback Registration.

Piggyback Registration. If If, at any time, the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiessecurities under the Securities Act (other than in connection with an IPO or on Forms X-0, it X-0 or comparable forms of registration statements), the Company will give written notice by registered mail, at least thirty (30) business days prior to all the filing of each such registration statement, to the Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares the Registrable Securities of its intention to do so and, on so. If any Holder notifies the written request of any such Holder given Company within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended of its desire to be sold or disposed of by include any Registrable Securities in such Holder and describe the nature of any proposed sale or other disposition thereof)registration statement, the Company will use its best efforts shall afford such Holder of the Registrable Securities the opportunity to cause all have any such Warrant SharesRegistrable Securities registered under such registration statement. Notwithstanding the provisions of this Section 2.2, (i) the Company shall have the right any time after it shall have given written notice pursuant to this Section 2.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect to postpone or not to file any such proposed registration statement, or to withdraw the same after filing but prior to the effective date thereof and (ii) if the underwriter or underwriters, if any, of any such proposed public offering shall be of the reasonable opinion that the total amount or kind of securities held by the Holders of which shall have requested the registration and any other persons or qualification thereof, entities entitled to be included in such registration statement proposed to be filed by public offering would adversely affect the Company; provided, however, that if a greater number success of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed such public offering, then the amount of Warrant Shares proposed securities to be offered by such for the accounts of Holders for registration, as well as shall be reduced pro rata to the number extent necessary to reduce the total amount of securities of any other selling shareholders participating in the registration, shall not to be included or shall be proportionately reduced in such public offering to a number deemed satisfactory the amount reasonably recommended by the managing underwriter. With underwriter or underwriters thereof, whereupon the Company shall only be obligated to register such limited portion (which may be none) of the Registrable Securities with respect to each inclusion of securities in a registration statement which such Holder has provided notice pursuant to this Section 9(a)2.2. Any reduction made pursuant to this Section 2.2 shall be of the same proportion of Registrable Securities proposed to be included in the registration as any reduction made pursuant to Section 2.2A of that certain Second Amended and Restated Investor Rights Agreement, dated April 14, 2005, among the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, Company and the Shareholders named therein. In no event shall the Company shall pay all other costs and expenses be required pursuant to this Section 2.2 to reduce the amount of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are registered by it. Notwithstanding the foregoing, the Company may withdraw any registration statement referred to be registered or qualified. The Company need not maintain the effectiveness of in this Section 2.2 without thereby incurring any such registration, qualification, notification or approval, whether or not at the request of liability to the Holders, more than six (6) months following the effective date thereof.

Piggyback Registration. If the Company (a) If, at any time within two (2) years after complete exercise of this Warrantthe Mandatory Registration Termination Date, but no more than seven (7) years from the date of this Warrant, Company proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiesCommon Stock under the Securities Act, it will give written notice whether as a result of a primary or secondary offering of Common Stock or pursuant to registration rights granted to holders of other securities of the Company (but excluding in all Holders of this Warrant, cases any Warrants issued registration pursuant to Section 2 and/or Section 3(a2A hereof or any registrations to be effected on Forms S-4 or S-8 or other applicable successor Forms), the Company shall, each such time, give to the Investors twenty (20) hereofdays' prior written notice of its intent to do so, and any Warrant such notice shall describe the proposed registration and offer such holders the opportunity to register such number of Registrable Shares of its intention to do so and, on as each such holder may request. Upon the written request of any such Holder Investor given within twenty ten (2010) days after receipt the giving of any such notice (which request shall specify by the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof)Company, the Company will shall use its reasonable best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such registration statement proposed the Registrable Shares of such selling Investor, to the extent requested to be filed by registered, among all holders of Registrable Shares and other persons entitled to the Company; providedinclusion of their shares in such registration, however, that if a greater pro rata on the basis of the number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion shares of Common Stock that owned or held by such selling Investor to all of the managing underwriter shares of Common Stock owned or held by all holders and other persons entitled to be included within such registration; provided that (i) the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount number of Warrant Registrable Shares proposed to be offered sold by such Holders selling Investor is equal to at least twenty-five percent (25%) of the total number of Registrable Shares then held by such selling Investor, (ii) such selling Investor agrees to sell those of its Registrable Shares to be included in such registration in the same manner and on the same terms and conditions as the other shares of Common Stock which the Company proposes to register, and (iii) if the registration is to include shares of Common Stock to be sold for registrationthe account of the Company or any party exercising demand registration rights pursuant to any other agreement with the Company, as well as the proposed managing underwriter does not advise the Company that in its opinion the inclusion of such selling Registrable Shares (without any reduction in the number of securities shares to be sold for the account of the Company or such party exercising demand registration rights) is likely to affect materially and adversely the success of the offering or the price that would be received for any other shares of Common Stock offered, in which case the rights of such selling shareholders participating in the registration, shall not be included or Investor shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities as provided in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (63(b) months following the effective date thereofhereof.

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrantproposes, but no more than seven (7) years from the date of this Warrantfor any reason, proposes to register any Primary Shares or Other Shares (or ADSs representing Primary Shares or Other Shares) under the 1933 Securities Act (except by a other than on Form S-4 or Form S-8 Registration Statement promulgated under the Securities Act or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities), it will shall promptly give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares each Shareholder of its intention so to do so register such Primary Shares or Other Shares (or such ADSs) and, on upon the written request of any such Holder request, given within twenty (20) 20 days after receipt delivery of any such notice by the Company, of any such Shareholder to include in such registration Registrable Shares (and/or ADSs representing such Registrable Shares) owned by such Shareholder (which request shall specify the Warrant number of the Registrable Shares intended (and/or ADSs) proposed to be sold or disposed of by included in such Holder and describe the nature of any proposed sale or other disposition thereofregistration), the Company will shall use its best commercially reasonable efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, Registrable Shares (and ADSs) to be included in such registration statement proposed to be filed by on the Companysame terms and conditions as the securities otherwise being sold in such registration; provided, however, that if a greater number of Warrant Shares such registration is offered for participation in the proposed an underwritten offering than in the reasonable opinion of and the managing underwriter advises the Company that the inclusion of all Primary Shares, Registrable Shares and Other Shares (or ADSs representing such Primary Shares, Registrable Shares and Other Shares) proposed to be included in such registration would interfere with the successful marketing (including pricing) of the preferred shares (and/or ADSs representing such preferred shares) proposed offering (which opinion shall to be in writing and delivered to registered by the Holders) can be accommodated without adversely affecting the proposed offeringCompany, then the amount number of Warrant Primary Shares, Registrable Shares and Other Shares (and ADSs representing the foregoing) proposed to be offered by included in such Holders for registration, as well as the number of securities of any other selling shareholders participating registration shall be included in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.order:

Piggyback Registration. If the Company at any time within two (2) during the five-year period commencing on the Effective Date and ending five years after complete exercise of this Warranthence, but no more than seven (7) years from the date of this Warrant, proposes Company shall determine to register for its own account or the account of others under the 1933 Act (except by a any of its equity securities, other than on Form S-4 or Form S-8 Registration Statement or their then equivalents relating to equity securities to be issued solely in connection with any successor forms theretoacquisition of any entity or business, or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each Holder of Warrants or Shares, who is entitled to registration rights under this Section 14(a) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so such determination and, on the written request of any such Holder given if within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by notice, such Holder and describe the nature of any proposed sale or other disposition thereofshall so request in writing (hereafter a “Selling Holder”), the Company will use its best efforts to cause shall include in such Registration Statement all or any part of the Shares issuable upon exercise of the Warrants (the “Registrable Securities”) such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, Selling Holder requests to be included registered. The obligations of the Company under this Section 14(a) may be waived by Holders holding a majority in such registration statement proposed to be filed by interest of the Company; provided, however, Registrable Securities. In the event that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of for said offering advises the proposed offering (which opinion shall be Company in writing and delivered that the inclusion of such Registrable Securities in the offering would be materially detrimental to the Holders) can be accommodated without adversely affecting the proposed offering, then the Company shall be required to include in the offering only that number of Registrable Securities which the managing underwriter determines in its sole discretion will not jeopardize the success of the offering (the Registrable Securities so included to be apportioned pro rata among all Selling Holders according to the total amount of Warrant Shares proposed Registrable Securities entitled to be offered included therein owned by each selling holder or in such other proportions as shall mutually be agreed to by such Holders for registrationselling holders); PROVIDED HOWEVER, as well as that in no event shall any Holder of Registrable Securities have the number of shares of such securities reduced in such offer unless and until any holders of any other non-Registrable Securities intending to participate in such offering (which selling shareholders participating holders’ registration rights, if any, were granted by the Company from and after the date hereof) first shall have had the number of their shares of such securities reduced up to the amount of securities the managing underwriter has determined in the registration, shall not be included or its sole discretion shall be proportionately reduced to excluded from the offering; and PROVIDED FURTHER, that in no event shall any Shares being sold by a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities Holder properly exercising a demand registration granted in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to 14(b) be offered are to be registered or qualified. The Company need not maintain the effectiveness of any excluded from such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofoffering.

Piggyback Registration. If the Company (a) If, at any time within two (2) years commencing after complete exercise of this Warrant, but no more than seven (7) years from the date of this WarrantAgreement, the Company proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiessecurities under the Act, either for its own account or the account of any other security holder or holders of the Company possessing registration rights ("Other Stockholders"), it will shall give written notice notice, at least thirty (30) days prior to the filing of each such registration statement, to the Holder and to all other Holders of this Warrantwarrants with registration rights of the opportunity to register the Common Stock underlying such warrants (collectively, any Warrants issued pursuant to Section 2 and/or Section 3(a"Registrable Securities") hereof, and any Warrant Shares of its intention to do so and, on so. If the written request Holder or other Holders of any such Holder given Registrable Securities notify the Company within twenty twenty-one (2021) days after the receipt of any such notice (which request shall specify the Warrant Shares intended of its or their desire to be sold or disposed of by include any such Holder and describe the nature of any securities in such proposed sale or other disposition thereof)registration statement, the Company will use its best efforts shall afford the Holder and such other Holders of such securities the opportunity to cause all have any such Warrant Sharessecurities registered under such registration statement. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holder and such other Holders of which shall have requested the registration or qualification thereof, to be included in such registration statement proposed to be filed by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion as part of the managing underwriter written notice given pursuant to Section 7.2(a) hereof. The right of the proposed offering (which opinion shall be in writing and delivered Holder or any such other Holder to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), 7.2 shall be conditioned upon their participation in such underwriting and the selling Holders shall pay inclusion of their Registrable Securities in the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, extent hereinafter provided. The Holder and all other Holders proposing to distribute their securities through such underwriting shall (together with the Company shall pay all other costs and expenses of any officer, directors or Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for underwriter selected by the Company. Notwithstanding any other provision of this Section 7.2, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions if the underwriter advises the Company in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.writing that marketing factors

Piggyback Registration. If the Company If, at any time within two (2) years from and after complete exercise the date hereof and subject to the terms and conditions hereof, and until the termination of this WarrantShareholders’ Agreement in accordance with Section 8.3 hereof, but no more than seven (7) years from the date Company shall determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of this Warrant, proposes to register others under the 1933 Securities Act of any of its equity securities (except by a other than on Form S-4 F-4, or any successor form thereto, or Form S-8 Registration Statement if then available to the Company, or any successor forms form thereto) , or qualify for a public distribution under Section 3(b) of the 1933 Act, their then equivalents relating to equity securities to be issued solely in connection with any of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on the written request acquisition of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold entity or disposed of by such Holder and describe the nature of any proposed sale business or other disposition thereofequity securities issuable in connection with stock option or bona fide, employee benefit plans), the Company will use its best efforts shall send to cause SOF written notice of such determination (the “Piggyback Notice”) and, if within ten (10) days after the delivery of the Piggyback Notice, SOF shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities that SOF requests to be registered, except that if, in connection with any Underwritten Offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of Shares which may be included in the Registration Statement because, in such Warrant 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 (i) all Shares, if any, that the Holders Company proposes to sell for its own account and (ii) the number of which shall have Shares, including the Registrable Securities, that the managing underwriter(s) advise(s), allocated pro rata among the holders of such Shares who are then entitled to exercise piggyback registration rights on the basis of the number of Shares requested the registration or qualification thereof, to be included therein by each holder of such Shares. If an offering in such connection with which SOF is entitled to registration statement proposed to be filed under this Section 6.3 is an Underwritten Offering, then SOF, unless otherwise agreed by the Company; provided, howevershall offer and sell such Registrable Securities in an Underwritten Offering using the same underwriter or underwriters and, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered subject to the Holders) can be accommodated without adversely affecting provisions of this Shareholders’ Agreement, on the proposed offering, then the amount of Warrant same terms and conditions as other Shares proposed to be offered by included in such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofUnderwritten Offering.

Piggyback Registration. If If, at any time, the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register any of its securities under the 1933 Act (except by other than in connection with a merger or pursuant to Form S-4 or Form S-8 Registration Statement or any successor forms theretoS-8) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities, it will give written notice by registered mail, at least thirty (30) days prior to all the filing of each such registration statement, to the Holders of this Warrant, any the Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any the Warrant Shares Securities of its intention to do so and, on so. If any of the written request Holders of any such Holder given the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt mailing of any such notice (which request shall specify the Warrant Shares intended of its or their desire to be sold or disposed of by include any such Holder and describe the nature of any securities in such proposed sale or other disposition thereof)registration statement, the Company will use its best efforts shall afford such Holders of the Warrants and/or Warrant Securities the opportunity to cause all have any such Warrant Shares, Securities registered under such registration statement. In the Holders event that the managing underwriter for said offering advises the Company in writing that in the underwriter's opinion the number of which shall have securities requested the registration or qualification thereof, to be included in such registration statement proposed to exceeds the number which can be filed by the Company; provided, however, that if sold in such offering without causing a greater number of Warrant Shares is offered for participation diminution in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without price or otherwise adversely affecting the proposed offering, then the amount of Warrant Shares proposed Company will include in such registration (a) first, the securities the Company proposes to be offered sell, (b) second, the securities held by such Holders the entities that made the demand for registration, as well as (c) third, the Warrants and/or Warrant Securities requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrants and/or Warrant Shares on the basis of the number of Warrants and/or Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities of any other selling shareholders participating in the registration, shall not requested to be included or in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall be proportionately reduced to a number deemed satisfactory by have the managing underwriter. With respect to each inclusion of securities in a registration statement right at any time after it shall have given written notice pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements 9.2 (irrespective of special counsel and accountants whether a written request for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness inclusion of any such registration, qualification, notification securities shall have been made) to elect not to file any such proposed registration statement or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof.

Piggyback Registration. (i) If the Company shall at any time within two propose to conduct a registered offering of Common Stock (2) years after complete exercise whether a registered offering of this WarrantCommon Stock by the Company or a registered offering of Common Stock by the Company’s stockholders (including a Requested Underwritten Offering), or both, but no more than seven (7) years from the date of this Warrantexcluding an offering pursuant to Section 2(b), proposes an offering relating solely to register under the 1933 Act (except by an employee benefit plan, an offering relating to a transaction on Form S-4 or Form S-8 Registration Statement (or any successor similar forms theretoadopted after the date hereof as replacements therefor) or qualify for a public distribution under Section 3(b) of the 1933 Act, an offering on any of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereofregistration statement form that does not permit secondary sales), the Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five (5) Business Days before) the commencement of such offering, which notice will use its best efforts to cause all such Warrant Sharesset forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), the Holders anticipated filing date of which shall have requested the registration statement (if not yet filed) and the number of shares of Common Stock that are proposed to be registered (the “Piggyback Notice”); provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter or qualification thereofmanaging underwriters of an Underwritten Offering (other than a Requested Underwritten Offering) advise the Company that in their reasonable opinion that the inclusion of a Holder’s Registrable Securities requested for inclusion in the subject Underwritten Offering (and any related registration, if applicable) would likely have an adverse effect on the price, timing, marketing or distribution of Common Stock proposed to be included in such registration statement proposed Underwritten Offering, the Company shall have no obligation to be filed by provide a Piggyback Notice to such Holder and such Holder shall have no right to include any Registrable Securities in such Underwritten Offering (and any related registration, if applicable). The Piggyback Notice shall offer the CompanyHolders the opportunity to include in such offering (and any related registration, if applicable) the number of Registrable Securities as they may request (a “Piggyback Registration”); provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed event that the Company proposes to effectuate the subject offering than in the reasonable opinion pursuant to an effective Shelf Registration Statement of the managing underwriter Company other than an Automatic Shelf Registration Statement, only Registrable Securities of the proposed offering (Holders which opinion shall be in writing and delivered are subject to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not effective Shelf Registration Statement may be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualifiedsuch Piggyback Registration. The Company need not maintain shall use commercially reasonable efforts to include in each such Piggyback Registration such Registrable Securities for which the effectiveness Company has received written requests for inclusion within three (3) Business Days (or within one (1) Business Day in the case of an “overnight” offering or “bought deal”) after sending the Piggyback Notice, provided that such written request sets forth such information regarding the Selling Stockholder as is required to be disclosed in connection with the offering (and any such related registration, qualification, notification or approval, whether or not at if applicable) pursuant to Regulation S-K promulgated under the request of the Holders, more than six (6) months following the effective date thereofSecurities Act.

Piggyback Registration. If the Company If, at any time within two (2) during the period commencing on the day that begins one year from the Effective Date and ending at the end of the day that is six years after complete exercise of this Warrantthe Effective Date, but no more than seven (7) years from the date of this Warrant, proposes Company shall propose to register under the 1933 Act any shares of Common Stock or Other Securities (except by a but excluding any shares or securities being registered pursuant to Form S-8 or Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) form to either of the 1933 Act, any of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereofthem), the Company will use its best efforts shall (i) give each Holder written notice, or telecopy and telephonic notice followed as soon as practicable by written confirmation thereof, of such proposed registration at least 20 business days prior to cause all the filing of such Warrant Sharesregistration statement and (ii) upon written notice, or telecopy or telephonic notice followed as soon as practicable by written confirmation thereof, given to the Company by any Holder within 15 days after the giving of such written confirmation or written notice by the Company, the Holders of which Company shall have requested the registration include or qualification thereof, cause to be included in any such registration statement all or such portion of the Warrant Shares as such Holder may request; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of the Common Stock or Other Securities originally proposed to be filed registered; and provided, further, that in connection with any registered public offering involving an underwriting, the managing underwriter may (if in its reasonable opinion marketing factors so require) limit the number of securities (including any Warrants or Warrant Shares) included in such offering (other than securities of the Company). In the event of any such limitation, the total number of Warrant Shares to be offered for the account of the Holders participating in the registration shall be reduced pro rata in proportion to the respective number of shares requested to be included therein to the extent necessary to reduce the total number of shares proposed to be registered to the number of shares recommended by the Companymanaging underwriter; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount or kind of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are for the accounts of Holders shall be reduced in accordance with this sentence, the Company shall not be permitted to be registered or qualified. The Company need not maintain the effectiveness include securities of any such registrationpersons (other than the Company) unless the Holders are permitted to participate on a pro rata basis with other selling securityholders. Notwithstanding the foregoing, qualification, notification or approval, whether or the Company shall not at the request of the Holders, be obligated to include Warrant Shares in more than six (6) months following the effective date thereoftwo registration statements pursuant to this Agreement.

Piggyback Registration. (i) If the Company shall at any time within two propose to conduct a registered offering of Common Stock (2) years after complete exercise whether a registered offering of this WarrantCommon Stock by the Company or a registered offering of Common Stock by the Company’s stockholders (including a Requested Underwritten Offering), or both, but no more than seven (7) years from the date of this Warrantexcluding an offering pursuant to Section 2.1(b), proposes an offering relating solely to register under the 1933 Act (except by an employee benefit plan, an offering relating to a transaction on Form S-4 or Form S-8 Registration Statement (or any successor similar forms theretoadopted after the date hereof as replacements therefor) or qualify for a public distribution under Section 3(b) of the 1933 Act, an offering on any of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereofregistration statement form that does not permit secondary sales), the Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five (5) Business Days before) the commencement of such offering, which notice will use its best efforts to cause all such Warrant Sharesset forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), the Holders anticipated filing date of which shall have requested the registration statement (if not yet filed) and the number of shares of Common Stock that are proposed to be registered (the “Piggyback Notice”); provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter or qualification thereofmanaging underwriters of an Underwritten Offering (other than a Requested Underwritten Offering) advise the Company that in their reasonable opinion that the inclusion of a Holder’s Registrable Securities requested for inclusion in the subject Underwritten Offering (and any related registration, if applicable) would likely have an adverse effect on the price, timing, marketing or distribution of Common Stock proposed to be included in such registration statement proposed Underwritten Offering, the Company shall have no obligation to be filed by provide a Piggyback Notice to such Holder and such Holder shall have no right to include any Registrable Securities in such Underwritten Offering (and any related registration, if applicable). The Piggyback Notice shall offer the CompanyHolders the opportunity to include in such offering (and any related registration, if applicable) the number of Registrable Securities as they may request (a “Piggyback Registration”); provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed event that the Company proposes to effectuate the subject offering pursuant to an effective Shelf Registration Statement of the Company other than an Automatic Shelf Registration Statement, only Registrable Securities of Holders which are subject to such effective Shelf Registration Statement may be included in such Piggyback Registration. The Company shall use commercially reasonable efforts to include in each such Piggyback Registration such Registrable Securities for which the Company has received written requests for inclusion within three (3) Business Days (or within one (1) Business Day in the reasonable opinion case of an “overnight” offering or “bought deal”) after sending the managing underwriter of Piggyback Notice, provided that such written request sets forth such information regarding the proposed Selling Stockholder as is required to be disclosed in connection with the offering (which opinion and any related registration, if applicable) pursuant to Regulation S-K promulgated under the Securities Act. If, following the receipt of a Piggyback Notice, Eclipse Holdings elects to undertake a Resale Distribution to permit its Limited Partners to participate in such Piggyback Registration, Eclipse Holdings shall be in writing and delivered send written notice to the HoldersLimited Partners participating in such Resale Distribution that (i) can be accommodated without adversely affecting the proposed offering, then specifies the amount of Warrant Shares proposed Registrable Securities that Eclipse Holdings anticipates distributing to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating Limited Partner in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by Resale Distribution and (ii) sets forth the managing underwriter. With respect to each inclusion of securities information contained in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ sharesPiggyback Notice, and the Limited Partners may thereafter include such Registrable Securities in the Piggyback Registration if written notice is provided by the Limited Partners to the Company shall pay all other costs and expenses of within the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expensestime periods, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions the required information, set forth in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofprevious sentence.

Piggyback Registration. If the Company If, at any time within two commencing after ---------------------- the effective date of the Registration Statement and expiring five (25) years after complete exercise of this Warrantthereafter, but no more than seven (7) years from the date of this Warrant, Company proposes to register any of its securities under the 1933 Act (except by other than in connection with a merger or pursuant to Form S-4 or Form S-8 Registration Statement or any successor forms theretoS-8) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities, it will give written notice by registered mail, at least twenty (20) days prior to all the filing of each such registration statement, to the Holders of this Warrant, any the Representative's Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any the Warrant Shares of its intention to do so and, on so. If any of the written request Holders of any such Holder given the Representative's Warrants and/or Warrant Shares notify the Company within twenty ten (2010) days after receipt mailing of any such notice (which request shall specify the Warrant Shares intended of its or their desire to be sold or disposed of by include any such Holder and describe the nature of any securities in such proposed sale or other disposition thereof)registration statement, the Company will use its best efforts to cause all shall afford such Warrant Shares, the Holders of which shall the Representative's Warrants and/or Warrant Shares the opportunity to have any such Representative's Warrants and/or Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested the registration or qualification thereof, to be included in such registration statement proposed to exceeds the number which can be filed by the Company; provided, however, that if sold in such offering without causing a greater number of Warrant Shares is offered for participation diminution in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without price or otherwise adversely affecting the proposed offering, then the amount of Warrant Shares proposed Company will include in such registration (a) first, the ----- securities the Company proposes to be offered sell, (b) second, the securities held by such Holders the ------ entities, if any, that made the demand for registration, as well as (c) third, the number of securities of any other selling shareholders participating ----- Representative's Warrants and/or Warrant Shares requested to be included in such registration which in the registrationopinion of such underwriter can be sold, pro rata among all proposed selling shareholders. --- ---- Notwithstanding the provisions of this Section 9.2, the Company shall not be included or ------- have the right at any time after it shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement have given written notice pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements 9.2 (irrespective of special counsel and accountants whether a written request for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws inclusion of any jurisdictions in which the ------- such securities shall have been made) to be offered are elect not to be registered or qualified. The Company need not maintain the effectiveness of file any such registration, qualification, notification proposed registration statement or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof.

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register under (including for this purpose a registration effected by the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms theretoCompany for Persons other than the Holders) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiesequity securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form S-8 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, it will or a registration on Form S-4), the Company shall, at such time, promptly give each Holder written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on such registration. Upon the written request of any such each Holder given within twenty (20) days after receipt mailing of any such notice (which request shall specify by the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof)Company, the Company will shall, subject to the provisions of this Section 1, use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in registered under the Securities Act all of the Registrable Securities that each such registration statement proposed Holder has requested to be filed by registered. Notwithstanding any other provision of this Section 1.2, if the Company; providedunderwriter advises the Company in writing that, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion good faith judgment of the managing underwriter underwriter, marketing factors require a limitation of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities underwritten, then (i) the Company shall so advise all Holders of any other selling shareholders participating Registrable Securities which would otherwise be underwritten pursuant hereto, (ii) the number of shares that may be included in the registration, shall not be included or underwriting shall be proportionately reduced allocated first to a number deemed satisfactory by the managing underwriter. With respect Company and second to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling such Holders, and (iii) the aggregate number of Registrable Securities held by the Holders that may be included in the underwriting discounts or commissions and transfer taxes applicable shall be allocated (as nearly as practicable) among all requesting Holders thereof under this Agreement in proportion to the selling Holders’ shares, and the Company shall pay all other costs and expenses amount of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities Registrable Securities sought to be offered are to be registered or qualifiedsold by each such Holder. The Company need not maintain shall have no obligation under this Section 1.2 to make any offering of its securities, or to complete an offering of its securities that it proposes to make, and shall incur no liability to any Holder for its failure to do so (except for the effectiveness payment of Registration Expenses in connection with any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofcompleted).

Piggyback Registration. If the Company If, at any time within two the period commencing one (21) year and expiring six (6) years after complete exercise of this Warrantthe Effective Date, but no more than seven (7) years from the date of this Warrant, proposes to register Company should file a registration statement with the Commission under the 1933 Act (except by other than in connection with a merger or pursuant to Form S-4 or Form S-8 Registration Statement or any successor forms theretoS-8) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities, it will give written notice by registered mail, at least twenty (20) days prior to the filing of each such registration statement, to the Underwriters and to all other Holders of this Warrant, any the Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any the Warrant Shares of its intention to do so and, on so. If the written request Underwriters or other Holders of any such Holder given the Warrants and/or the Warrant Shares notify the Company within twenty ten (2010) days after receipt of any such notice (which request shall specify the of its or their desire to include any Warrant Shares intended in such proposed registration statement, the Company shall afford the Underwriters and such Holders of the Warrants and/or Warrant Shares the opportunity to be sold or disposed have any such Warrant Shares registered under such registration statement. Notwithstanding the provisions of by such Holder and describe the nature of any proposed sale or other disposition thereofthis Section 7(c), the Company will use shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof. If the underwriter of an offering to which the above piggyback rights apply objects to such rights, such objection shall preclude such inclusion. However, in such event, the Company will, within six (6) months of completion of such subsequent underwriting, file at its best efforts sole expense, a registration statement relating to cause all such excluded Warrant Shares, the Holders of which shall have requested be in addition to any registration statement required to be filed pursuant to Section 7(b), unless such Holders had refused an opportunity provided with the registration or qualification thereofconsent of the underwriter, to be included in the registration statement on the condition that they agree not to offer the securities for sale without the prior written consent of the underwriter for a period not exceeding 60 days from the effective date of such registration statement. If the underwriter in such underwritten offering shall advise the Company that it declines to include a portion or all of the Warrant Shares requested by the Underwriters and the Holders to be included in the registration statement, then (A) registration of all of the Warrant Shares shall be excluded from such registration statement proposed on the condition that all securities to be filed registered by other selling security holders, if any, are also excluded and (B) registration of a portion of such Warrant Shares shall be allocated among the Underwriters and the Holders and any other selling securityholders in proportion to the respective numbers of securities to be registered by the Company; provided, however, that if a greater Underwriters and each such Holder and other selling securityholder. In such event the Company shall give the Underwriters and the Holders prompt notice of the number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofexcluded.

Piggyback Registration. (a) If the Company Partnership at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes for any reason to register Primary Units or Other Units under the 1933 Securities Act (except by a other than the Public Offering, offerings on Form S-4 or Form S-8 Registration Statement promulgated under the Securities Act (or any successor forms thereto) ), offerings in connection with any stock option plan, stock purchase plan, savings or qualify for a public distribution under Section 3(b) similar plan or offerings pursuant to registration rights in existence as of the 1933 Act, any of its securitiesdate hereof (to the extent piggyback registration rights are permitted by such registration rights) and other than pursuant to Section 2), it will shall give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares the Unitholders of its intention to do so register such Primary Units or Other Units at least 30 days before the initial filing of the Registration Statement related thereto and, on upon the written request of any Unitholders to include in such Holder given within twenty (20) days after receipt of any such notice registration Registrable Units (which request shall specify the Warrant Shares intended number of Registrable Units proposed to be sold or disposed of by included in such Holder and describe registration), delivered to the nature Partnership within 15 business days after delivery of any proposed sale or other disposition thereof)such notice by the Partnership, the Company will Partnership shall use its reasonable best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, Registrable Units to be included in such registration statement proposed to be filed by on the Companysame terms and conditions as the units otherwise being sold in such registration; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter advises the Partnership that the inclusion of all Registrable Units requested to be included in such registration would interfere with the successful marketing (including pricing) of the Primary Units or Other Units proposed offering (which opinion shall to be in writing and delivered to registered by the Holders) can be accommodated without adversely affecting the proposed offeringPartnership, then the amount number of Warrant Shares Primary Units, Registrable Units and Other Units proposed to be offered by included in such Holders for registrationregistration shall be, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holdersmanaging underwriter, more than six excluded from the offering or reduced (6"cutback") months following pro rata among the holders of Registrable Shares and Other Shares, based upon the number of units requested by holders thereof to be registered in such offering; provided, further, that if, at any time after giving written notice of its intention to register any Primary Units or Other Units and prior to the effective date thereofof the Registration Statement filed in connection with such registration, the Partnership shall determine for any reason either not to register or to delay registration of such units, the Partnership may, at its election, give written notice of such determination to each holder of Registrable Units and, thereupon (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Units in connection with such registration (but not from its obligation to pay the expenses of such registration), without prejudice, however, to the rights of any holder or holders of Registrable Units entitled to do so to request that such registration be effected as a Registration Statement pursuant to Section 2 or Section 4 of this Agreement, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Units, for the same period as the delay in registering such Primary Units and/or Other Units. No registration effected pursuant to this Section 3 shall relieve the Partnership of its obligation to effect any registration upon request under Section 2 or Section 4, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2 or Section 4. The Partnership will pay all expenses of registration in connection with each registration pursuant to this Section 3.

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register under (including for this purpose a registration effected by the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms theretoCompany for stockholders other than Holders of Registrable Securities) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiesCommon Stock under the Securities Act in connection with the public offering of such Common Stock for cash (other than a registration on Form S-8 (or similar or successor form) relating 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), it will or a registration on Form S-4 (or similar or successor form), the Company shall, at such time, promptly give each Holder written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on such registration. Upon the written request of any such each Holder given within twenty (20) days after receipt mailing of any such notice (which request shall specify by the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof)Company in accordance with Section 18, the Company will shall, subject to the provisions of Section 9, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Warrant SharesHolder has requested to be registered. Notwithstanding any other provision of this Section 3, if the underwriter advises the Company that marketing factors require a limitation 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 Registrable Securities that may be included in the underwriting shall be allocated as follows: (i) first, all authorized but unissued shares of Common Stock the Company proposes to include in the registration; and (ii) second, among the Holders of which shall Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of Registrable Securities (on an as-converted basis) requested the registration or qualification thereof, to be included in such registration statement proposed to be filed by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration. The Company shall have no obligation under this Section 3 to make any offering of its securities, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwritercomplete an offering of its securities that it proposes to make. With respect to each inclusion A registration of securities in a registration statement Registrable Securities pursuant to this Section 9(a), the selling Holders 3 shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofcounted as an Investor Request under Section 2.

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven six (76) years from the date of this Warrant, proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiesequity securities or debt with equity features, it will give written notice to all Holders of this Warrant, of any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and of any Warrant Shares Shares, of its intention to do so and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such registration statement proposed to be filed by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount number of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ ' shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six nine (69) months following the effective date thereof.

Piggyback Registration. (a) If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from following the date of this Warrant, Closing Date proposes to register under file a registration statement or conduct a securities offering, including an Underwritten Block Trade, off an already filed Shelf Registration Statement using a prospectus supplement (such registration statement or prospectus supplement, a “Primary Registration Statement”) for the 1933 Act primary sale of any equity securities of the Company (except by a with respect to registration statements on Form S-4 X-0, Xxxx X-0 or Form S-8 Registration Statement or any successor forms thereto) or qualify another form not available for a public distribution under Section 3(b) of registering the 1933 Act, any of its securitiesRegistrable Securities for sale to the public), it will give prompt written notice thereof to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares the Shareholder of its intention to do so (such notice to be given not less than five (5) Business Days (or, in the case of Underwritten Block Trades, three (3) Business Days) prior to the anticipated filing date of the Primary Registration Statement). The Shareholder, to the extent it still holds any Registrable Securities, shall within five (5) Business Days (or, in the case of Underwritten Block Trades, three (3) Business Days) of receipt of such notice indicate to the Company if it wishes to participate in the offering contemplated by the Primary Registration Statement and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof)if so, the number of Registrable Securities it wishes to offer and sell. The Company will use its best commercially reasonable efforts to cause the Registrable Securities as to which inclusion shall have been so requested to be included in the Primary Registration Statement. The Shareholder shall be entitled to sell the Registrable Securities included in a Primary Registration Statement in accordance with the method of distribution requested by it; provided that, if the Primary Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Shareholder must sell all Registrable Securities included on the Primary Registration Statement in such Warrant Sharesunderwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In the event that an Underwriter Cutback is required in the view of the managing underwriter, then the securities of the Company to be included in such underwritten offering will be based on the following priority: (x) first, the Holders number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, in addition to the securities of the Company included pursuant to the preceding clause (x), (A) for the first two (2) years following the date of this Agreement, the number of Registrable Securities requested to be included by the Shareholder, and (B) after the date that is two (2) years following the date of this Agreement, the number of the securities of the Company requested to be included by the Shareholder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Registrable Securities) may be sold), and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Registrable Securities of the Shareholder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y)(B) shall have be allocated pro rata among the participating Persons, including the Shareholder, on the basis of the number of securities, including Registrable Securities, requested the registration or qualification thereof, to be included in such registration statement proposed by such Persons. The Company may withdraw a Primary Registration Statement prior to be filed by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered its being declared effective without incurring any liability to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, Shareholder and shall not be included or shall be proportionately reduced required to keep a number deemed satisfactory Primary Registration Statement effective for longer than the period contemplated by the managing underwriterintended manner of distribution for the securities of the Company to be sold by the Company as described in the Prospectus included in the Primary Registration Statement. With The Shareholder may, at least two (2) Business Days prior to the effective date of a Primary Registration Statement or the filing of any prospectus supplement with respect to each inclusion any particular underwritten offering, as applicable, withdraw any Registrable Securities that it had sought to have included therein, without any liability to the Company or requirement to reimburse for any out-of-pocket expenses of securities in a the Company. No registration statement of Registrable Securities pursuant to this Section 9(a), the selling Holders 2.2 shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and relieve the Company shall pay all other costs and expenses of the registration, including but not limited its obligations to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities effect registrations pursuant to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofSection 2.1.

Piggyback Registration. If the Company If, at any time within two while the Purchaser ----------------------- shall hold shares of Common Stock, the Company proposes to file a registration statement relating to the offering of any of its capital stock under the Securities Act (2other than (i) years after complete exercise a registration statement required to be filed in respect of this Warrantemployee benefit plans of the Company on Form S-8 or any similar form from time to time in effect, but no (ii) any registration statement on Form S-4 or similar successor form, or (iii) a registration statement relating to a transaction pursuant to Rule 145 of the Securities Act), whether or not for sale for its own account, the Company shall, at least twenty-one days (or if such twenty-one day period is not practicable, then a reasonable shorter period which shall not be less than seven days) prior to such filing, give written notice of such proposed filing to the Purchaser. Upon receipt by the Company not more than seven days (7unless the notice given to the Purchaser pursuant to the previous sentence is less than ten days, in which case such seven-day period shall be shortened to five days) years after such notice of a written request from the date Purchaser for registration of this WarrantPurchaser's Stock (as hereinafter defined), proposes to register under (i) the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 ActCompany shall, any of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant subject to Section 2 and/or Section 3(a) hereof6.3, include such Purchaser's Stock in such registration statement, and any Warrant Shares of its intention to do so and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof), the Company will use its best all reasonable efforts to cause all such Warrant Sharesregistration statement to become effective with respect to such Purchaser's Stock, unless the Holders managing underwriter therefor concludes in its reasonable judgment that the number of which shall have securities requested the registration or qualification thereof, to be included in such registration statement exceeds the number which can reasonably be sold in (or during the time of) such offering, in which case the Company may (i) include all securities initially proposed by the Company to be filed by the Company; provided, however, that if a greater number of Warrant Shares is offered sold for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering its own account and (which opinion shall be in writing and delivered to the Holdersii) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as decrease the number of securities shares of Purchaser's Stock and any other selling shareholders participating in the registration, shall not be securities (other than securities included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion virtue of securities in a registration statement pursuant to this Section 9(aclause (i) above), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiessecurities for sale to the public (except with respect to registration statements on Form F-4, or S-8 or another form not available for registering the Registrable Securities for sale to the public or such similar registration statements in any other jurisdictions), each such time it will give written notice at the applicable address of record to all Holders each holder of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares Registrable Securities of its intention to do so and, on so. Upon the written request of any of such Holder holders of the Registrable Securities, given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature Person of any proposed sale or other disposition thereof)such notice, the Company will will, subject to the limits contained in this Section 2, use its best commercially reasonable efforts to cause all such Warrant Shares, the Holders Registrable Securities of which shall have requested the registration or qualification thereof, said requesting holders to be included in registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such registration statement proposed to be filed by the Companysale or other disposition of said Registrable Securities; provided, however, that if a greater number of Warrant Shares the Company is offered for participation advised in the proposed offering than writing in the reasonable opinion of the good faith by any managing underwriter of the proposed Company’s securities being offered in a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Shareholders”) is greater than the amount which opinion shall be in writing and delivered to the Holders) can be accommodated offered without adversely affecting the proposed offering, then the Company may reduce the amount offered for the accounts of Warrant Shares proposed to be offered by Selling Shareholders (including such Holders for registration, as well as the number holders of securities shares of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced Registrable Securities) to a number deemed satisfactory by the such managing underwriter. With respect to each inclusion ; and provided further, that (a) in no event shall the amount of Registrable Securities of selling Shareholders be reduced below thirty percent (30%) of the total amount of securities included in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees such offering; and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of (b) any jurisdictions in which the securities Registrable Securities to be offered are excluded shall be excluded pro rata based on the Registrable Securities sought to be registered or qualified. The Company need not maintain included by the effectiveness of any Shareholders holding such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofRegistrable Securities.

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register file a Registration Statement under the 1933 Securities Act with respect to an offering of Company Common Stock for (except by a) the Company’s own account (other than (i) a Registration Statement on Form S-4 or Form S-8 (or any substitute form that may be adopted by the SEC) or (ii) a Registration Statement or any successor forms theretofiled in connection with an offering of securities solely to the Company’s existing security holders) or qualify for (b) the account of any holder of Company Common Stock (other than Stockholder) pursuant to a public distribution under Section 3(b) of demand registration requested by such holder, then the 1933 Act, any of its securities, it Company will give written notice of such proposed filing to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereofStockholder as soon as practicable (but in no event less than 20 days before the anticipated filing date), and any Warrant Shares of its intention to do so and, on upon the written request of any such Holder request, given within twenty (20) 10 days after receipt delivery of any such notice by the Company, of Stockholder to include Registrable Securities in such registration (which request shall specify the Warrant Shares intended to be sold or disposed number of by such Holder and describe the nature of any Registrable Securities proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such registration statement proposed registration), the Company will, subject to be filed by Section 3.03, include all such Registrable Securities in such registration, on the same terms and conditions as the Company’s or such holder’s Company Common Stock (a “Piggyback Registration”); provided, however, that if a greater number if, at any time after giving written notice of Warrant Shares is offered such proposed filing and prior to the business day prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for participation in any reason not to proceed with the proposed offering than in the reasonable opinion registration of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offeringsecurities, then the amount Company may, at its election, give written notice of Warrant Shares proposed such determination to Stockholder and, thereupon, will be offered by relieved of its obligation to register any Registrable Securities in connection with such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain will control the effectiveness determination of the form of any offering contemplated by this Section 3.02, including whether any such registrationoffering will be in the form of an Underwritten Offering and, qualificationif any such offering is in the form of an Underwritten Offering, notification or approval, whether or not at (i) the request of Company will select the Holders, more than six lead Underwriter and any additional Underwriters in connection with such offering and (6ii) months following Stockholder’s right to participate shall be conditioned on Stockholder entering into an underwriting agreement in customary form and acting in accordance with the effective date provisions thereof.

Piggyback Registration. If Without limiting any obligation of the Company at any time within two hereunder, if (2i) years after complete exercise there is not an effective Registration Statement covering all of this Warrantthe Registrable Securities, but no more than seven if the Prospectus contained therein is not available for use, and if Rule 144 is not available with respect to the Registrable Securities, and (7ii) years from the date Company shall determine to prepare and file with the Commission a registration statement or offering statement relating to an offering for its own account or the account of this Warrant, proposes to register others under the 1933 Act of any of its equity securities (except by a other than on Form S-4 or Form S-8 Registration Statement or any successor forms thereto(each as promulgated under the 0000 Xxx) or qualify for their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business (or a public distribution business combination subject to Rule 145 under Section 3(bthe 0000 Xxx) or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), or a dividend reinvestment or similar plan or rights offering), then the Company shall deliver to each Holder a written notice of such determination and, if within 10 days after the date of the 1933 Actdelivery of such notice, any of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which shall so request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof)in writing, the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included include in such registration statement proposed or offering statement all or any part of such Registrable Securities that such Holder requests to be filed by the Companyregistered; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, Company shall not be included or shall be proportionately reduced required to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement register any Registrable Securities pursuant to this Section 9(a)2(d) or that the Holders have requested to register pursuant to Section 2(b) that are the subject of a then-effective Registration Statement; provided, the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holdersfurther, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and that the Company shall pay all other costs and expenses not be required to include any Registrable Securities which an underwriter advises the Company will materially adversely affect the price, timing or distribution of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for securities in such offering or the Company, ’s ability to sell all internal expenses, and legal fees and disbursements and other expenses of complying with state the securities laws of any jurisdictions in which the securities Company intended to be offered are to be registered or qualifiedsell. The Company need not maintain may postpone or withdraw the filing or the effectiveness of a piggyback registration pursuant to this Section 2(d) at any such registration, qualification, notification time in its sole discretion. The Company shall not grant piggyback registration rights to any holders of its Common Stock or approval, whether securities that are convertible into or not at exchangeable or exercisable for its Common Stock that are senior to the request rights of the Holders, more than six (6) months following the effective date thereofHolders set forth in this Section 2(d).

Piggyback Registration. If the Company If, at any time within two commencing after the effective date of the Registration Statement and expiring five (25) years after complete exercise of this Warrantthereafter, but no more than seven (7) years from the date of this Warrant, Company proposes to register any of its securities under the 1933 Act (except by other than in connection with a merger or pursuant to Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities, form thereto it will give written notice by registered mail, at least thirty (30) days prior to all the filing of each such registration statement, to the Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any the Warrant Shares of its intention to do so and, on so. If any of the written request Holders of any such Holder given the Warrant Shares notify the Company within twenty (20) days after receipt mailing of any such notice (which request of its or their desire to include any such securities in such proposed registration statement, the Company shall specify afford such Holders of the Warrant Shares intended the opportunity to be sold or disposed of by have any such Holder and describe Warrant Shares registered under such registration statement. In the nature of any proposed sale or other disposition thereof), event that the managing underwriter for said offering advises the Company will use its best efforts to cause all such Warrant Shares, in writing that in their opinion the Holders number of which shall have securities requested the registration or qualification thereof, to be included in such registration statement proposed to exceeds the number which can be filed by the Company; provided, however, that if sold in such offering without causing a greater number of Warrant Shares is offered for participation diminution in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without price or otherwise adversely affecting the proposed offering, then the amount of Warrant Shares proposed Company will include in such registration (a) first, the securities the Company proposes to be offered sell, (b) second, the Securities held by such Holders Motor Wheel Corporation subject to a Shareholder Agreement dated October 31, 1996, (c) third, the securities held by the entities that made the demand for registration, as well as (d) fourth, the Representative's Warrants and/or Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Representative's Warrants and/or Warrant Shares on the basis of the number of Representative's Warrants and/or Warrant Shares requested to be registered by such Holders, and (e) fifth, other securities of any other selling shareholders participating in the registration, shall not requested to be included or in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall be proportionately reduced to a number deemed satisfactory by have the managing underwriter. With respect to each inclusion of securities in a registration statement right at any time after it shall have given written notice pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements 9.2 (irrespective of special counsel and accountants whether a written request for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness inclusion of any such registration, qualification, notification securities shall have been made) to elect not to file any such proposed registration statement or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof.

Piggyback Registration. If In the event the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes shall determine in its sole discretion to register under with the 1933 Commission for sale any Common Stock, for its own account or for the account of others, other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act (except by Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) similar event, the Company shall promptly give to the holders of the 1933 Act, any of its securities, it will give Registrable Securities written notice thereof (and in no event shall such notice be given less than ten (10) calendar days prior to all Holders the filing of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereofsuch registration statement), and any Warrant Shares shall, include all of its intention to do so and, on the Registrable Securities specified in a written request of any such delivered by the Holder given thereof within twenty five (205) calendar days after receipt of any such written notice (which request shall specify from the Warrant Shares intended Company. The Company may, without the consent of the Holders, withdraw such registration statement prior to its becoming effective if the Company or such other stockholders have elected to abandon the proposal to register the securities proposed to be sold registered thereby. Notwithstanding the foregoing, if such registration undertaken by the Company is in connection with an underwritten public offering, and the underwriter in such public offering reasonably determines that inclusion of all of the Registrable Securities in such registration would be detrimental to the successful completion of the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or disposed none of by the Registrable Securities of the Holders, then (x) the number of Registrable Securities of the Holders included in such Holder and describe registration statement shall be reduced pro-rata among such Holders (based upon the nature number of any proposed sale or other disposition thereofRegistrable Securities requested to be included in the registration), if the Company will use its best efforts to cause all such Warrant Sharesafter consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Holders of which shall have requested the registration or qualification thereof, to be included in such registration statement proposed to be filed by statement, if the CompanyCompany 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 Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed Registrable Securities intended to be offered by the Holders than the fraction of similar reductions imposed on such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included persons or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all entities (other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for than the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof).

Piggyback Registration. If the Company If, at any time within two (2time(s) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warranthereof, proposes Seller shall determine to register for its own account or the account of any other(s) under the 1933 Securities Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its equity securities, it will give shall send to Buyer (or its successor in interest) written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so such determination and, on the written request of any such Holder given if within twenty (20) days after receipt of any such notice notice, Buyer (which or its successor in interest or transferee) shall so request in writing, Seller shall specify include in such registration statement all of the Conversion Shares or Warrant Shares intended (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be sold registered. Notwithstanding the foregoing, in the event that any registration shall be, in whole or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof)in part, an underwritten offering, the Company will use its best efforts to cause all such Warrant Shares, the Holders number of which shall have requested the registration or qualification thereof, registrable securities to be included in such registration statement proposed an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be filed registered by each of them) if and to the Company; provided, however, extent that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter shall be of the proposed offering good faith opinion (which opinion shall be expressed in writing and delivered to writing) that such inclusion would reduce the Holders) can be accommodated without adversely affecting the proposed offering, then the amount number of Warrant Shares proposed registrable securities to be offered by Seller or otherwise adversely affect such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or offering. Nothing herein shall be proportionately reduced construed so as to a number deemed satisfactory by require Seller, in connection with any proposed offering, to engage the managing services of an underwriter. With respect to each inclusion of securities in , as, for example, if Seller shall file a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses under Rule 415 of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for Securities Act without the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws services or engagement of any jurisdictions in which the underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness issued solely in connection with an acquisition of any such registration, qualification, notification entity or approval, whether business or not at the request of the Holders, more than six (6) months following the effective date thereofsecurities issuable in connection with a stock option or other employee benefit plan.

Piggyback Registration. (a) If the Company ActivCard at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes for any reason to register Ordinary Shares under the 1933 Securities Act (except other than a registration relating to the initial public offering of Ordinary Shares by Activcard (including Ordinary Shares in the form of American Depositary Shares) in the United States, a registration relating solely to employee benefit plans, or a registration on registration statement Form S-4 X-0, Xxxx X-0 or Form S-8 Registration Statement any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, in each case, promulgated under the Securities Act or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities), it will shall give written notice to all Holders the holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Registrable Shares of its intention to do so and, on register such Ordinary Shares at least 30 days before the initial filing of such registration statement. Upon the written request of any the holders of Registrable Shares to include Registrable Shares in such Holder given within twenty (20) days after receipt of any such notice registration (which request (i) must be delivered to ActivCard within 15 days after delivery by ActivCard of any notice pursuant to this Section 3(a), (ii) shall specify the Warrant number of Registrable Shares intended proposed to be sold or disposed included in such registration and (iii) shall state that such holders of by Registrable Shares desire to sell such Holder and describe Registrable Shares in the nature of any proposed sale or other disposition thereofpublic securities markets), the Company will ActivCard shall use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, Registrable Shares to be included in such registration statement proposed to be filed by on the Companysame terms and conditions as the securities otherwise being sold in such registration; providedPROVIDED, howeverHOWEVER, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter advises ActivCard that the inclusion of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant all Registrable Shares proposed to be offered included in such registration would interfere with the successful marketing (including pricing) of the Primary Shares or Other Shares proposed to be registered by such Holders for registrationActivCard, as well as then the number of securities of any other selling shareholders participating Primary Shares, Registrable Shares and/or Other Shares proposed to be included in such registration shall be included in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.order:

Piggyback Registration. If the Company at any time within two during the Registration Period (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrantdefined below), proposes to register any of its Common Stock under the 1933 Securities Act of 1933, as amended (except by a the "Act") on Forms X-0, X-0, X-0 or SB-1, or SB-2 (but not Form S-4 or Form S-8 Registration Statement or any successor forms theretoother comparable form) or qualify for a public distribution under Section 3(b) of the 1933 Act, on any of its securitiesother form upon which may be registered Common Stock, it will at each such time give prompt written notice prior to all Holders the filing of this Warrant, any Warrants issued pursuant the registration statement to Section 2 and/or Section 3(a) hereof, and any Warrant Shares Holder of its intention so to do so and, on do. Such notice shall specify the proposed date of the filing of the registration statement and advise Holder of its right to participate therein. Upon the written request of any such Holder given within twenty (20) days after receipt prior to the proposed date of any filing set forth in such notice (notice, the Company will cause each Warrant Share which request shall specify the Warrant Shares intended Company has been requested to register by Holder to be sold or disposed of by such Holder and describe registered under the nature of any proposed Act, all to the extent requisite to permit the sale or other disposition by Holder of the Warrant Shares so registered. The term "Registration Period" shall mean the period commencing on the date hereof and ending on the date on which the Warrant Shares may be immediately sold to the public without registration or restriction (including, without limitation, as to volume by the holder thereof), under the Act. If, in the written opinion of the underwriter or underwriters managing the public offering which is the subject of a registration pursuant to this Section 8(a) (or in the event that such distribution shall not be underwritten, in the written opinion of an investment banking firm of recognized standing), the total amount of shares of Common Stock to be so registered, when added to the total amount of Warrant Shares which the Holder and all other Warrantholders have requested to be registered pursuant to this Section 8(a), will exceed the maximum amount of Common Stock of the Company will use its best efforts which can be marketed: (i) at a price reasonably related to cause all such Warrant Sharestheir then current market value; or (ii) without otherwise materially and adversely affecting the entire offering, then the Holders of which Company shall have requested the right to exclude from such registration or qualification thereof, such number of Warrant Shares of Holder and the other Warrantholders which it would otherwise be required to register pursuant to this Section 8(a) as is necessary to reduce the total amount of shares of Common Stock of the Company to be included in such registration statement proposed so registered to the maximum amount of shares of Common Stock which can be filed by the Companyso marketed; provided, however, that if a greater the total amount of shares of Common Stock which can be sold is less than the number of Warrant Shares is offered for participation requested by Holder and the other Warrantholders to be included in the proposed offering than registration together with the number of other shares of Common Stock duly requested to be registered by any affiliates of the Company and other selling security holders included in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered registration statement who are subject to the Holders) can be accommodated without adversely affecting the proposed offeringcontractual cut-back agreements, then the amount number of Warrant Shares proposed shares of Common Stock to be offered excluded from such registration shall be allocated among Holder, and such other Warrantholders, affiliates and selling security holders in proportion to the respective number of shares of Common Stock held of record by each of them. In such Holders for registrationevent, as well as the Company shall give Holder prompt written notice of the number of securities shares of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a Holder's Warrant Shares excluded from such registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holdersmanaging underwriter. No such exclusion shall reduce the securities being offered by the Company for its own account to be included in such registration statement. The Company may, more than six (6) months following in its sole discretion and without the effective date thereofconsent of Holder, at any time after it shall have given written notice to Holder in accordance with this Warrant, delay the filing or effectiveness of the registration statement or withdraw such registration statement and abandon the proposed offering in which Holder had requested to participate; provided, however, that such delay, withdrawal and/or abandonment is with respect to all securities under such registration, and provided further, that any delay, withdrawal and/or abandonment shall not preclude or otherwise prejudice subsequent requests for registration pursuant to this Section 8. Holder will cooperate with the Company in all material respects in connection with this Agreement, including, without limitation, timely supplying all information reasonably requested by the Company and executing and returning all documents reasonably requested in connection with the registration and sale of the Warrant Shares. In connection with each registration covering an underwritten public offering, the Company and Holder agree to enter into a written agreement with the managing underwriter containing such provisions as are customary in the securities business for such an arrangement between an underwriter and companies of the Company's size and investment stature.

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, Company proposes for any reason to register Primary Shares or Other Shares under the 1933 Securities Act (except by a other than on Form S-4 or Form S-8 Registration Statement promulgated under the Securities Act or any successor forms thereto) or qualify for a public distribution under Section 3(b) including, without limitation, any registration pursuant to the exercise of the 1933 Actdemand registration rights of any Person other than a Holder, on any form that would also permit the registration of its securitiesRegistrable Shares, it will or (to the extent inclusion of Registrable Shares is permitted by applicable laws, rules and regulations) to offer Primary Shares or Other Shares pursuant to a “shelf take-down,” the Company shall promptly give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares each Holder of its intention to do so register or offer the Primary Shares or Other Shares and, on upon the written request of any such Holder request, given within twenty (20) 15 days after receipt delivery of any such notice by the Company, of any Holder to include in such registration Registrable Shares held by such Holder (which request shall specify the Warrant number of Registrable Shares intended proposed to be sold included in such registration or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereofoffering), the Company will shall use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, Registrable Shares to be included in such registration statement proposed to be filed by or offering on the Companysame terms and conditions as the securities otherwise being sold in such registration or offering; provided, however, that if a greater number at any time after giving written notice of Warrant Shares is offered its intention to register or offer any securities, and prior to the effective date of the registration statement or filing of the preliminary prospectus supplement filed in connection with such registration or offering, as the case may be, the Company shall determine for participation in any reason not to proceed with the proposed registration or offering than of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and, thereupon, shall be relieved of its obligation to register or offer any Registrable Shares in the reasonable opinion of connection with such registration or offering; provided further, however, that if the managing underwriter advises the Company that the inclusion of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant all Registrable Shares or Other Shares proposed to be offered by included in such Holders for registration, as well as registration or offering would interfere with the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses successful marketing (including pricing) of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are Primary Shares or Other Shares proposed to be registered or qualified. The Company need not maintain offered by the effectiveness Company, then the number of any Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration, qualification, notification registration or approval, whether or not at offering shall be included in the request of the Holders, more than six (6) months following the effective date thereof.order:

Piggyback Registration. If the Company at any time within two (2) during the five-year period commencing on the Effective Date and ending five years after complete exercise of this Warranthence, but no more than seven (7) years from the date of this Warrant, proposes Company shall determine to register for its own account or the account of others under the 1933 Act (except by a any of its equity securities, other than on Form S-4 or Form S-8 Registration Statement or their then equivalents relating to equity securities to be issued solely in connection with any successor forms theretoacquisition of any entity or business, or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each Holder of Warrants or Shares, who is entitled to registration rights under this Section 14(a) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so such determination and, on the written request of any such Holder given if within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by notice, such Holder and describe the nature of any proposed sale or other disposition thereofshall so request in writing (hereafter a "Selling Holder"), the Company will use its best efforts to cause shall include in such Registration Statement all or any part of the Shares issuable upon exercise of the Warrants (the "Registrable Securities") such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, Selling Holder requests to be included registered. The obligations of the Company under this Section 14(a) may be waived by Holders holding a majority in such registration statement proposed to be filed by interest of the Company; provided, however, Registrable Securities. In the event that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of for said offering advises the proposed offering (which opinion shall be Company in writing and delivered that the inclusion of such Registrable Securities in the offering would be materially detrimental to the Holders) can be accommodated without adversely affecting the proposed offering, then the Company shall be required to include in the offering only that number of Registrable Securities which the managing underwriter determines in its sole discretion will not jeopardize the success of the offering (the Registrable Securities so included to be apportioned pro rata among all Selling Holders according to the total amount of Warrant Shares proposed Registrable Securities entitled to be offered included therein owned by each selling holder or in such other proportions as shall mutually be agreed to by such Holders for registrationselling holders); PROVIDED HOWEVER, as well as that in no event shall any Holder of Registrable Securities have the number of shares of such securities reduced in such offer unless and until any holders of any other non-Registrable Securities intending to participate in such offering (which selling shareholders participating holders' registration rights, if any, were granted by the Company from and after the date hereof) first shall have had the number of their shares of such securities reduced up to the amount of securities the managing underwriter has determined in the registration, shall not be included or its sole discretion shall be proportionately reduced to excluded from the offering; and PROVIDED FURTHER, that in no event shall any Shares being sold by a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities Holder properly exercising a demand registration granted in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to 14(b) be offered are to be registered or qualified. The Company need not maintain the effectiveness of any excluded from such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofoffering.

Piggyback Registration. If the Company If, at any time within two (2) during the seven years after complete exercise of this Warrant, but no more than seven (7) years from following the date of this WarrantAgreement, the Company proposes to register under prepare and file any new registration statement or post-effective amendments thereto covering equity or debt securities of the 1933 Act Company, or any such securities of the Company held by its shareholders (except by other than pursuant to a Form S-4 or pursuant to a Form S-8 or comparable forms) (for purposes of this Article 7, collectively, a "Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiesStatement"), it will will, with respect to each such registration statement and amendment, give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so andby registered mail ("Notice"), on at least thirty (30) days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of any such Holder given a holder (a "Requesting Holder"), made within twenty (20) days after receipt of the Notice, that the Company include any such notice (which request shall specify of the Warrant Shares intended to be sold or disposed of by such Holder and describe Requesting Holder's Registrable Securities in the nature of any proposed sale or other disposition thereof)Registration Statement, the Company will shall, as to each such Requesting Holder, use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or qualification thereofexpense to the Requesting Holders (other than underwriting discounts and commissions applicable to the sale of such Registrable Securities and the fees and disbursements, if any, of counsel or any advisor to the Requesting Holders), provided that, if such Registration Statement relates to an underwritten public offering and the managing underwriter advises the Company and the Requesting Holders that the number of Registrable Securities which can be included in such registration statement proposed offering must be limited, priority will be given to be filed by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares any securities proposed to be offered and sold by such the Company, and, thereafter, the Requesting Holders for registration, as well as will agree to reduce the number of securities of Registrable Securities included in such Registration Statement on a pro rata basis with any other selling shareholders participating in security holder on whose behalf other securities of the registration, shall not Company may be included or therein for registration. Notwithstanding the provisions of this Section 7.3, the Company shall be proportionately reduced to a number deemed satisfactory by have the managing underwriter. With respect to each inclusion of securities in a registration statement right at any time after it shall have given written notice pursuant to this Section 9(a), the selling Holders 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable have already been made) to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but elect not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of file any such registrationproposed Registration Statement, qualification, notification or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof.

Piggyback Registration. (a) If the Company at any time proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including pursuant to Section 2.2), other than an Exempted Registration Statement, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty (20) days (or, in the case of a Block Trade, five (5) Business Days) before the anticipated filing date of such Registration Statement, which notice shall (i) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) such Holders’ rights under this Section 2.4 and (iii) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within ten (10) days after receipt of such written notice (or in the case of a Block Trade, within two (2) years after complete exercise of this WarrantBusiness Days) (such Registration a “Piggyback Registration”). The Company shall, but no more than seven (7) years from in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the date of this Warrant, proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, foregoing sentence to be included in such registration statement Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to be filed permit the Registrable Securities requested by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a2.4(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.4(a), subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the selling Holders shall pay the fees and disbursements of special counsel and accountants Underwriter(s) selected for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and such Underwritten Offering by the Company shall pay all other costs and expenses of or Company stockholder(s) for whose account the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities Registration Statement is to be offered are filed. For purposes of this Section 2.4, the filing by the Company of an automatic shelf registration statement for offerings pursuant to be registered or qualified. The Company need Rule 415(a) that omits information with respect to any specific offering pursuant to Rule 430B shall not maintain the effectiveness of trigger any such registration, qualification, notification or approval, whether participation rights hereunder until such time as the Company amends or not at supplements such Registration Statement to include information with respect to a specific offering of Securities (and such amendment or supplement shall trigger the request of the Holders, more than six (6) months following the effective date thereofnotice and participation rights provided for in this Section 2.4).

Piggyback Registration. If the Company If, at any time within two commencing after the effective date of the Registration Statement and expiring five (25) years after complete exercise of this Warrantthereafter, but no more than seven (7) years from the date of this Warrant, Company proposes to register any of its securities under the 1933 Act (except by other than in connection with a merger or pursuant to Form S-4 or Form S-8 Registration Statement or any successor forms form thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities, it will give written notice by registered mail, at least thirty (30) days prior to all the filing of each such registration statement, to the Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any the Warrant Shares of its intention to do so and, on so. If any of the written request Holders of any such Holder given the Warrant Shares notify the Company within twenty (20) days after receipt mailing of any such notice (which request of its or their desire to include any such securities in such proposed registration statement, the Company shall specify afford such Holders of the Warrant Shares intended the opportunity to be sold or disposed of by have any such Holder and describe Warrant Shares registered under such registration statement. In the nature of any proposed sale or other disposition thereof), event that the managing underwriter for said offering advises the Company will use in writing that in its best efforts to cause all such Warrant Shares, opinion the Holders number of which shall have securities requested the registration or qualification thereof, to be included in such registration statement proposed exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be filed by included in such registration which in the Company; providedopinion of such underwriter can be sold, however, that if a greater number pro rata among the Holders of Warrant Shares is offered for participation in on the proposed offering than in the reasonable opinion basis of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of Representatives' Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities of any other selling shareholders participating in the registration, shall not requested to be included or in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall be proportionately reduced to a number deemed satisfactory by have the managing underwriter. With respect to each inclusion of securities in a registration statement right at any time after it shall have given written notice pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements 9.2 (irrespective of special counsel and accountants whether a written request for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness inclusion of any such registration, qualification, notification securities shall have been made) to elect not to file any such proposed registration statement or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof.

Piggyback Registration. (a) If the Company at Corporation proposes for any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes reason to register Primary Shares, Additional Registrable Shares or Other Shares under the 1933 Securities Act after the closing of an initial Public Offering of Common Stock (except by a other than on Form S-4 or Form S-8 Registration Statement promulgated under the Securities Act or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities), it will shall give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares the PM Securityholders of its intention to do so register such Primary Shares, Additional Registrable Shares or Other Shares at least 20 days before the initial filing of the registration statement for such Primary Shares, Additional Registrable Shares or Other Shares and, on upon the written request request, delivered to the Corporation within 10 days after delivery of any such Holder given within twenty (20) days after receipt written notice by the Corporation, of any PM Securityholder to include in such notice registration PM Registrable Shares (which written request shall specify the Warrant number of PM Registrable Shares intended proposed to be sold included in such registration) and shall state the request of such PM Securityholder to sell or disposed dispose of by such Holder and describe the nature of any proposed sale or other disposition thereofPM Registrable Shares), the Company will Corporation shall use its reasonable best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, PM Registrable Shares to be included in such registration statement proposed to be filed by on the Companysame terms and conditions as the Primary Shares, Additional Registrable Shares or Other Shares otherwise being sold or disposed of in such registration; provided, however, if the managing underwriter(s) advise the Corporation that if a greater number the inclusion of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion all or any portion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offeringPM Registrable Shares, then the amount of Warrant Primary Shares, Additional Registrable Shares and/or Other Shares proposed to be offered by included in such Holders for registrationregistration would interfere with the successful marketing (including pricing) of all or any portion of such securities, as well as then the number of securities of any other selling shareholders participating PM Registrable Shares, Primary Shares, Additional Registrable Shares and/or Other Shares proposed to be included in such registration shall be included in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.order:

Piggyback Registration. If the Company If, at any time within two commencing one (21) year after the Effective Date and expiring five (5) years after complete exercise of this Warrantthereafter, but no more than seven (7) years from the date of this Warrant, Company proposes to register any of its securities under the 1933 Act (except by other than in connection with a merger or pursuant to Form S-4 or Form S-8 Registration Statement or any successor forms form thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities, it will give written notice by registered mail, at least thirty (30) days prior to all the filing of each such registration statement, to the Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any the Warrant Shares of its intention to do so and, on so. If any of the written request Holders of any such Holder given the Warrant Shares notify the Company within twenty (20) days after receipt mailing of any such notice (which request of its or their desire to include any such securities in such proposed registration statement, the Company shall specify afford such Holders of the Warrant Shares intended the opportunity to be sold or disposed of by have any such Holder and describe Warrant Shares registered under such registration statement. In the nature of any proposed sale or other disposition thereof), event that the managing underwriter for said offering advises the Company will use in writing that in its best efforts to cause all such Warrant Shares, opinion the Holders number of which shall have securities requested the registration or qualification thereof, to be included in such registration statement proposed exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be filed by included in such registration which in the Company; providedopinion of such underwriter can be sold, however, that if a greater number pro rata among the Holders of Warrant Shares is offered for participation in on the proposed offering than in the reasonable opinion basis of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities of any other selling shareholders participating in the registration, shall not requested to be included or in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall be proportionately reduced to a number deemed satisfactory by have the managing underwriter. With respect to each inclusion of securities in a registration statement right at any time after it shall have given written notice pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements 9.2 (irrespective of special counsel and accountants whether a written request for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness inclusion of any such registration, qualification, notification securities shall have been made) to elect not to file any such proposed registration statement or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof.

Piggyback Registration. (a) If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register file a registration statement under the 1933 Securities Act with respect to an offering of Common Stock for its own account or for the account of another Person (except by other than a registration statement on Form S-4 or Form S-8 Registration Statement S-8, or, except as provided for in Section 2.03, pursuant to Rule 415 (or any successor forms thereto) substitute form or qualify for a public distribution under Section 3(b) of rule, respectively, that may be adopted by the 1933 ActCommission)), any of its securities, it will the Company shall give written notice of such proposed filing to all the Holders at the address set forth in the share register of this Warrantthe Company as soon as reasonably practicable (but in no event less than 15 days before the anticipated filing date), any Warrants issued pursuant undertaking to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention provide each Holder the opportunity to do so and, register on the written request same terms and conditions such number of any shares of Registrable Common Stock as such Holder given within twenty may request (20) a "Piggyback Registration"). Each Holder will have seven business days after receipt of any such notice to notify the Company as to whether it wishes to participate in a Piggyback Registration (which request notice shall specify the Warrant Shares intended not be deemed to be sold or disposed of by a request for a Demand Registration); provided that should a Holder fail to provide timely notice to the Company, such Holder and describe will forfeit any rights to participate in the nature Piggyback Registration with respect to such proposed offering. In the event that the registration statement is filed on behalf of any proposed sale or a Person other disposition thereof)than the Company, the Company will use its best efforts to cause all such Warrant Shares, have the shares of Registrable Common Stock that the Holders of which shall have requested wish to sell included in the registration statement. If the Company or qualification thereof, the Person for whose account such offering is being made shall determine in its sole discretion not to be included in such registration statement proposed register or to be filed by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting delay the proposed offering, then the amount Company may, at its election, provide written notice of Warrant Shares such determination to the Holders and (i) in the case of a determination not to effect the proposed offering, shall thereupon be relieved of the obligation to register such Registrable Common Stock in connection therewith, and (ii) in the case of a determination to delay a proposed offering, shall thereupon be offered by permitted to delay registering such Holders Registrable Common Stock for registration, as well the same period as the number delay in respect of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by proposed offering. As between the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), Company and the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of be entitled to select the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying Underwriters in connection with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofPiggyback Registration.

Piggyback Registration. (a) If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register file a registration statement under the 1933 Securities Act with respect to an offering of Common Stock for its own account or for the account of another Person (except by other than a registration statement on Form S-4 or Form S-8 Registration Statement (or any successor forms thereto) substitute form or qualify for a public distribution under Section 3(b) of rule, respectively, that may be adopted by the 1933 ActCommission)), any of its securities, it will the Company shall give written notice of such proposed filing to all the Holders at the address set forth in the share register of this Warrantthe Company as soon as reasonably practicable (but in no event less than 15 days before the anticipated filing date), any Warrants issued pursuant undertaking to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention provide each Holder the opportunity to do so and, register on the written request same terms and conditions such number of any shares of Registrable Securities as such Holder given within twenty may request (20) a "Piggyback Registration"). Each Holder will have seven business days after receipt of any such notice to notify the Company as to whether it wishes to participate in a Piggyback Registration (which request notice shall specify the Warrant Shares intended not be deemed to be sold or disposed of by a request for a Demand Registration); provided that should a Holder fail to provide timely notice to the Company, such Holder and describe will forfeit any rights to participate in the nature Piggyback Registration with respect to such proposed offering other than as described in Section 2.01(a)(iii). In the event that the registration statement is filed on behalf of any proposed sale or a Person other disposition thereof)than the Company, the Company will use its best efforts to cause all such Warrant Shares, have the shares of Registrable Securities that the Holders of which shall have requested wish to sell included in the registration statement. If the Company or qualification thereof, the Person for whose account such offering is being made shall determine in its sole discretion not to be included in such registration statement proposed register or to be filed by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting delay the proposed offering, then the amount Company may, at its election, provide written notice of Warrant Shares such determination to the Holders and (i) in the case of a determination not to effect the proposed offering, shall thereupon be relieved of the obligation to register such Registrable Securities in connection therewith, and (ii) in the case of a determination to delay a proposed offering, shall thereupon be offered by permitted to delay registering such Holders Registrable Securities for registration, as well the same period as the number delay in respect of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by proposed offering. As between the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), Company and the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of be entitled to select the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying Underwriters in connection with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofPiggyback Registration.

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiessecurities under the Securities Act for sale to the public (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice at the applicable address of record to all Holders each holder of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares Registrable Securities of its intention to do so and, on so. Upon the written request of any of such Holder holders, given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature Person of any proposed sale or other disposition thereof)such notice, the Company will will, subject to the limits contained in this Section 3, use its best reasonable efforts to cause all such Warrant Shares, the Holders Registrable Securities of which shall have requested the registration or qualification thereof, said requesting holders to be included in registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such registration statement proposed to be filed by the Companysale or other disposition of said Registrable Securities; provided, however, that if a greater number of Warrant Shares the Company is offered for participation advised in the proposed offering than in the reasonable opinion of the writing by any managing underwriter of the proposed Company's securities being offered in a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, "Selling Stockholders") is greater than the amount which opinion shall be in writing and delivered to the Holders) can be accommodated offered without adversely affecting the proposed offering, then the Company may reduce the amount offered for the accounts of Warrant Shares proposed to be offered by Selling Stockholders (including such Holders for registration, as well as the number holders of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced Registrable Securities) to a number deemed satisfactory by the such managing underwriter. With respect ; and provided further, that any shares to each inclusion be excluded shall be determined in the following order of priority: (i) securities in a held by any Persons not having any such contractual, incidental registration statement rights, (ii) securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Section 9(a), Agreement and (iii) the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities Registrable Securities sought to be offered are to be registered or qualified. The Company need not maintain included by the effectiveness holders thereof as determined on a pro rata basis (based upon the aggregate number of any Registrable Securities held by such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofholders).

Piggyback Registration. If From and after the Company 90th day following the Closing Date, if the Corporation at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes for any reason to register Primary Shares or Other Shares under the 1933 Securities Act (except by a other than on Form S-4 or Form S-8 Registration Statement promulgated under the Securities Act or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities), it will shall give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares the Investors of its intention to do so register such Primary Shares or Other Shares at least 30 days before the initial filing of such Registration Statement and, on upon the written request of any such Holder given request, delivered to the Corporation within twenty (20) 20 days after receipt delivery of any such notice by the Corporation, of the Investors to include in such registration Registrable Shares (which request shall specify the Warrant number of Registrable Shares proposed to be included in such registration and shall state that the Investors desire to sell such Registrable Shares in the public securities markets), the Corporation shall use commercially reasonable efforts to cause all such Registrable Shares to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; provided, however, that if the managing underwriter advises the Corporation that the inclusion of all Registrable Shares requested to be included in such registration would interfere with the successful marketing (including pricing) of the Primary Shares or Other Shares proposed to be registered by the Corporation, then the number of Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration shall be included in the following order: first, pro rata among (x) the Corporation and the holders of Other Shares, as the case may be, and (y) Investors requesting their Registrable Shares be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based upon the number of Registrable Shares requested to be registered by each such holder); and second, the Other Shares which are entitled to registration rights and are held by holders who are not initiating such registration under this Section 3. The number of requests permitted by the Investors pursuant to this Section 3 shall be unlimited. Registrations on Form S-3. ------------------------- Anything contained in Section 2 to the contrary notwithstanding, from and after the 90th day following the Closing Date, at such time as the Corporation shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, each Investor holding Registrable Shares then outstanding shall have the right to request in writing that the Corporation effect the registration of Registrable Shares on Form S-3 or such successor form, which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of by and the holders thereof and (ii) state the intended method of disposition of such Holder and describe the nature of any proposed sale or other disposition thereof), the Company will Registrable Shares. The Corporation shall use its best commercially reasonable efforts to cause all such Warrant Shares, the Holders of which shall have requested promptly effect the registration or qualification thereof, under the Securities Act of the Registrable Shares so requested to be included registered. A requested registration on Form S-3 or any such successor form in such compliance with this Section 4 shall not count as a registration statement proposed initiated pursuant to Section 2(a) for purposes of Section 2 (b)(i)(A) and, except as otherwise expressly provided in this Section 4, shall otherwise be filed subject to Section 2. The number of requests permitted by the CompanyInvestors pursuant to this Section 4 shall be unlimited; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, Investors shall not be included or shall be proportionately reduced permitted to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a effect more than one registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of 4 during any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof180-day period.

Piggyback Registration. If the Company If, at any time within two (2) years after complete exercise of this Warrantcommencing September 1, but no more than seven (7) years from 1999, and expiring on the date of this WarrantExpiration Date, the Company proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities, not registered on the date hereof, under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8) it will give written notice by registered mail, at least thirty (30) days prior to all the filing of each such registration statement, to the Holders of this Warrant, any the Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any the Warrant Shares of its intention to do so and, on so. If any of the written request Holders of any such Holder given the Warrants and/or Warrant Shares notify the Company within twenty (20) days after receipt mailing of any such notice (which request shall specify the Warrant Shares intended of its or their desire to be sold or disposed of by include any such Holder and describe the nature of any securities in such proposed sale or other disposition thereof)registration statement, the Company will use its best efforts shall afford such Holders of the Warrants and/or Warrant Shares the opportunity to cause all have any such Warrant Shares, Shares registered under such registration statement. In the Holders event that the managing underwriter for said offering advises the Company in writing that in the underwriter's opinion the number of which shall have securities requested the registration or qualification thereof, to be included in such registration statement proposed to exceeds the number which can be filed by the Company; provided, however, that if sold in such offering without causing a greater number of Warrant Shares is offered for participation diminution in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without price or otherwise adversely affecting the proposed offering, then the amount of Warrant Shares proposed Company will include in such registration (a) first, the securities the Company proposes to be offered sell, (b) second, the securities held by such Holders the entities that made the demand for registration, as well as (c) third, the Warrants and/or Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrants and/or Warrant Shares on the basis of the number of Warrants and/or Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities of any other selling shareholders participating in the registration, shall not requested to be included or in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall be proportionately reduced to a number deemed satisfactory by have the managing underwriter. With respect to each inclusion of securities in a registration statement right at any time after it shall have given written notice pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements 9.2 (irrespective of special counsel and accountants whether a written request for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness inclusion of any such registration, qualification, notification securities shall have been made) to elect not to file any such proposed registration statement or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof.

Piggyback Registration. If the Company If, at any time within two (2) years after complete exercise of this Warrantcommencing February 26, but no more than seven (7) years from 2000, and expiring on the date of this WarrantExpiration Date, the Company proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities, not registered on the date hereof, under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8) it will give written notice by registered mail, at least thirty (30) days prior to all the filing of each such registration statement, to the Holders of this Warrant, any the Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any the Warrant Shares of its intention to do so and, on so. If any of the written request Holders of any such Holder given the Warrants and/or Warrant Shares notify the Company within twenty (20) days after receipt mailing of any such notice (which request shall specify the Warrant Shares intended of its or their desire to be sold or disposed of by include any such Holder and describe the nature of any securities in such proposed sale or other disposition thereof)registration statement, the Company will use its best efforts shall afford such Holders of the Warrants and/or Warrant Shares the opportunity to cause all have any such Warrant Shares, Shares registered under such registration statement. In the Holders event that the managing underwriter for said offering advises the Company in writing that in the underwriter's opinion the number of which shall have securities requested the registration or qualification thereof, to be included in such registration statement proposed to exceeds the number which can be filed by the Company; provided, however, that if sold in such offering without causing a greater number of Warrant Shares is offered for participation diminution in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without price or otherwise adversely affecting the proposed offering, then the amount of Warrant Shares proposed Company will include in such registration (a) first, the securities the Company proposes to be offered sell, (b) second, the securities held by such Holders the entities that made the demand for registration, as well as (c) third, the Warrants and/or Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrants and/or Warrant Shares on the basis of the number of Warrants and/or Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities of any other selling shareholders participating in the registration, shall not requested to be included or in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall be proportionately reduced to a number deemed satisfactory by have the managing underwriter. With respect to each inclusion of securities in a registration statement right at any time after it shall have given written notice pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements 9.2 (irrespective of special counsel and accountants whether a written request for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness inclusion of any such registration, qualification, notification securities shall have been made) to elect not to file any such proposed registration statement or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof.

Piggyback Registration. If the Company If, at any time within two while the Holder shall hold Shares, the Company proposes to file a registration statement relating to the offering of any of its capital stock under the Securities Act (2other than (i) years after complete exercise a registration statement required to be filed in respect of this Warrantemployee benefit plans of the Company on Form S-8 or any similar form from time to time in effect, but no (ii) any registration statement on Form S-4 or similar successor form, or (iii) a registration statement relating to a transaction pursuant to Rule 145 of the Securities Act), whether or not for sale for its own account, the Company shall, at least twenty-one days (or if such twenty-one day period is not practicable, then a reasonable shorter period which shall not be less than seven days) prior to such filing, give written notice of such proposed filing to the Holder. Upon receipt by the Company not more than seven days (7unless the notice given to the Holder pursuant to the previous sentence is less than ten days, in which case such seven-day period shall be shortened to five days) years after such notice of a written request from the date Holder for registration of this Warrant, proposes to register under the 1933 Act (except by a Form S-4 any or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) all of the 1933 Act, any of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Registrable Shares of its intention to do so and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereofas hereinafter defined), the Company will shall, subject to Section 2, include such Registrable Shares requested to be registered in such registration statement, and shall use its best all reasonable efforts to cause all such Warrant registration statement to become effective with respect to such Registrable Shares, unless the Holders managing underwriter therefor concludes in its reasonable judgment that the number of which shall have securities requested the registration or qualification thereof, to be included in such registration statement exceeds the number which can reasonably be sold in (or during the time of) such offering, in which case the Company may decrease the number of shares of Registrable Shares included in such registration and any other securities proposed to be filed sold to the extent necessary to reduce the number of securities to be included in the registration to the level recommended by the Companymanaging underwriter; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than event of any such reduction, the first shares to be included in the reasonable opinion of the managing underwriter of the proposed offering (which opinion such registration shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed any shares to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants registered for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses benefit of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of thereafter any jurisdictions in which the securities to be offered are shares requested to be registered or qualifiedfor the benefit of holders of Common Stock pursuant to registration rights agreements in effect between the Company and such holders prior to the date hereof, and thereafter any Registrable Shares requested to be registered by the Holder hereunder. The Company need not maintain the effectiveness of Registrable Shares means any such registration, qualification, notification or approval, whether or not at the request Shares and any securities of the Holders, more than six (6) months following the effective date thereofCompany issued as a dividend or distribution with respect to or in exchange for any Shares.

Piggyback Registration. If the Company at any time within two prior to the expiration of the Registration Period, (2i) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, Company proposes to register shares of Common Stock under the 1933 Securities Act in connection with the public offering of such shares for cash (except by other than a registration relating solely to the sale of securities to participants in a Company stock plan or employee stock award or a registration on Form S-4 or Form S-8 Registration Statement under the Securities Act or any successor forms thereto) or qualify similar form registering stock issuable upon a reclassification, a business combination involving an exchange of securities or an exchange offer for a public distribution under Section 3(b) securities of the 1933 Actissuer or another entity, any or a registration statement on Form S-3 covering the resale of its securitiessecurities issued in connection with a corporate acquisition) (a "Proposed Registration") and (ii) --------------------- a registration statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, it will the Company shall, at such time, promptly give each Holder written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on the written request of any such Proposed Registration. Each Holder given within shall have twenty (20) days after from its receipt of any such notice (which to deliver to the Company a written request shall specify specifying the Warrant Shares intended to be sold or disposed amount of by Registrable Securities that such Holder intends to sell and describe the nature such Holder's intended method of any proposed sale or other disposition thereof)distribution. Upon receipt of such request, the Company will shall use its best efforts to cause all such Warrant Shares, Registrable Securities which the Holders of which shall have Company has been requested the registration or qualification thereof, to register to be included registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such registration statement proposed to be filed by the CompanyHolder; provided, however, that if the Company shall have the right to postpone or -------- ------- withdraw any registration effected pursuant to this Section 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of the Company or for shareholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a greater limitation on the number of Warrant Shares is offered for participation shares of Common Stock which may be included in the proposed offering than Registration Statement because, in the reasonable opinion judgment of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered such underwriter(s), marketing or other factors dictate such limitation is necessary to the Holders) can be accommodated without adversely affecting the proposed facilitate such offering, then the amount Company shall be obligated to include in such Registration Statement only such limited portion of Warrant Shares proposed the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any such exclusion of Registrable Securities shall be offered by such made pro rata among the Holders for registrationseeking to include Registrable Securities in the Registration Statement, as well as in proportion to the number of securities of any other selling shareholders participating in the registration, shall not Registrable Securities sought to be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a)such Holders; provided, the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holdershowever, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and that the Company shall pay not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other costs and expenses of securities having the registration, including but not limited right to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for include such securities in the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofRegistration Statement.

Piggyback Registration. If (a) Without limiting in any way any Holder’s rights under Section 2.01(e), the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, Issuer proposes to register any Issuer Securities under the 1933 Act (except by other than a registration on Form S-4 X-0, X-0 or Form S-8 Registration Statement S-3 (but only to the extent it relates to the resale of securities for any holder of Issuer Securities, other than the Holders), or any successor forms thereto) forms, relating to Common Stock issuable upon exercise of employee stock options or qualify for a public distribution under Section 3(b) in connection with any employee benefit or similar plan of the 1933 ActIssuer or in connection with a direct or indirect acquisition by the Issuer of another Person), any whether or not for sale for its own account, the Issuer shall each such time give prompt notice at least 30 days prior to the anticipated filing date of its securitiesthe registration statement relating to such registration to each Holder, it will give written which notice shall set forth such Holder’s rights under this 2.02 and shall offer such Holder the opportunity to all Holders include in such registration statement the number of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on Registrable Securities as each such Holder may request (a “Piggyback Registration”). Upon the written request of any such Holder given made within twenty (20) 20 days after the receipt of any such notice from the Issuer (which request shall specify the Warrant Shares number of Registrable Securities intended to be sold or disposed of registered by such Holder and describe the nature of any proposed sale or other disposition thereofHolder), the Company will Issuer shall use its best commercially reasonable efforts to cause effect the registration under the 1933 Act of all Registrable Securities that the Issuer has been so requested to register by all such Warrant SharesHolders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Holders of which shall have requested the registration or qualification thereof, requesting to be included in such the Issuer’s registration statement proposed to be filed by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered must sell their Registrable Securities to the Holdersunderwriters selected as provided in Section 2.03(b) can be accommodated without adversely affecting on the proposed offering, then same terms and conditions as apply to the amount of Warrant Shares proposed to be offered by such Holders for registrationIssuer or the other selling stockholders, as well as the number applicable, and (ii) if, at any time after giving notice of securities of its intention to register any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement Issuer Securities pursuant to this Section 9(a)2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the selling Issuer shall determine for any reason not to register such securities, the Issuer shall give notice to all such Holders and, thereupon, shall pay be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the fees and disbursements Issuer of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable its obligations to effect Demand Registrations to the selling Holders’ shares, and the Company extent required by Section 2.01. The Issuer shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying Registration Expenses in connection with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofeach Piggyback Registration.

Piggyback Registration. If (a) In the event that the Company at any time within after (x) in the case of Silver Lake, two (2) years after complete exercise the IPO Date, and (y) in the case of this WarrantQ II, but no more than seven (7) years from 18 months after the date of this WarrantIPO Date, proposes to register any Equity Securities under the 1933 Act (except by Securities Act, either in connection with a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify primary offering for a public distribution under Section 3(b) cash for the account of the 1933 ActCompany (a “Primary Offering”), any of its securitiesa secondary offering or a combined primary and secondary offering, the Company will each time it will intends to effect such a registration, give written notice (a “Company Notice”) to all Holders of this WarrantRegistrable Securities who are no longer subject to contractual transfer restrictions with the Company in respect of such Registrable Securities at least ten Business Days prior to the initial filing of a registration statement with the SEC pertaining thereto, any Warrants issued pursuant informing such Holders of (i) its intent to Section 2 and/or Section 3(afile such registration statement and whether such registration is for a Primary Offering, a secondary offering or a combined primary and secondary offering, (ii) hereofthe intended method of distribution, (iii) the number of each class of Equity Securities proposed to be registered, (iv) the proposed date of filing of such registration statement, (v) the proposed managing underwriter(s) (if any), (vi) a good faith estimate by the Company of the proposed minimum offering price of each class of Equity Securities, in each case of (ii) to (vi), to the extent then known, and any Warrant Shares (vii) the Holders’ right to request the registration of its intention to do so and, on the Registrable Securities held by the Holders. Upon the written request of the Holders made within seven Business Days after any such Holder Company Notice is given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares number of Registrable Securities intended to be sold or disposed of by such Holder and describe the nature intended distribution thereof; provided, that if (i) the Registrable Securities intended to be disposed of any proposed sale or other disposition thereofare Class A common stock and (ii) the applicable registration is intended to effect an offering of Class A common stock for cash for the account of the Company, such request need specify only the Registrable Securities intended to be disposed of by such Holder), unless SAP shall have responded to such Company Notice within such seven Business Day period Requesting a Demand Registration in priority to the registration described in such Company Notice (in which case, the Company shall first effect such Demand Registration in accordance with Section 3.1 and the cut-back provisions in Section 3.1(d) shall apply), the Company will use its reasonable best efforts to cause effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders to the extent required to permit the disposition (in accordance with the intended methods of distribution thereof or, in the case of a registration which is intended to effect a primary offering for cash for the account of the Company, in accordance with the Company’s intended method of distribution) of the Registrable Securities so requested to be registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the registration statement filed by the Company, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Warrant Sharesregistration statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided further, that if, at any time after giving written notice of its intention to register any Equity Securities in a Primary Offering and prior to the Effective Date of the registration statement filed in connection with such registration, the Holders Company shall determine for any reason not to register or to delay such registration of which the Equity Securities, the Company shall have give written notice of such determination to each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith or from the Company’s obligations with respect to any subsequent registration) and (ii) in the case of a determination to delay such registration, the Company shall be permitted to delay registration of any Registrable Securities requested the registration or qualification thereof, to be included in such registration statement proposed to be filed by for the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well same period as the number delay in registering such Equity Securities; provided that the Holders of securities of any other selling shareholders participating in Registrable Securities may continue the registration, shall not be included or shall be proportionately reduced to registration as a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Demand Registration under Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof3.1.

Piggyback Registration. (a) If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, OSI proposes to register file a registration statement under the 1933 Act Securities Act, including a Demand Registration, with respect to an offering of OSI Common Stock for cash by OSI for its own account or for the account of any of its equity holders (except by other than a registration statement on Form S-4 or Form S-8 Registration Statement or any successor forms theretosubstitute form that may be adopted by the SEC or any registration statement filed in connection with an exchange offer or offering of securities solely to OSI's existing security holders or any registration statement filed in connection with an exchange offer or offering of securities to holders of Exchangeable Shares) or qualify for a public distribution under Section 3(b) (the "PTI Registration Statement"), then OSI shall give written notice of such proposed filing to the Holders of the 1933 ActRegistrable Securities as soon as practicable (but in no event less than 20 days before the anticipated initial filing date of such registration statement), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (a "Piggyback Registration"). On or before the 10th day following the receipt of such notice by the Holders, any Holder wishing to include any or all of its securities, it will Registrable Securities in such registration statement shall give written notice to all Holders OSI stating the name of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature amount of any proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, Holder's Registrable Securities to be included in such registration statement proposed statement. Subject to Section 3(b), OSI shall include in each such Piggyback Registration all Registrable Securities requested to be filed by included in the Companyregistration for such offering; provided, however, that OSI may at any time withdraw or cease proceeding with such registration without the consent of any Holder of Registrable Securities, notwithstanding the request of any such Holder to participate therein in accordance with this provision, if a greater number of Warrant Shares OSI determines in its sole discretion that such action is offered for participation in the proposed offering than in best interests of OSI and its stockholders (for this purpose, the reasonable opinion interests of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or considered). Each Holder of Registrable Securities shall be proportionately reduced permitted to withdraw all or part of such Holder's Registrable Securities from a number deemed satisfactory by the managing underwriter. With respect Piggyback Registration at any time prior to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.

Piggyback Registration. (a) If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, Company proposes to register file a Registration Statement under the 1933 Securities Act with respect to an Underwritten Offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (except or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.02 hereof) on a Form S-4 or Form S-8 form that would permit registration of Registrable Securities, other than a Registration Statement (i) filed in connection with any employee stock option or any successor forms theretoother benefit plan, (ii) for an exchange offer or qualify offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a public distribution under Section 3(bdividend reinvestment plan or (v) of on Form S-4, then the 1933 Act, any of its securities, it will Company shall give written notice of such proposed filing to all of the Holders of this WarrantRegistrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement , any Warrants issued pursuant which notice shall (A) describe the amount and type of securities to Section 2 and/or Section 3(abe included in such offering, the intended method(s) hereofof distribution, and any Warrant Shares the name of its intention the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to do so and, on all of the written Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request of any such Holder given in writing within twenty five (205) days after receipt of such written notice (in the case of an “overnight” or “bought” offering, such requests must be made by the Holders within one (1) Business Day after the delivery of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such registration statement proposed to be filed by the Company) (such Registration a “Piggyback Registration”); provided, however, that if a greater number the Company has been advised by the managing Underwriter(s) that the inclusion of Warrant Shares is offered Registrable Securities for participation sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Class A Common Stock in the proposed offering than Underwritten Offering, then (A) if no Registrable Securities can be included in the reasonable Underwritten Offering in the opinion of the managing underwriter Underwriter(s), the Company shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offeringmanaging Underwriter(s), then the amount of Warrant Shares proposed Registrable Securities to be offered by for the accounts of Holders shall be determined based on the provisions of Section 2.03(b). Subject to Section 2.03(b), the Company shall, in good faith, cause such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or shall be proportionately reduced Underwriters of a proposed Underwritten Offering to a number deemed satisfactory permit the Registrable Securities requested by the managing underwriter. With respect to each inclusion of securities in a registration statement Holders pursuant to this Section 9(a), 2.03 to be included in a Piggyback Registration on the selling Holders shall pay the fees same terms and disbursements conditions as any similar securities of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall pay all other costs and expenses of have no further right to participate in such Underwritten Offering. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.03 shall enter into an underwriting agreement in customary form with the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants Underwriter(s) selected for such Underwritten Offering by the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.

Piggyback Registration. If the Company (a) If, at any time within two (2) during the seven years after complete exercise of this Warrant, but no more than seven (7) years from following the date of this WarrantAgreement, the Company proposes to register under prepare and file one or more registration statement(s) filed in connection with a public offering covering equity securities of the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement Company, or any successor forms thereto) or qualify for a public distribution under Section 3(b) such securities of the 1933 ActCompany held by its shareholders (other than in connection with an exchange offer, a "rights" offering to shareholders, an offering relating to an employee benefit plan, dividend reinvestment plan, an acquisition, a merger, the conversion of any convertible securities, an exchange of its securitiesa security, or a stand-by underwriting with respect to the call of a warrant, option, right or convertible security for redemption), (for purposes of this Article 7, collectively, a "Registration Statement"), it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so andby registered mail ("Notice"), on at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities or, in the event that the Company has not formulated its intent to file such Registration Statement at least thirty (30) calendar days before the anticipated filing date of the Registration Statement, as soon as practicable upon the formation by the Company of such intent. However, no such Notice need be given if the Registration Statement is for an underwritten offering of securities other than equity securities or securities convertible into equity securities. Upon the written request of any such Holder given a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any such notice (which request shall specify of the Warrant Shares intended to be sold or disposed of by such Holder and describe Requesting Holder's Registrable Securities in the nature of any proposed sale or other disposition thereof)Registration Statement, the Company will shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders. The Company shall not be required to honor any such request (i) if, in opinion of counsel to the Company reasonably acceptable to such Holder who wishes to have such Registrable Securities included in such Registration Statement, registration under the Act is not required for the transfer of the Registrable Securities in the manner proposed by such Holder; or (ii) to register in the aggregate fewer than 25,000 Shares held by the Holders. The Company shall permit, or shall use its best efforts to cause all such Warrant Sharesthe managing underwriter of a proposed offering to permit, the Holders of which shall have Registrable Securities requested the registration or qualification thereof, to be included in the registration (the "Piggy-Back Shares") to include such registration statement proposed to be filed by the Company; provided, however, that if a greater number of Warrant Piggy-Back Shares is offered for participation in the proposed offering than in on the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing same terms and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, conditions as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and shares of Common Stock offered by the Company shall pay all and for the account of any person other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for than the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which as the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofcase may be.

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, A&P proposes to register file a Registration Statement under the 1933 Securities Act with respect to an offering of A&P Common Stock for (except by a) A&P’s own account (other than (i) a Registration Statement on Form S-4 or Form S-8 (or any substitute form that may be adopted by the SEC) or (ii) a Registration Statement or any successor forms theretofiled in connection with an offering of securities solely to A&P’s existing security holders) or qualify for (b) the account of any holder of A&P Common Stock (other than Tengelmann) pursuant to a public distribution under Section 3(b) of the 1933 Actdemand registration requested by such holder, any of its securities, it then A&P will give written notice of such proposed filing to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereofTengelmann as soon as practicable (but in no event less than 20 days before the anticipated filing date), and any Warrant Shares of its intention to do so and, on upon the written request of any such Holder request, given within twenty (20) 10 days after receipt delivery of any such notice by A&P, of Tengelmann to include in Registrable Securities in such registration (which request shall specify the Warrant Shares intended to be sold or disposed number of by such Holder and describe the nature of any Registrable Securities proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such registration), A&P will, subject to Section 3.03, include all such Registrable Securities in such registration statement proposed to be filed by on the Companysame terms and conditions as A&P’s or such holder’s A&P Common Stock (a “Piggyback Registration”); provided, however, that if a greater number at any time after giving written notice of Warrant Shares is offered for participation in such proposed filing and prior to the proposed offering than in business day prior to the reasonable opinion effective date of the managing underwriter of the proposed offering (which opinion shall be Registration Statement filed in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying connection with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or A&P shall determine for any reason not at to proceed with the request proposed registration of the Holderssecurities, more than six (6) months following then A&P may, at its election, give written notice of such determination to Tengelmann and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration. A&P will control the effective date thereofdetermination of the form of any offering contemplated by this Section 3.02, including whether any such offering will be in the form of an underwritten offering and, if any such offering is in the form of an underwritten offering, A&P will select the lead Underwriter and any additional Underwriters in connection with such offering.

Piggyback Registration. If In the event the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes shall determine in its sole discretion to register under with the 1933 SEC for sale any Common Stock, for its own account or for the account of others, other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act (except by Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) similar event, the Company shall promptly give to the holders of the 1933 Act, any of its securities, it will give Registrable Securities written notice thereof (and in no event shall such notice be given less than ten (10) calendar days prior to all Holders the filing of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereofsuch registration statement), and any Warrant Shares shall, include all of its intention to do so and, on the Registrable Securities specified in a written request of any such delivered by the Holder given thereof within twenty five (205) calendar days after receipt of any such written notice (which request shall specify from the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof)Company. However, the Company will use may, without the consent of the Holders, withdraw such registration statement prior to its best efforts becoming effective if the Company or such other stockholders have elected to cause abandon the proposal to register the securities proposed to be registered thereby. Notwithstanding the foregoing, if such registration undertaken by the Company is in connection with an underwritten public offering, and the underwriter in such public offering reasonably determines that inclusion of all of the Registrable Securities in such Warrant Sharesregistration would be detrimental to the successful completion of 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 which Registrable Securities requested to 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 have requested the registration or qualification thereof, to be included in such registration statement proposed to be filed by statement, if the CompanyCompany 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 Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed Registrable Securities intended to be offered by the Holders than the fraction of similar reductions imposed on such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included persons or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all entities (other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for than the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof).

Piggyback Registration. (a) If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, Pubco proposes to register file a Registration Statement under the 1933 Securities Act with respect to equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of Pubco (except or by Pubco and by the stockholders of Pubco including, without limitation, pursuant to Section 2.2 hereof) on a Form S-4 or Form S-8 form that would permit registration of Registrable Securities, other than a Registration Statement (i) filed in connection with any employee stock option or any successor forms theretoother benefit plan, (ii) for an exchange offer or qualify offering of securities solely to Pubco’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of Pubco, (iv) for a public distribution under Section 3(bdividend reinvestment plan or (v) of the 1933 Acton Form S-4, any of its securities, it will then Pubco shall give written notice of such proposed filing to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares the Stockholders of its intention to do so and, on the written request of any such Holder given within twenty Registrable Securities as soon as practicable but not less than ten (2010) days after receipt before the anticipated filing date of any such Registration Statement, which notice shall (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and A) describe the nature amount and type of any proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, securities to be included in such registration statement offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Stockholders the opportunity to register the sale of such number of Registrable Securities as such Stockholders may request in writing within five days after receipt of such written notice (in the case of an “overnight” or “bought” offering, such requests must be filed made by the CompanyStockholders within three Business Days after the delivery of any such notice by Pubco) (such Registration a “Piggyback Registration”); provided, however, that if a greater number Pubco has been advised in writing by the managing Underwriter(s) that the inclusion of Warrant Shares is offered Registrable Securities for participation sale for the benefit of the Stockholders will have an adverse effect on the price, timing or distribution of the Class A Common Stock in the proposed offering than Underwritten Offering, then (1) if no Registrable Securities can be included in the reasonable Underwritten Offering in the opinion of the managing underwriter Underwriter(s), Pubco shall not be required to offer such opportunity to the Stockholders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offeringmanaging Underwriter(s), then the amount of Warrant Shares proposed Registrable Securities to be offered by for the accounts of Stockholders shall be determined based on the provisions of Section 2.3(b). Subject to Section 2.3(b), Pubco shall, in good faith, cause such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or shall be proportionately reduced Underwriters of a proposed Underwritten Offering to a number deemed satisfactory permit the Registrable Securities requested by the managing underwriter. With respect to each inclusion of securities in a registration statement Stockholders pursuant to this Section 9(a)2.3 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Pubco included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. If no written request for inclusion from a Stockholder is received within the specified time, each such Stockholder shall have no further right to participate in such Underwritten Offering. All such Stockholders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by Pubco; provided, however, that (A) no such Stockholder shall be required to make any representations or warranties to or agreements with Pubco or the Underwriters other than representations, warranties or agreements regarding such Stockholder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the selling Holders securities being registered on its behalf, its intended method of distribution and any other representation required by law and (B) no Stockholder shall pay be required to agree to any indemnification obligations on the fees and disbursements part of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable such Stockholder that are greater than its obligations pursuant to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofArticle IV.

Piggyback Registration. If the Company If, at any time within two (2) during the period commencing on the day that begins one year from the Closing Time and ending at the end of the day that is six years after complete exercise of this Warrantthe Closing Time, but no more than seven (7) years from the date of this Warrant, proposes Company shall propose to register under the 1933 Act any shares of Common Stock or Other Securities (except by a but excluding any shares or securities being registered pursuant to Form S-8 or Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) form to either of the 1933 Act, any of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereofthem), the Company will use its best efforts shall (i) give each Holder written notice, or telecopy and telephonic notice followed as soon as practicable by written confirmation thereof, of such proposed registration at least 20 business days prior to cause all the filing of such Warrant Sharesregistration statement and (ii) upon written notice, or telecopy or telephonic notice followed as soon as practicable by written confirmation thereof, given to the Company by any Holder within 15 days after the giving of such written confirmation or written notice by the Company, the Holders of which Company shall have requested the registration include or qualification thereof, cause to be included in any such registration statement all or such portion of the Warrant Shares as such Holder may request; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of the Common Stock or Other Securities originally proposed to be filed registered; and provided, further, that in connection with any registered public offering involving an underwriting, the managing underwriter may (if in its reasonable opinion marketing factors so require) limit the number of securities (including any Warrants or Warrant Shares) included in such offering (other than securities of the Company). In the event of any such limitation, the total number of Warrant Shares to be offered for the account of the Holders participating in the registration shall be reduced pro rata in proportion to the respective number of shares requested to be included therein to the extent necessary to reduce the total number of shares proposed to be registered to the number of shares recommended by the Companymanaging underwriter; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount or kind of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are for the accounts of Holders shall be reduced in accordance with this sentence, the Company shall not be permitted to be registered or qualified. The Company need not maintain the effectiveness include securities of any such registrationpersons (other than the Company) unless the Holders are permitted to participate on a pro rata basis with other selling securityholders. Notwithstanding the foregoing, qualification, notification or approval, whether or the Company shall not at the request of the Holders, be obligated to include Warrant Shares in more than six (6) months following the effective date thereoftwo registration statements pursuant to this Agreement.

Piggyback Registration. If the Company If, at any time within two (2) years commencing after complete exercise of this Warrant, but no more than seven (7) years from the date hereof until the expiration of this Warrantthe Warrant Exercise Term, the Company proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiessecurities under the Act on a registration statement that may be used for the registration of the Warrant Securities (other than in connection with a merger, pursuant to Form X-0, X-0 or comparable registration statement, in connection with a registration requested pursuant to Section 6.3 hereof or in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) it will give written notice by registered mail, at least thirty (30) business days prior to the filing of each such registration statement, to the Agent and to all other Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any the Warrant Shares Securities of its intention to do so and, on so. If the written request Agent or other Holders of any such Holder given the Warrant Securities notify the Company within twenty (20) days after receipt of any such notice (which request shall specify the of its or their desire to include any Warrant Shares intended to be sold or disposed of by Securities in such Holder and describe the nature of any proposed sale or other disposition thereof)registration statement, the Company will use its best efforts shall afford the Agent and such Holders of the Warrant Securities the opportunity to cause all have any such Warrant SharesSecurities registered under such registration statement. Notwithstanding the provisions of this Section 6.2, (A) the Holders of which Company shall have requested the right any time after it shall have given written notice pursuant to this Section 6.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect to postpone or not to file any such proposed registration statement, or qualification thereofto withdraw the same after filing but prior to the effective date thereof and (B) if the underwriter or underwriters, if any, of any such proposed public offering shall be of the reasonable opinion that the total amount or kind of securities held by the holders of Warrant Securities and any other persons or entities entitled to be included in such registration statement proposed to be filed by Public Offering would adversely affect the Company; provided, however, that if a greater number success of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed such public offering, then the amount of Warrant Shares proposed securities to be offered by such Holders for registration, as well as the number accounts of holders of Warrant Securities shall be reduced pro rata to the extent necessary to reduce the total amount of securities of any other selling shareholders participating in the registration, shall not to be included or shall be proportionately reduced in such public offering to a number deemed satisfactory the amount reasonably recommended by the managing underwriter. With underwriter or underwriters thereof, whereupon the Company shall only be obligated to register such limited portion (which may be none) of the Warrant Securities with respect to each inclusion of securities in a registration statement which such holder has provided notice pursuant to this Section 9(a), the selling Holders 6.2. In no event shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses be required pursuant to this Section 6.2 to reduce the amount of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofby it.

Piggyback Registration. If the Company If, at any time within two commencing on the Initial Exercise Date and expiring on the Expiration Date, the Company proposes to register any of its securities under the Act (2other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) years after complete exercise it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Securities of its intention to do so; provided, however, in accordance with the NASD rules and regulations, in no event shall the right contained in this Warrant, but no Section 7.2 continue for more than seven (7) years from the date of this Warrant, proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or hereof. If any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any the Warrant Shares of its intention to do so and, on Securities notify the written request of any such Holder given Company within twenty (20) days after receipt mailing of any such notice (which request shall specify the Warrant Shares intended of its or their desire to be sold or disposed of by include any such Holder and describe the nature of any securities in such proposed sale or other disposition thereof)registration statement, the Company will use its best efforts shall afford such Holders of the Warrant Securities the opportunity to cause all have any such Warrant Shares, Securities registered under such registration statement. In the Holders event that the managing underwriter for said offering advises the Company in writing that in their opinion the number of which shall have securities requested the registration or qualification thereof, to be included in such registration statement proposed exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) FIRST, the securities the Company proposes to sell, (b) SECOND, the total number of securities which in the opinion of such underwriter can be filed sold by holders of the Warrant Securities and the holders of securities with registration rights granted by the Company; Company prior to the date hereof, provided, however, that if a greater the number of Warrant Shares is offered for participation shares to be included in the proposed offering registration in accordance with the foregoing is less than in the reasonable opinion total number of the managing underwriter of the proposed offering (shares which opinion shall such holders have requested to be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offeringincluded, then the amount holders of Warrant Shares proposed such shares who have requested registration shall participate in the registration pro rata based upon their total ownership of shares of Class B Common Stock (giving effect to the conversion or exercise into Class B Common Stock of all securities convertible or exercisable thereinto) and if any such holder would thus be entitled to include more securities than such holder requested to be offered by such Holders for registrationregistered, as well as the number of securities of any excess shall be allocated among the other selling shareholders participating requesting holders pro rata in the registrationmanner described in this subsection (b), shall not and (c) THIRD, other securities requested to be included or in such registration. Notwithstanding the provisions of this Section 7.2, the Company shall be proportionately reduced to a number deemed satisfactory by have the managing underwriter. With respect to each inclusion of securities in a registration statement right at any time after it shall have given written notice pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements 7.2 (irrespective of special counsel and accountants whether a written request for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness inclusion of any such registration, qualification, notification securities shall have been made) to elect not to file any such proposed registration statement or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof.

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, Big proposes to register shares of Big Common Stock under the 1933 Act Securities Act; whether proposed to be offered for sale by Big or any other person (except by other than a registration on Form S-4 or Form S-8 Registration Statement S-8, or any successor forms thereto) or qualify similar forms), in a manner that would permit registration of Registrable Securities for a sale to the public distribution under Section 3(b) of the 1933 Securities Act, any of its securities, it will each such time promptly give written notice to all Qualified Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so, of the registration form of the Commission that has been selected by Big, the number and class of securities so proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and, if applicable, a good faith estimate by Big of the proposed maximum offering price thereof, as such price is proposed to appear on the written request facing page of any such Holder given within twenty registration statement (20the "Section 2(b) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereofNotice"), the Company . Big will use its best efforts to cause include in the proposed registration all such Warrant SharesRegistrable Securities that Big is requested in writing, within fifteen (15) days after the Holders of which shall have requested the registration or qualification thereofSection 2(b) Notice is given, to be included in such registration statement proposed to be filed register by the CompanyQualified Holders thereof; provided, however, that if a greater number (A) if, at any time after giving written notice of Warrant Shares is offered for participation in its intention to register shares of Big Common Stock and prior to the proposed offering than in the reasonable opinion effective date of the managing underwriter registration statement filed in connection with such registration, Big shall determine for any reason not to register such equity securities, Big may, at its election, give written notice of such determination to all Qualified Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration (but not from its obligation to pay any Registration Expenses to the extent incurred in connection therewith), without prejudice, however, to the rights of Qualified Holders under Section 2(a) hereof and (B) in case of such a determination by Big to delay registration of Big Common Stock pursuant to clause (A) of this Section 2(b), Big shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such Big Common Stock. No registration effected under this Section 2(b) shall relieve Big of its obligations to effect Demand Registrations under Section 2(a) and, notwithstanding anything to the contrary in Section 2(a), no Qualified Holder shall have the right to require Big to register any Registrable Securities pursuant to Section 2(a) until the later of (A) the completion of the proposed offering (which opinion shall be in writing distribution of the securities offered and delivered registered pursuant to the HoldersSection 2(b) can be accommodated without adversely affecting Notice and (B) ninety (90) days after the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in date a registration statement pursuant to effected under this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (62(b) months following the effective date thereofis declared effective.

Piggyback Registration. (a) If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, Company proposes to register file a Registration Statement under the 1933 Securities Act with respect to an Underwritten Offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (except or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof) on a Form S-4 or Form S-8 form that would permit registration of Registrable Securities, other than a Registration Statement (i) filed in connection with any employee stock option or any successor forms theretoother benefit plan, (ii) for an exchange offer or qualify offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a public distribution under Section 3(bdividend reinvestment plan or (v) of on Form S-4, then the 1933 Act, any of its securities, it will Company shall give written notice of such proposed filing to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of Registrable Securities as soon as practicable but not less than ten days before the anticipated filing date of such Registration Statement, which notice shall have requested (A) describe the registration or qualification thereof, amount and type of securities to be included in such registration statement offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five days after receipt of such written notice (in the case of an “overnight” or “bought” offering, such requests must be filed made by the Holders within three Business Days after the delivery of any such notice by the Company) (such Registration a “Piggyback Registration”); provided, however, that if a greater number the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Warrant Shares is offered Registrable Securities for participation sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Class A Common Stock in the proposed offering than Underwritten Offering, then (1) if no Registrable Securities can be included in the reasonable Underwritten Offering in the opinion of the managing underwriter Underwriter(s), the Company shall not be required to offer such opportunity to the Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offeringmanaging Underwriter(s), then the amount of Warrant Shares proposed Registrable Securities to be offered by for the accounts of Holders shall be determined based on the provisions of Section 2.3(b). Subject to Section 2.3(b), the Company shall, in good faith, cause such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or shall be proportionately reduced Underwriters of a proposed Underwritten Offering to a number deemed satisfactory permit the Registrable Securities requested by the managing underwriter. With respect to each inclusion of securities in a registration statement Holders pursuant to this Section 9(a), 2.3 to be included in a Piggyback Registration on the selling Holders shall pay the fees same terms and disbursements conditions as any similar securities of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall pay all other costs and expenses of have no further right to participate in such Underwritten Offering. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.3 shall enter into an underwriting agreement in customary form with the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants Underwriter(s) selected for such Underwritten Offering by the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.

Piggyback Registration. If If, at any time, the Company at proposes to prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement covering equity or debt securities of the Company, or any time within two such securities of the Company held by its stockholders (2in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) years after complete exercise (for purposes of this WarrantArticle 2, but no more than seven (7) years from the date of this Warrantcollectively, proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 "Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiesStatement"), it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on by registered mail ("Notice") at least thirty (30) days prior to the filing of each such Registration Statement to ARC. Upon the written request of any such Holder given ARC, made within twenty (20) days after receipt of the Notice, that the Company include any such notice of the Shares and/or Warrant Stock in the proposed Registration Statement (which provided in the case of a request shall specify with regard to the Warrant Shares intended to be sold or disposed of by such Holder that VUSA and describe ARC have executed mutually agreeable two-year buffycoat pricing schedules and rebate programs as contemplated in the nature of any proposed sale or other disposition thereofAgreement), the Company will shall use its best efforts to cause all such effect the registration under the Securities Act of the resale of the Shares and/or Warrant SharesStock which it has been so requested to register ("Piggyback Registration"), at the Holders Company's sole cost and expense and at no cost or expense to ARC except as provided in Section 4E) hereof. Notwithstanding the provisions of which this Article 2, (i) the Company shall have requested the registration or qualification thereof, to be included in such registration statement proposed to be filed by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion right at any time after it shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement have given written notice pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements Article 2 (irrespective of special counsel and accountants whether any written request for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses inclusion of the registration, including but Shares shall have already been made) to elect not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of file any such registrationproposed Registration Statement, qualification, notification or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof; (ii) if the Company's managing underwriter, if any, of the offering for which a Registration Statement has been filed so requests in writing, the Shares shall not be offered or sold until the expiration of a date not to exceed 90 days from the effective date of the offering that gave rise to the Piggyback Registration, but any such request and deferral of the offer and sale shall not affect the Company's obligation to register for resale under the Securities Act the Shares. In the event of the termination of the Agreement by the Company and/or VUSA pursuant to Section 6.2 thereof, the registration rights provided by this Article 2 shall simultaneously terminate; and in the event of suspension of the Agreement pursuant to Section 6.1(d) thereof, such registration rights shall be correspondingly suspended. The termination or suspension of this Agreement shall not affect the Company's and/or VUSA's obligations hereunder with respect to (i) Warrant Stock that ARC has a vested right to acquire and/or Shares or (ii) Warrant Stock and/or Shares subject to a then effective Registration Statement.

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, Parent proposes to register file a Registration Statement under the 1933 Securities Act with respect to an offering of Parent Common Stock for (except by a) Parent’s own account (other than (i) a Registration Statement on Form S-4 or Form S-8 (or any substitute form that may be adopted by the SEC) or (ii) a Registration Statement or any successor forms theretofiled in connection with an offering of securities solely to Parent’s existing security holders) or qualify for (b) the account of any holder of Parent Common Stock (other than Stockholder) pursuant to a public distribution under Section 3(b) of the 1933 Actdemand registration requested by such holder, any of its securities, it then Parent will give written notice of such proposed filing to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereofStockholder as soon as practicable (but in no event less than 20 days before the anticipated filing date), and any Warrant Shares of its intention to do so and, on upon the written request of any such Holder request, given within twenty (20) 10 days after receipt delivery of any such notice by Parent, of Stockholder to include Registrable Securities in such registration (which request shall specify the Warrant Shares intended to be sold or disposed number of by such Holder and describe the nature of any Registrable Securities proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such registration statement proposed registration), Parent will, subject to be filed by Section 2.03, include all such Registrable Securities in such registration, on the Companysame terms and conditions as Parent’s or such holder’s Parent Common Stock (a “Piggyback Registration”); provided, however, that if a greater number if, at any time after giving written notice of Warrant Shares is offered for participation in such proposed filing and prior to the proposed offering than in business day prior to the reasonable opinion effective date of the managing underwriter of the proposed offering (which opinion shall be Registration Statement filed in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying connection with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or Parent shall determine for any reason not at to proceed with the request proposed registration of the Holderssecurities, more than six (6) months following then Parent may, at its election, give written notice of such determination to Stockholder and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration. Parent will control the effective date thereofdetermination of the form of any offering contemplated by this Section 2.02, including whether any such offering will be in the form of an underwritten offering and, if any such offering is in the form of an underwritten offering, Parent will select the lead Underwriter and any additional Underwriters in connection with such offering.

Piggyback Registration. If (a) After the First Year Lock-Up Expiration Date, if the Company at any time within two proposes to effect an Underwritten Public Offering of its Class A Common Stock for its own account or the account of any Stockholder (2other than (i) years after complete exercise pursuant to the IPO Follow-On Underwritten Offering, any Exchange Registration or Demand Registration or (ii) pursuant to a registration on Form S-4 or S‑8 or any successor or similar forms) (a “Piggyback Registration”), the Company will give written notice at least ten (10) business days prior to the anticipated launch of such Underwritten Public Offering to each of the H&F Holders and, following an AIC Demand Event, AIC, which notice shall set forth the Company’s intention to effect the Underwritten Public Offering and the rights of each of the H&F Holders and AIC, as applicable, under this Section 3.12 and shall offer each of the H&F Holders and AIC, as applicable, the opportunity to sell in such Underwritten Public Offering the number of shares of Class A Common Stock as each may request, subject to the restrictions on Transfers herein, the provisions of this WarrantSection 3.12 and, but no more than with respect to the H&F Holders, Section 2.01(d)(v). Upon the request of any H&F Holder or, following an AIC Demand Event, AIC, made within seven (7) years business days after the receipt of notice from the date of this Warrant, proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice Company (which request shall specify the Warrant Shares number of shares of Class A Common Stock intended to be sold by or disposed for the benefit of by such Holder and describe the nature of any proposed sale or other disposition thereofStockholder), the Company will shall use its reasonable best efforts to cause include in the Underwritten Public Offering all such Warrant Sharesshares that any H&F Holder or AIC have requested to be sold. Notwithstanding anything to the contrary herein, the H&F Holders of which shall have requested the registration or qualification thereof, to be included in such registration statement proposed to be filed by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement AIC must sell their Registrable Securities pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable 3.12 to the selling Holders’ shares, and underwriters selected by the Company shall pay all other costs and expenses of on the registration, including but not limited same terms and conditions as apply to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.

Piggyback Registration. (a) If the Company at any time within two (2) years after complete exercise the consummation by PRAECIS of this Warrant, but no more than seven (7) years from the date an initial public offering of this Warrant, Common Stock PRAECIS proposes to register under the 1933 Act (except including without limitation any registration effected by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under PRAECIS pursuant to Section 3(b) 6.2 of the 1933 Act, Stockholders Agreement) any of its securitiesauthorized but unissued Common Stock under the Securities Act on Forms X-0, it will X-0, X-0, XX-0, XX-0 or any other registration form at the time in effect on which Registrable Securities (as defined herein) could be registered for sale by Purchaser (other than a registration in connection with an acquisition of or merger with another entity or the sale of shares to employees, consultants or directors of PRAECIS pursuant to employee stock option, stock purchase or other employee benefit plans, provided that the only securities covered by such registration are the securities to be issued as part of such acquisition or merger or the securities to be sold to such employees, consultants or directors), PRAECIS shall on each such occasion give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares Purchaser of its intention so to do so do, describing such Common Stock to be registered and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, (x) whether or not such proposed registered offering will be an underwritten offering (an "Underwritten Offering") and, on if so, the identity of the investment banker or bankers that shall manage the offering (the "Managing Underwriter") and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting and (y) the price (net of any underwriting commissions, discounts and the like) at which the Registrable Securities, if any, are reasonably expected to be sold) if such disclosure is acceptable to the Managing Underwriter. Upon the written request of any such Holder given Purchaser delivered to PRAECIS within twenty (20) 30 calendar days after the receipt of any such notice (which request shall specify the Warrant Shares Registrable Securities intended to be sold or disposed of by such Holder Purchaser and describe the nature intended method of any proposed sale or other disposition thereof), the Company PRAECIS will use its reasonable best efforts to cause all such Warrant Shares, the Holders of which shall have requested effect the registration or qualification thereof, under the Securities Act of all of the Registrable Securities that PRAECIS has been so requested to be included in such registration statement proposed to be filed by the Companyregister; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.that:

Piggyback Registration. If the Company at (but without any time within two (2obligation to do so) years ---------------------- FNet proposes, after complete exercise of this Warrantits initial public offering, but no more than seven (7) years from the date of this Warrant, proposes to register (including for this purpose a registration effected by FNet for shareholders other than the Holders) any of its Common Stock under the 1933 Act in connection with the public offering of such securities solely for cash (except by other than a registration relating solely for the sale of securities to participants in a Company stock plan or a registration on Form S-4 or Form S-8 Registration Statement promulgated under the Act or any successor forms thereto) or qualify similar form registering stock issuable upon a reclassification, upon a business combination involving an exchange of securities or upon an exchange offer for a public distribution under Section 3(b) securities of the 1933 Actissuer or another entity), any of its securitiesFNet shall, it will at such time, promptly give each Holder written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on such registration (a "Piggyback Registration Statement"). Upon the written request of any such each Holder given by fax within twenty ten (2010) days after receipt mailing of any such notice (which request by FNet, FNet shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such registration statement proposed under the Act all of the FNet Shares issuable upon exercise of this Warrant (the "FNet Registrable Securities") that each such Holder has requested to be filed by registered ("Piggyback Registration") to the Companyextent such inclusion does not violate the registration rights of any other Security holder of FNet granted prior to the date hereof; provided, however, nothing herein shall prevent FNet from withdrawing or abandoning the registration statement prior to its effectiveness. The election of initiating Holders to participate in a Piggyback Registration Statement shall not impact the amount payable to investors pursuant to Section 2(a) herein except that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion Late Registration Payment shall cease to accrue as of the managing underwriter date of effectiveness of the proposed offering Piggyback Registration Statement. These rights shall exist as to one (which opinion shall be in writing and delivered to the Holders1) can be accommodated without adversely affecting the proposed offeringsuch Registration Statement, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as unless an underwriter limits the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the Holder's securities to be offered are included in such Registration Statement to be registered or qualified. The Company need not maintain the effectiveness less than all of any such registrationHolder's securities, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofas set forth below.

Piggyback Registration. If the Company at proposes for any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes reason ---------------------- to register Primary Shares under the 1933 Securities Act (except by a other than on Form S-4 or Form S-8 Registration Statement promulgated under the Securities Act or any successor forms thereto) or qualify for by filing a public distribution under Section 3(bregistration statement with the Securities and Exchange Commission (the "Commission") and such registration, together with any prior registration(s) of Primary Shares (as hereinafter defined) (other than on Form S-4 or Form S-8 promulgated under the 1933 ActSecurities Act or any successor forms thereto), would cause the Company to have registered in excess of $3,000,000 of Primary Shares (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), then the Warrantholders shall be entitled to piggyback registration rights, as set forth herein, with respect to such registration and all subsequent registrations of its securitiesPrimary Shares or Other Shares (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto). If the Company proposes for any reason to register Primary Shares or Other Shares, it will and such registration is a registration as to which the Warrantholders have piggyback registration rights pursuant to the previous sentence, the Company shall promptly give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares the Warrantholders of its intention to do so register such Primary Shares or Other Shares and, on upon the written request of any such Holder given request, delivered to the Company within twenty (20) 15 days after receipt delivery of any such notice by the Company, of the Warrantholders to include in such registration Warrant Securities (which request shall specify the number of Warrant Shares intended Securities proposed to be sold or disposed of by included in such Holder and describe the nature of any proposed sale or other disposition thereofregistration), the Company will shall use its commercially reasonable best efforts to cause all such Warrant Shares, Securities of the Holders of which shall have requested the registration or qualification thereof, Warrantholders delivering such notice to be included in such registration statement proposed to be filed by on the Companysame terms and conditions as the securities otherwise being sold in such registration; provided, however, that if a greater number the managing underwriter, if any, for the offering in good faith advises the Company that the inclusion of all Warrant Shares is offered for participation Securities requested to be included in such registration would interfere with the proposed offering than in the reasonable opinion successful marketing (including pricing) of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Primary Shares or Other Shares proposed to be offered registered by such Holders for registrationthe Company, as well as then the number of securities of any other selling shareholders participating Primary Shares, Warrant Securities and Other Shares proposed to be included in such registration shall be included in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.order:

Piggyback Registration. If the Company If, at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, Holdings proposes to register file a registration statement or statements under the 1933 Act (except by together with any registration statement filed pursuant to a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution demand made under Section 3(b4.2, “Registration Statement”) for the public sale of the 1933 ActCommon Stock for cash (other than in connection with a merger or pursuant to Form X-0, any of its securities, Xxxx X-0 or comparable registration statement); it will give written notice by registered mail, at least thirty (30) days prior to all Holders the filing of this Warranteach such registration statement, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares each Party of its intention to do so. If any Party (all such Parties collectively with any Parties who have made a demand pursuant to Section 4.2 if the context so andrequires, on the written request of any such Holder given “Registering Parties”) notifies Holdings within twenty ten (2010) business days after receipt delivery of any such notice of its desire to include any such Common Stock (which request including Common Stock underlying Derivative Securities) (all such shares, “Piggyback Shares”) in such proposed Registration Statement, Holdings shall specify afford such Registering Party the Warrant opportunity to have any Piggyback Shares intended to be sold or disposed of owned by such Holder and describe Party registered under such Registration Statement; provided, however, that in the nature case of an underwritten offering, if the managing underwriter notifies any Registering Party that the inclusion in the registration statement of any proposed sale or other disposition thereof)portion of its Piggyback Shares would have an adverse effect on such underwritten offering, then the Company will use its best efforts to cause all such Warrant Shares, managing underwriter may limit the Holders number of which shall have requested the registration or qualification thereof, Piggyback Shares to be included in such registration statement proposed only to the extent necessary to avoid such adverse effect (an “Underwriter’s Cutback”). Such limit will apply pro rata among the Registering Parties based upon the number of Piggyback Shares such Parties have requested to be filed by the Company; provided, however, so included (provided that if a greater number the Registration Statement is being filed pursuant to Section 4.2 below, then, as among the holders of Warrant Shares is offered for participation Demand Securities (as defined below) and the Securities held by other Parties, any Underwriter’s Cutback shall first be applied to such other Parties’ Securities); and in the proposed offering event securities of Holdings held by any person or entity other than Holdings or the Parties (“Third Party Securities”) are to be included in the reasonable opinion of such underwritten offering, and the managing underwriter of the proposed offering (which opinion shall have determined to effectuate an Underwriter’s Cutback, then such limitation shall first be in writing and delivered applied to the Holders) can be accommodated without adversely affecting Third Party Securities, and then to the proposed offeringPiggyback Shares. Notwithstanding the provisions of this Section 4.1, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating except in the registrationcase of a Demand Registration Statement, Holdings shall not be included or have the right at any time after it shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement have given written notice pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements 4.1 (irrespective of special counsel and accountants whether a written request for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness inclusion of any such registration, qualification, notification securities shall have been made) to elect not to file any such proposed registration statements or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof.

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register file a Registration Statement under the 1933 Securities Act with respect to an offering of Company Common Stock for (except by a) the Company’s own account (other than (i) a Registration Statement on Form S-4 or Form S-8 (or any substitute form that may be adopted by the SEC) or (ii) a Registration Statement or any successor forms theretofiled in connection with an offering of securities solely to the Company’s existing security holders) or qualify for (b) the account of any holder of Company Common Stock (other than Tengelmann) pursuant to a public distribution under Section 3(b) of demand registration requested by such holder, then the 1933 Act, any of its securities, it Company will give written notice of such proposed filing to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereofTengelmann as soon as practicable (but in no event less than 20 days before the anticipated filing date), and any Warrant Shares of its intention to do so and, on upon the written request of any such Holder request, given within twenty (20) 10 days after receipt delivery of any such notice by the Company, of Tengelmann to include Registrable Securities in such registration (which request shall specify the Warrant Shares intended to be sold or disposed number of by such Holder and describe the nature of any Registrable Securities proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such registration), the Company will, subject to Section 3.03, include all such Registrable Securities in such registration statement proposed to be filed by on the same terms and conditions as the Company’s or such holder’s Company Common Stock (a “Piggyback Registration”); provided, however, that if a greater number at any time after giving written notice of Warrant Shares is offered such proposed filing and prior to the business day prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for participation in any reason not to proceed with the proposed offering than in the reasonable opinion registration of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offeringsecurities, then the amount Company may, at its election, give written notice of Warrant Shares proposed such determination to Tengelmann and, thereupon, will be offered by relieved of its obligation to register any Registrable Securities in connection with such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain will control the effectiveness determination of the form of any offering contemplated by this Section 3.02, including whether any such registrationoffering will be in the form of an Underwritten Offering and, qualificationif any such offering is in the form of an Underwritten Offering, notification or approval, whether or not at (i) the request of Company will select the Holders, more than six lead Underwriter and any additional Underwriters in connection with such offering and (6ii) months following Tengelmann’s right to participate shall be conditioned on Tengelmann entering into an underwriting agreement in customary form and acting in accordance with the effective date provisions thereof.

Piggyback Registration. If the Company at any time within two prior to the expiration of the Registration Period, (2i) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, Company proposes to register shares of Common Stock under the 1933 Securities Act in connection with the public offering of such shares for cash (except by other than a registration relating solely to the sale of securities to participants in a Company stock plan or employee stock award or a registration on Form S-4 or Form S-8 Registration Statement under the Securities Act or any successor forms thereto) or qualify similar form registering stock issuable upon a reclassification, a business combination involving an exchange of securities or an exchange offer for a public distribution under Section 3(b) securities of the 1933 Actissuer or another entity, any or a registration statement on Form S-3 covering the resale of its securitiessecurities issued in connection with a corporate acquisition) (a "Proposed Registration") and (ii) --------------------- a registration statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, it will the Company shall, at such time, promptly give each Holder written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on the written request of any such Proposed Registration. Each Holder given within shall have twenty (20) days after from its receipt of any such notice (which to deliver to the Company a written request shall specify specifying the Warrant Shares intended to be sold or disposed amount of by Registrable Securities that such Holder intends to sell and describe the nature such Holder's intended method of any proposed sale or other disposition thereof)distribution. Upon receipt of such request, the Company will shall use its best efforts to cause all such Warrant Shares, Registrable Securities which the Holders of which shall have Company has been requested the registration or qualification thereof, to register to be included registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such registration statement proposed to be filed by the CompanyHolder; provided, however, that if the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of the Company or for shareholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a greater limitation on the number of Warrant Shares is offered for participation shares of Common Stock which may be included in the proposed offering than Registration Statement because, in the reasonable opinion judgment of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered such underwriter(s), marketing or other factors dictate such limitation is necessary to the Holders) can be accommodated without adversely affecting the proposed facilitate such offering, then the amount Company shall be obligated to include in such Registration Statement only such limited portion of Warrant Shares proposed the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any such exclusion of Registrable Securities shall be offered by such made pro rata among the Holders for registrationseeking to include Registrable Securities in the Registration Statement, as well as in proportion to the number of securities of any other selling shareholders participating in the registration, shall not Registrable Securities sought to be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a)such Holders; provided, the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holdershowever, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and that the Company shall pay not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other costs and expenses of securities having the registration, including but not limited right to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for include such securities in the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofRegistration Statement.

Piggyback Registration. If (x) the Company Corporation at any time within two proposes for any reason to register or offer Primary Shares or Other Shares (2other than in an Excluded Registration) years after complete exercise of this Warrant, but no more than seven or (7y) years from the date of this Warrant, any Holder proposes to register or offer any Registrable Shares pursuant to the terms of this Agreement (including any Underwritten Shelf Takedown), in each case under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Securities Act, any in the case of its securitiesclause (x), it will the Corporation shall give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares each Holder of its intention to do so register or offer such Primary Shares or Other Shares, and in the case of clause (y) the applicable Holder shall give written notice to the Corporation of its intention to so register or offer its Registrable Shares, in each case at least ten (10) days before the initial filing of the registration statement related thereto or any offering thereunder and, on in the case of clause (y) the Corporation shall promptly give written request of any such Holder given notice thereof to each other Holder, and, upon the request, delivered to the Corporation within twenty five (205) days after receipt delivery of any such notice by the Corporation, of any Holder to include in such registration or offering Registrable Shares (which request shall specify the Warrant number of Registrable Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such registration statement proposed or offering), the Corporation shall use commercially reasonable efforts to cause all such Registrable Shares to be filed included in such registration or offering on the same terms and conditions as the securities otherwise being sold in such registration or offering; provided that in the event an Underwritten Shelf Takedown is a “bought deal” or overnight transaction, the Corporation shall give written notice of such Underwritten Shelf Takedown to all other Holders of Registrable Shares within one (1) business day of the day the request is received by the CompanyCorporation, and Holders shall provide written requests for inclusion therein within two (2) business days of receiving such notice; provided, further, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter advises the Corporation that the inclusion of all Registrable Shares requested to be included in any registration or offering would interfere with the successful marketing (including pricing) of an offering of the Primary Shares, Other Shares or Registrable Shares, as applicable, proposed offering (which opinion shall to be in writing registered, then, the number of Primary Shares, Registrable Shares and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Other Shares proposed to be offered by included in such Holders for registration, as well as the number of securities of any other selling shareholders participating registration or offering shall be included in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.order:

Piggyback Registration. (a) If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, Parent proposes to register file a Registration Statement under the 1933 Securities Act with respect to equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of Parent (except or by Parent and by the stockholders of Parent including, without limitation, pursuant to Section 2.2 hereof) on a Form S-4 or Form S-8 form that would permit registration of Registrable Securities, other than a Registration Statement (i) filed in connection with any employee stock option or any successor forms theretoother benefit plan, (ii) for an exchange offer or qualify offering of securities solely to Parent’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of Parent, (iv) for a public distribution under Section 3(bdividend reinvestment plan or (v) of the 1933 Acton Form S-4, any of its securities, it will then Parent shall give written notice of such proposed filing to all Holders of this Warrantthe Investors of Registrable Securities as soon as practicable but not less than ten days before the anticipated filing date of such Registration Statement, any Warrants issued pursuant to Section 2 and/or Section 3(awhich notice shall (A) hereof, and any Warrant Shares of its intention to do so and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature amount and type of any proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, securities to be included in such registration statement offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Investors the opportunity to register the sale of such number of Registrable Securities as such Investors may request in writing within five days after receipt of such written notice (in the case of an “overnight” or “bought” offering, such requests must be filed made by the CompanyInvestors within three Business Days after the delivery of any such notice by Parent) (such Registration a “Piggyback Registration”); provided, however, that if a greater number Parent has been advised in writing by the managing Underwriter(s) that the inclusion of Warrant Shares is offered Registrable Securities for participation sale for the benefit of the Investors will have an adverse effect on the price, timing or distribution of the Common Stock in the proposed offering than Underwritten Offering, then (1) if no Registrable Securities can be included in the reasonable Underwritten Offering in the opinion of the managing underwriter Underwriter(s), Parent shall not be required to offer such opportunity to the Investors or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offeringmanaging Underwriter(s), then the amount of Warrant Shares proposed Registrable Securities to be offered by for the accounts of Investors shall be determined based on the provisions of Section 2.3(b). Subject to Section 2.3(b), Parent shall, in good faith, cause such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or shall be proportionately reduced Underwriters of a proposed Underwritten Offering to a number deemed satisfactory permit the Registrable Securities requested by the managing underwriter. With respect to each inclusion of securities in a registration statement Investors pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities 2.3 to be offered are included in a Piggyback Registration on the same terms and conditions as any similar securities of Parent included in such Registration and to be registered permit the sale or qualifiedother disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The Company need not maintain If no written request for inclusion from an Investor is received within the effectiveness of any specified time, each such registration, qualification, notification or approval, whether or not at Investor shall have no further right to participate in such Underwritten Offering. All such Investors proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.3 shall enter into an underwriting agreement in customary form with the request of the Holders, more than six (6Underwriter(s) months following the effective date thereofselected for such Underwritten Offering by Parent.

Piggyback Registration. If the Company proposes (whether on its own behalf or at the request of any time within two (2other person or entity) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register any security under the 1933 Securities Act on any registration form (except by otherwise than for the registration of securities to be offered and sold pursuant to (a) an employee benefit plan, (b) a dividend or interest reinvestment plan, (c) other similar plans or (d) reclassifications of securities, mergers, consolidations and acquisitions of assets on Form S-4 or Form S-8 Registration Statement or any successor forms thereto) prescribed by the Commission permitting a secondary offering or qualify for a public distribution under Section 3(b) distribution, not less than 60 days prior to each such registration, the Company shall give to the holders of the 1933 Act, any Warrants or shares of its securities, it will give Common Stock issuable upon the exercise thereof written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(asuch proposal which shall describe in detail the proposed registration and distribution (including those jurisdictions where registration or qualification under the securities or blue sky laws is intended) hereof, and any Warrant Shares of its intention to do so and, on upon the written request of any such Holder holder of a Warrant or shares of Common Stock issuable upon the exercise thereof given within twenty (20) 30 days after receipt the date of any such notice (which request shall specify the Warrant Shares intended notice, proceed to include in such registration such shares of Common Stock as have been requested by any such holder to be sold or disposed of by included in such Holder and describe the nature of any proposed sale or other disposition thereof)registration; provided, however, that the Company shall not be required to include fewer than 50,000 shares (subject to adjustment upon any combination or split of shares or similar event) of Common Stock in any such registration pursuant to this Section 8.2(a). Any holder of a Warrant or shares of Common Stock issuable upon the exercise thereof shall in its request describe briefly the proposed disposition of such shares of Common Stock. The Company will in each instance use its best efforts to cause all such Warrant Shares, any shares of Common Stock issuable upon the Holders exercise of the Warrants (the holders of which shall have so requested registration thereof) to be registered under the Securities Act and qualified under the securities or blue sky laws of any jurisdiction requested by a prospective seller, all to the extent necessary to permit the sale or other disposition thereof (in the manner stated in such request) by a prospective seller of the securities so registered. If the managing underwriter, who shall be selected by the Company (subject to the approval, not unreasonably withheld, of a majority of the holders that have requested registration or qualification thereof(which must include First Source if First Source is then a holder and requesting registration)) to manage the distribution of the shares of Common Stock being registered, advises the Company in writing that, in its opinion, the inclusion of the shares of Common Stock requested to be included in such registration statement by a holder of a Warrant or shares of Common Stock issuable upon the exercise thereof with the securities being registered by the Company and other prospective sellers would materially adversely affect the distribution of all such securities, then: (a) (i) if such registration has been initially proposed by the Company, the Company shall include in such registration the number of shares proposed to be filed registered by the Company; provided, however, that if a greater number Company and by the holders of Warrant Shares is offered for participation the Warrants or shares of Common Stock issuable upon the exercise thereof before including any other securities in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as and, if an additional reduction in the number of securities being registered is necessary, the Company shall include in such registration such shares of the Company and the holders of the Warrants or shares of Common Stock issuable upon the exercise thereof pro rata based on the number of shares originally proposed to be registered by the Company and by the holders of the Warrants or shares of Common Stock issuable upon the exercise thereof or (ii) if such registration has been initially proposed by a holder of securities other than the Company or the holders of Warrants or shares of Common Stock issuable upon exercise thereof, the Company shall include in such registration the number of shares proposed to be registered by such other holder and the holders of Warrants or shares of Common Stock issuable upon exercise thereof before including any other securities in the registration and, if an additional reduction in the number of securities being registered is necessary, the Company shall include in such registration such shares of such other holder and the holders of Warrants or shares of Common Stock issuable upon exercise thereof pro rata based on the number of shares originally proposed to be registered by such other holder and by each holder of Warrants or shares of Common Stock issuable upon exercise thereof; or (b) any holder of a Warrant or shares of Common Stock issuable upon the exercise thereof may, at its sole option, delay its offering and sale for a period not to exceed 120 days after the effective date of such registration as such managing underwriter shall reasonably request. In the event of such delay, the Company: (i) shall use its best efforts to effect any registration or qualification under the Securities Act and the securities or blue sky laws of any jurisdiction as may be necessary to permit such prospective seller to make its proposed offering and sale following the end of such period of delay; and (ii) during such period of delay and for at least 90 days thereafter, shall not file or cause to be effected any other registration of its capital stock or securities convertible into or exchangeable or exercisable for any such capital stock, whether on its own behalf or at the request of any other selling shareholders participating in the registrationperson or entity, and shall not sell any shares of its capital stock or securities convertible into or exchangeable or exercisable for any such capital stock. The holder of a Warrant or shares of Common Stock issuable upon the exercise thereof who has requested shares of Common Stock to be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a)8.2(a) by acceptance hereof or thereof, the selling Holders agrees to execute an underwriting agreement with such underwriter that is (i) reasonably satisfactory to such holder and (ii) in customary form. Nothing in this Section 8.2(a) shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable be deemed to the selling Holders’ shares, and require the Company shall pay all other costs and expenses to proceed with any registration of its securities after giving the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofnotice herein provided.

Piggyback Registration. (a) If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, Company proposes to register file a Registration Statement under the 1933 Securities Act with respect to an Underwritten Offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (except or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.02 hereof) on a Form S-4 or Form S-8 form that would permit registration of Registrable Securities, other than a Registration Statement (i) filed in connection with any employee stock option or any successor forms theretoother benefit plan, (ii) for an exchange offer or qualify offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a public distribution under Section 3(bdividend reinvestment plan or (v) of on Form S-4, then the 1933 Act, any of its securities, it will Company shall give written notice of such proposed filing to all of the Holders of this WarrantRegistrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, any Warrants issued pursuant which notice shall (A) describe the amount and type of securities to Section 2 and/or Section 3(abe included in such offering, the intended method(s) hereofof distribution, and any Warrant Shares the name of its intention the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to do so and, on all of the written Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request of any such Holder given in writing within twenty five (205) days after receipt of such written notice (in the case of an “overnight” or “bought” offering, such requests must be made by the Holders within one (1) Business Day after the delivery of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such registration statement proposed to be filed by the Company) (such Registration a “Piggyback Registration”); provided, however, that if a greater number the Company has been advised by the managing Underwriter(s) that the inclusion of Warrant Shares is offered Registrable Securities for participation sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Stock in the proposed offering than Underwritten Offering, then (A) if no Registrable Securities can be included in the reasonable Underwritten Offering in the opinion of the managing underwriter Underwriter(s), the Company shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offeringmanaging Underwriter(s), then the amount of Warrant Shares proposed Registrable Securities to be offered by for the accounts of Holders shall be determined based on the provisions of Section 2.03(b). Subject to Section 2.03(b), the Company shall, in good faith, cause such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or shall be proportionately reduced Underwriters of a proposed Underwritten Offering to a number deemed satisfactory permit the Registrable Securities requested by the managing underwriter. With respect to each inclusion of securities in a registration statement Holders pursuant to this Section 9(a), 2.03 to be included in a Piggyback Registration on the selling Holders shall pay the fees same terms and disbursements conditions as any similar securities of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall pay all other costs and expenses of have no further right to participate in such Underwritten Offering. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.03 shall enter into an underwriting agreement in customary form with the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants Underwriter(s) selected for such Underwritten Offering by the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.

Piggyback Registration. If the Company Subject to Section 2(l), if, at any time within two (2) years after complete exercise of this Warrantwhile there still remain Registrable Securities, but the Company is no more than seven (7) years from longer eligible to use or, notwithstanding its obligations under Section 2(a)(i), otherwise a Shelf Registration Statement registering the date of this WarrantShares for resale is not effective, the Company proposes to register file a new registration statement under the 1933 Securities Act with respect to an offering of EQR Common Shares for (except by i) the Company’s own account (other than a registration statement on Form S-4 or Form S-8 Registration Statement (or any successor forms theretosubstitute form that may be adopted by the Commission) or qualify for with respect to a public distribution under Section 3(bCompany at-the-market offering program (“ATM Program”) or Company dividend reinvestment plans) or (ii) the account of any holder of EQR Common Shares (other than a LBHI Group Member), then the 1933 Act, any of its securities, it will Company shall give written notice of such proposed filing to all Holders LBHI as soon as reasonably practicable (but in no event less than ten (10) days before the anticipated filing date of this Warrantsuch new registration statement). Upon a written request, any Warrants issued pursuant given by LBHI to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on the written request of any such Holder given Company within twenty five (205) days after receipt delivery of any such notice by the Company, to include Registrable Securities in such Registration (which request shall specify the Warrant Shares intended to be sold or disposed number of by such Holder and describe the nature of any Registrable Securities proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such new registration statement proposed if such registration statement is not a “pay as you go” Automatic Shelf Registration Statement), the Company shall, subject to be filed by Section 2(i), include all such requested Registrable Securities in such new registration statement on the same terms and conditions as applicable to the Company; provided’s or such holder’s EQR Common Shares (a “Piggyback Registration”). Notwithstanding the foregoing, howeverif at any time after giving written notice of such proposed filing and prior to the effective date of such new registration statement, that if a greater number of Warrant Shares is offered the Company or such holders shall determine for participation in any reason not to proceed with the proposed offering than in the reasonable opinion filing of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offeringnew registration statement, then the amount Company may, at its election, give written notice of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable determination to the selling Holders’ sharesLBHI Group and, and the Company shall pay all other costs and expenses thereupon, will be relieved of the registration, including but not limited its obligation to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying Register any Registrable Securities in connection with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofnew registration statement.

Piggyback Registration. If the Company If, at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from commencing on the date of this WarrantAgreement, and expiring on the Expiration Date, the Company proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities, not registered on the date hereof, under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8) it will give written notice by registered mail, at least thirty (30) days prior to all the filing of each such registration statement, to the Holders of this Warrant, any the Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any the Warrant Shares of its intention to do so and, on so. If any of the written request Holders of any such Holder given the Warrants and/or Warrant Shares notify the Company within twenty (20) days after receipt mailing of any such notice (which request shall specify the Warrant Shares intended of its or their desire to be sold or disposed of by include any such Holder and describe the nature of any securities in such proposed sale or other disposition thereof)registration statement, the Company will use its best efforts shall afford such Holders of the Warrants and/or Warrant Shares the opportunity to cause all have any such Warrant Shares, Shares registered under such registration statement. In the Holders event that the managing underwriter for said offering advises the Company in writing that in the underwriter's opinion the number of which shall have securities requested the registration or qualification thereof, to be included in such registration statement proposed to exceeds the number which can be filed by the Company; provided, however, that if sold in such offering without causing a greater number of Warrant Shares is offered for participation diminution in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without price or otherwise adversely affecting the proposed offering, then the amount of Warrant Shares proposed Company will include in such registration (a) first, the securities the Company proposes to be offered sell, (b) second, the securities held by such Holders the entities that made the demand for registration, as well as (c) third, the Warrants and/or Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrants and/or Warrant Shares on the basis of the number of Warrants and/or Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities of any other selling shareholders participating in the registration, shall not requested to be included or in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall be proportionately reduced to a number deemed satisfactory by have the managing underwriter. With respect to each inclusion of securities in a registration statement right at any time after it shall have given written notice pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements 9.2 (irrespective of special counsel and accountants whether a written request for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness inclusion of any such registration, qualification, notification securities shall have been made) to elect not to file any such proposed registration statement or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof.

Piggyback Registration. (a) If the Company at any time proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including pursuant to Section 2.2), other than an Exempted Registration Statement, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days (or, in the case of a Block Trade, five (5) Business Days) before the anticipated filing date of such Registration Statement, which notice shall (i) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf Registration Statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) such Holders’ rights under this Section 2.4 and (iii) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (or in the case of a Block Trade, within two (2) years after complete exercise of this WarrantBusiness Days) (such Registration a “Piggyback Registration”). The Company shall, but no more than seven (7) years from in good faith, cause such Registrable Securities identified in a Holder’s response notice described in the date of this Warrant, proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, foregoing sentence to be included in such registration statement Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to be filed permit the Registrable Securities requested by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a2.4(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.4(a), subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the selling Holders shall pay the fees and disbursements of special counsel and accountants Underwriter(s) selected for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and such Underwritten Offering by the Company shall pay all other costs and expenses of or Company stockholder(s) for whose account the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities Registration Statement is to be offered are filed. For purposes of this Section 2.4, the filing by the Company of an automatic shelf Registration Statement for offerings pursuant to be registered or qualified. The Company need Rule 415(a) that omits information with respect to any specific offering pursuant to Rule 430B shall not maintain the effectiveness of trigger any such registration, qualification, notification or approval, whether participation rights hereunder until such time as the Company amends or not at supplements such Registration Statement to include information with respect to a specific offering of Securities (and such amendment or supplement shall trigger the request of the Holders, more than six (6) months following the effective date thereofnotice and participation rights provided for in this Section 2.4).

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiesCommon Stock under the Securities Act for sale to the public (including pursuant to a demand under Section 2 hereof as provided therein and except with respect to registration statements on Forms S-4, S-8 or another form not available for registering the Registrable Xxxxxxxies for sale to the public), each such time it will give written notice at the applicable address of record to all Holders each holder of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares Registrable Securities of its intention to do so and, on so. Upon the written request of any of such Holder holders of the Registrable Securities, given within twenty thirty (2030) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature Person of any proposed sale or other disposition thereof)such notice, the Company will will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all such Warrant Shares, the Holders Registrable Securities of which shall have requested the registration or qualification thereof, said requesting holders to be included in registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such registration statement proposed to be filed by the Companysale or other disposition of said Registrable Securities; provided, however, that if a greater number of Warrant Shares the Company is offered for participation advised in the proposed offering than writing in the reasonable opinion of the good faith by any managing underwriter of the proposed Company's securities being offered in a public offering pursuant to such registration statement that the amount to be sold by Persons other than the Company (collectively, "SELLING STOCKHOLDERS") is greater than the amount which opinion shall be in writing and delivered to the Holders) can be accommodated offered without adversely affecting the proposed offering, then the Company may reduce the amount offered for the accounts of Warrant Shares proposed to be offered by Selling Stockholders (including such Holders for registration, as well as the number holders of securities shares of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced Registrable Securities) to a number deemed satisfactory by the such managing underwriter. With ; and provided further, that the shares to be excluded shall be determined in the following sequence (except with respect to a demand under Section 2 hereof): (i) first, securities held by any Persons not having any such contractual, incidental registration rights; (ii) second, securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement; (iii) third, securities held by the Founders (as defined in the Stock Purchase Agreement, dated as of June 19, 1999, by and among the Company, the Founders and the investors named in Exhibit A thereto); and (iv) fourth, all Registrable Securities in each inclusion case as determined on a pro rata basis in accordance with their holdings. Notwithstanding the foregoing, in no event shall the number of securities Registrable Securities included in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements section be reduced to less than twenty percent (20%) of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities shares to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofregistered.