Common use of Right to Participate Clause in Contracts

Right to Participate. If, on or after the Spin-Off Notice Date, the Company at any time proposes to register any of its securities under the Securities Act (other than by a registration on Form S-4 or S-8 or any successor or similar forms or filed in connection with an exchange offer or any offering of securities solely to the Company's existing stockholders) the Company shall give prompt written notice to each Holder of Registrable Securities of its intention to do so and of the rights of the Holders under this Section 3. Upon the terms and subject to the conditions of this Agreement, upon the written request of any Holder (each, a "Participating Holder") made within 30 days after the delivery of any such notice by the Company (which request shall specify the Registrable Securities intended to be disposed of by any Participating Holder and the intended method or methods of such disposition), the Company shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Participating Holders (the "Participating Registrable Securities"), to the extent required or reasonably deemed appropriate by such Participating Holders to permit the disposition (in accordance with the intended methods thereof specified by the Participating Holders), of the Participating Registrable Securities so to be registered. If, at any time after giving written notice of its intention to register any such securities and prior to the effective date of the registration statement filed in connection with such registration, the Company determines for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Participating Holder and, thereupon, (i) in the case of a determination not to register, the Company need not register any Participating Registrable Securities in connection with such registration (but shall, in such case, pay the reasonable fees and expenses of counsel (but of no more than one counsel in an amount not to exceed $20,000) to the Participating Holders in addition to the Registration Expenses), without prejudice, however, to the rights of the Participating Holders to request that such registration be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, the Company may delay registering any Participating Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3 shall relieve the Company of its obligation to effect any registration upon request under Section 2.

Right to Participate. IfIf a Selling Holder intends to sell any Offered Shares to a third party, on or after Goldman shall have the Spinright to participate in any sale to a Proposed Transferee upon the same terms and conditions as set forth in the Transfer Notice (the “Co-Off Notice DateSale Right”), the Company at any time proposes subject to register any of its securities under the Securities Act (other than by a registration on Form S-4 or S-8 or any successor or similar forms or filed in connection with an exchange offer or any offering of securities solely to the Company's existing stockholders) the Company shall give prompt written notice to each Holder of Registrable Securities of its intention to do so and of the rights of the Holders under this Section 3. Upon the terms and subject conditions set forth in this Agreement. Goldman may exercise its Co-Sale Right by delivering to the conditions of this AgreementSelling Holder proposing to sell or transfer Offered Shares, upon the written request of any Holder (each, a "Participating Holder") made within 30 five business days after the delivery of any such notice by the Company (which request shall specify the Registrable Securities intended to be disposed of by any Participating Holder and the intended method or methods of such disposition), the Company shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Participating Holders (the "Participating Registrable Securities"), to the extent required or reasonably deemed appropriate by such Participating Holders to permit the disposition (in accordance with the intended methods thereof specified by the Participating Holders), receipt of the Participating Registrable Securities so to be registered. IfTransfer Notice, at any time after giving written notice of its intention to register any such securities and prior participate, specifying the number of shares of Common Stock Goldman desires to sell to the effective date Proposed Transferee which number shall in no event exceed the product of (x) the quotient of (a) the number of shares of Common Stock Goldman has acquired and holds as a result of, or may acquire, upon exercise of the registration statement filed in connection with such registration, the Company determines for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Participating Holder and, thereupon, New Warrant (i) as defined in the case Purchase Agreement) or such other warrant that has been issued to Goldman upon partial exercise or transfer of a determination not the New Warrant divided by (b) the sum of the aggregate number of shares of Common Stock then held by the Investors (assuming full conversion and exercise of all convertible or exercisable securities) plus the number of shares of Common Stock then held by Goldman (assuming full exercise of the New Warrant or such other warrant that has been issued to registerGoldman upon partial transfer or exercise of the New Warrant) multiplied by (y) the number of shares of Common Stock to be acquired by the Proposed Transferee (the “Transferred Shares”), the Company need not register any Participating Registrable Securities in connection with such registration (but shall, in such case, pay the reasonable fees and expenses of counsel (but of no more than one counsel in an amount not to exceed $20,000) rounded down to the Participating Holders in addition nearest whole number. At the closing of the purchase and sale of the Transferred Shares, as determined by the Selling Holder and the Proposed Transferee, Goldman shall deliver to the Registration Expenses)Selling Holder or a designated agent one or more certificates representing the number of shares of Common Stock Goldman elects to sell hereunder, without prejudice, however, duly endorsed for transfer to the rights of the Participating Holders to request that such registration be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, the Company may delay registering any Participating Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3 shall relieve the Company of its obligation to effect any registration upon request under Section 2Proposed Transferee.

Right to Participate. If, on or after So long as the Spin-Off Notice DateNote remains outstanding, the Company at Purchaser will have a right to participate in any time proposes to register sales of any of its securities under the Securities Act (other than by a registration on Form S-4 or S-8 or any successor or similar forms or filed in connection with an exchange offer or any offering of securities solely to the Company's existing stockholders) securities in a capital raising transaction on the terms and conditions set forth in this Section 6.3. During such period, the Company shall give prompt ten Business Days advance written notice to each Holder the Purchaser prior to any non-public offer or sale of Registrable Securities of its intention to do so and any of the Company's capital stock or any Common Stock Equivalents in a capital raising transaction by providing to the Purchaser a comprehensive term sheet containing all significant business terms of such a proposed transaction. The Purchaser shall have the right to participate in such proposed transaction and to purchase 25 percent of such securities which are the subject of such proposed transaction for the same consideration and on the same terms and conditions as contemplated for such third-party sale (or such lesser portion thereof as specified by the Purchaser). If the Purchaser elects to exercise its rights hereunder it must deliver written notice to the Company within five (5) Business Days following receipt of the Holders under this Section 3notice and comprehensive term sheet from the Company, which notice from the Purchaser shall be contingent upon receipt of satisfactory definitive documents for such transaction from the Company. Upon If, subsequent to the Company giving notice to the Purchaser hereunder but prior to the Purchaser exercising its right to participate (or the expiration of the five-day period without response from the Purchaser or the rejection of such offer for such financing by the Purchaser), the terms and subject conditions of the proposed third-party sale are changed from that disclosed in the comprehensive term sheet provided to the conditions of this Agreement, upon the written request of any Holder (each, a "Participating Holder") made within 30 days after the delivery of any such notice by the Company (which request shall specify the Registrable Securities intended to be disposed of by any Participating Holder and the intended method or methods of such disposition)Purchaser, the Company shall use be required to provide a new notice and comprehensive term sheet reflecting such revised terms to the Purchaser hereunder and the Purchaser shall have the right, which must be exercised within five (5) Business Days of such new notice and such revised comprehensive term sheet, to exercise its best efforts rights to effect purchase the registration under securities on such changed terms and conditions as provided hereunder. In the Securities Act of all Registrable Securities which event the Purchaser does not exercise its rights hereunder with respect to a proposed transaction within the period or periods provided, or affirmatively declines to engage in such proposed transaction with the Company, then the Company has been so requested to register by may proceed with such Participating Holders (proposed transaction on the "Participating Registrable Securities"), same terms and conditions as noticed to the extent required or reasonably deemed appropriate by such Participating Holders Purchaser (assuming the Purchaser has consented to permit the disposition (in accordance transaction, if required, pursuant to Section 6.2 of this Agreement) with the intended methods thereof specified by Purchaser if it has elected to participate in such proposed transaction, provided that if such proposed transaction is not consummated within 60 days following the Participating Holders)Company's notice hereunder, then the right of the Participating Registrable Securities so to be registered. If, at any time after giving written notice of its intention to register any such securities and prior first refusal hereunder shall again apply to the effective date of Purchaser for such proposed transaction. The rights and obligations under this Section 6.3 shall in no way diminish the registration statement filed in connection with such registration, the Company determines for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Participating Holder and, thereupon, (i) in the case of a determination not to register, the Company need not register any Participating Registrable Securities in connection with such registration (but shall, in such case, pay the reasonable fees and expenses of counsel (but of no more than one counsel in an amount not to exceed $20,000) to the Participating Holders in addition to the Registration Expenses), without prejudice, however, to the other rights of the Participating Holders Purchaser pursuant to request that such registration be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, the Company may delay registering any Participating Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3 shall relieve the Company of its obligation to effect any registration upon request under Section 26.

Right to Participate. If, on or after the Spin-Off Notice Date, (i) If the Company at any time or from time to time proposes to register any of its securities under the Securities Act (Act, whether or not pursuant to registration rights granted to other than by a registration on Form S-4 holders of its securities and whether or S-8 or any successor or similar forms or filed in connection with an exchange offer or any offering of securities solely to the Company's existing stockholders) not for sale for its own account, the Company shall give deliver prompt written notice (which notice shall be given at least thirty (30) calendar days prior to each Holder of Registrable Securities such proposed registration and which notice shall be given after the Company has publicly disclosed such proposed registration) to all Holders of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of the rights of the Holders such Holders’ right to participate in such registration under this Section 3. Upon the terms and subject Subject to the conditions other provisions of this AgreementSection 3, upon the written request of any Holder (each, a "Participating Holder") made within 30 fifteen (15) days after the delivery receipt of any such written notice by from the Company (which request shall specify the amount of Registrable Securities intended to be disposed of by any Participating Holder and the intended method or methods of such dispositionregistered), the Company shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been requested by Holders to be so requested to register by such Participating Holders registered (the "Participating Registrable Securities"a “Piggyback Registration”), to the extent required or reasonably deemed appropriate by such Participating Holders requisite to permit the disposition (in accordance with the intended methods thereof specified by the Participating of such Holders), of the Participating ’ Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement which covers the securities of the Company which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Holders’ Registrable Securities in accordance with Section 2 and the registration procedures set forth in Section 4. IfIf a Piggyback Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter(s) of the price at which such Registrable Securities are to be sold, the Company shall so advise each participating Holder. The Holders requesting inclusion in a Piggyback Registration may, at any time after giving written notice of its intention to register any such securities and prior to the effective date of the registration statement filed in connection with Piggyback Registration Statement (and for any reason), revoke such registration, request by delivering written notice to the Company determines for any reason not to register or to delay registration of revoking such securities, the Company may, at its election, give written notice of such determination to each Participating Holder and, thereupon, (i) in the case of a determination not to register, the Company need not register any Participating Registrable Securities in connection with such registration (but shall, in such case, pay the reasonable fees and expenses of counsel (but of no more than one counsel in an amount not to exceed $20,000) to the Participating Holders in addition to the Registration Expenses), without prejudice, however, to the rights of the Participating Holders to request that such registration be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, the Company may delay registering any Participating Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3 shall relieve the Company of its obligation to effect any registration upon request under Section 2requested inclusion.

Right to Participate. IfSo long as the Note remains outstanding, on or after the Spin-Off Notice Date, the Company at Gryphon will have a right to participate in any time proposes to register sales of any of its securities under the Securities Act (other than by a registration on Form S-4 or S-8 or any successor or similar forms or filed in connection with an exchange offer or any offering of securities solely to the Company's existing stockholders) securities in a capital raising transaction on the terms and conditions set forth in this Section 6.3. During such period, the Company shall give prompt ten (10) Business Days advance written notice to each Holder Gryphon prior to any non-public offer or sale of Registrable Securities of its intention to do so and any of the Company's capital stock or any Common Stock Equivalents in a capital raising transaction by providing to Gryphon a comprehensive term sheet containing all significant business terms of such a proposed transaction. Gryphon shall have the right to participate in such proposed transaction and to purchase 25 percent of such securities which are the subject of such proposed transaction for the same consideration and on the same terms and conditions as contemplated for such third-party sale (or such lesser portion thereof as specified by Gryphon). If Gryphon elects to exercise its rights hereunder it must deliver written notice to the Company within five (5) Business Days following receipt of the Holders under this Section 3notice and comprehensive term sheet from the Company, which notice from Gryphon shall be contingent upon receipt of satisfactory definitive documents for such transaction from the Company. Upon If, subsequent to the Company giving notice to Gryphon hereunder but prior to Gryphon exercising its right to participate (or the expiration of the five-day period without response from Gryphon or the rejection of such offer for such financing by Gryphon), the terms and subject to the conditions of this Agreement, upon the written request of any Holder (each, a "Participating Holder") made within 30 days after proposed third-party sale are changed from that disclosed in the delivery of any such notice by the Company (which request shall specify the Registrable Securities intended comprehensive term sheet provided to be disposed of by any Participating Holder and the intended method or methods of such disposition)Gryphon, the Company shall use its best efforts be required to effect provide a new notice and comprehensive term sheet reflecting such revised terms to Gryphon hereunder and Gryphon shall have the registration under the Securities Act right, which must be exercised within five (5) Business Days of all Registrable Securities which the Company has been so requested to register by such Participating Holders (the "Participating Registrable Securities")new notice and such revised comprehensive term sheet, to exercise its rights to purchase the extent required securities on such changed terms and conditions as provided hereunder. In the event Gryphon does not exercise its rights hereunder with respect to a proposed transaction within the period or reasonably deemed appropriate by periods provided, or affirmatively declines to engage in such Participating Holders to permit the disposition (in accordance proposed transaction with the intended methods thereof specified by the Participating Holders)Company, of the Participating Registrable Securities so to be registered. If, at any time after giving written notice of its intention to register any such securities and prior to the effective date of the registration statement filed in connection with such registration, the Company determines for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Participating Holder and, thereupon, (i) in the case of a determination not to register, the Company need not register any Participating Registrable Securities in connection with such registration (but shall, in such case, pay the reasonable fees and expenses of counsel (but of no more than one counsel in an amount not to exceed $20,000) to the Participating Holders in addition to the Registration Expenses), without prejudice, however, to the rights of the Participating Holders to request that such registration be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, then the Company may delay registering any Participating Registrable Securities for proceed with such proposed transaction on the same period terms and conditions as noticed to Gryphon (assuming Gryphon has consented to the delay transaction, if required, pursuant to Section 6.2 of this Agreement) with Gryphon if it has elected to participate in registering such other securitiesproposed transaction, provided that if such proposed transaction is not consummated within 60 days following the Company's notice hereunder, then the right of first refusal hereunder shall again apply to Gryphon for such proposed transaction. No registration effected The rights and obligations under this Section 3 6.3 shall relieve in no way diminish the Company other rights of its obligation Gryphon pursuant to effect any registration upon request under this Section 26.

Right to Participate. If, on or after the Spin-Off Notice Date, If the Company at any time proposes to register any of its securities under the Securities Act (other than by a registration on Form S-4 or S-8 or any successor or similar forms or filed in connection with an exchange offer or any offering of securities solely to the Company's existing stockholders) , and other than pursuant to Section 1.1), whether or not for sale for its own account, the Company shall give prompt written notice to each Holder of Registrable Securities of its intention to do so and of the rights of the Holders under this Section 31.2. Upon the terms and subject to the conditions of this Agreement, during the Registration Period, upon the written request of any Holder (each, a the "Participating Holder") made within 30 days after the delivery of any such notice by the Company (which request shall specify the Registrable Securities intended to be disposed of by any Participating Holder and the intended method or methods of such disposition), the Company shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Participating Holders (the "Participating Registrable Securities")Holders, to the extent required or reasonably deemed appropriate by such Participating Holders to permit the disposition (in accordance with the intended methods thereof specified by the Participating Holders), of the Participating Registrable Securities so to be registered. If, at any time after giving written notice of its intention to register any such securities and prior to the effective date of the registration statement filed in connection with such registration, the Company determines for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Participating Holder and, thereupon, (i) in the case of a determination not to register, the Company need not register any Participating Registrable Securities in connection with such registration (but shall, in such case, pay the reasonable fees and expenses of counsel (but of no more than one counsel in an amount not to exceed $20,000) to the Participating Holders in addition to the Registration Expenses), without prejudice, however, to the rights of the Participating Holders to request that such registration be effected as a registration under Section 21.1, and (ii) in the case of a determination to delay registering, the Company may delay registering any Participating Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3 1.2 shall relieve the Company of its obligation to effect any registration upon request under Section 21.1.

Right to Participate. IfIf a Selling Holder intends to sell any Offered Shares to a third party, on or after Goldman shall have the Spinright to participate in any sale to a Proposed Transferee upon the same terms and conditions as set forth in the Transfer Notice (the "CO-Off Notice DateSALE RIGHT"), the Company at any time proposes subject to register any of its securities under the Securities Act (other than by a registration on Form S-4 or S-8 or any successor or similar forms or filed in connection with an exchange offer or any offering of securities solely to the Company's existing stockholders) the Company shall give prompt written notice to each Holder of Registrable Securities of its intention to do so and of the rights of the Holders under this Section 3. Upon the terms and subject conditions set forth in this Agreement. Goldman may exercise its Co-Sale Right by delivering to the conditions of this AgreementSelling Holder proposing to sell or transfer Offered Shares, upon the written request of any Holder (each, a "Participating Holder") made within 30 five business days after the delivery of any such notice by the Company (which request shall specify the Registrable Securities intended to be disposed of by any Participating Holder and the intended method or methods of such disposition), the Company shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Participating Holders (the "Participating Registrable Securities"), to the extent required or reasonably deemed appropriate by such Participating Holders to permit the disposition (in accordance with the intended methods thereof specified by the Participating Holders), receipt of the Participating Registrable Securities so to be registered. IfTransfer Notice, at any time after giving written notice of its intention to register any such securities and prior participate, specifying the number of shares of Common Stock Goldman desires to sell to the effective date Proposed CO-SALE RIGHTS AGREEMENT 1 Transferee which number shall in no event exceed the product of (x) the quotient of (a) the number of shares of Common Stock Goldman has acquired and holds as a result of, or may acquire, upon exercise of the registration statement filed in connection with such registration, the Company determines for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Participating Holder and, thereupon, New Warrant (i) as defined in the case Purchase Agreement) or such other warrant that has been issued to Goldman upon partial exercise or transfer of a determination not the New Warrant divided by (b) the sum of the ---------- aggregate number of shares of Common Stock then held by the Investors (assuming full conversion and exercise of all convertible or exercisable securities) plus the number of shares of Common Stock then held by Goldman (assuming full ---- exercise of the New Warrant or such other warrant that has been issued to registerGoldman upon partial transfer or exercise of the New Warrant) multiplied by (y) ------------- the number of shares of Common Stock to be acquired by the Proposed Transferee (the "TRANSFERRED SHARES"), the Company need not register any Participating Registrable Securities in connection with such registration (but shall, in such case, pay the reasonable fees and expenses of counsel (but of no more than one counsel in an amount not to exceed $20,000) rounded down to the Participating Holders in addition nearest whole number. At the closing of the purchase and sale of the Transferred Shares, as determined by the Selling Holder and the Proposed Transferee, Goldman shall deliver to the Registration Expenses)Selling Holder or a designated agent one or more certificates representing the number of shares of Common Stock Goldman elects to sell hereunder, without prejudice, however, duly endorsed for transfer to the rights of the Participating Holders to request that such registration be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, the Company may delay registering any Participating Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3 shall relieve the Company of its obligation to effect any registration upon request under Section 2Proposed Transferee.

Right to Participate. IfSeller and the Bank, jointly and severally, represent and warrant to Purchaser that all loan participations between the Bank and any of Seller's affiliates ("Loan Participations") which are reflected on or after the Spin-Off Notice DateBank's balance sheets as of September 30, 2003 and the Company at any time proposes date of this Agreement are disclosed by borrower name, loan amount, and maturity date in Schedule 5.4 of Seller's Disclosure Memorandum. Seller and Bank recognize that Purchaser and CCB are purchasing rights in the Loan Participations in connection with this Agreement, and these rights are material to register Purchaser's decision to purchase the Bank. In recognition of these rights, Seller hereby agrees that except as provided in this Section neither Seller nor any of its securities agents or affiliates will take any act, or omit to take any act, that would result in the Bank or the Resulting Bank losing its pro rata portion of, or any rights in, any of the Loan Participations. Except as provided in this Section, neither Seller nor any of its affiliates will refinance, modify, renew, amend, replace with additional or new credit facilities or otherwise change the Bank's rights in the Loan Participations except as and to the extent permitted in the participation agreement. In the event Seller or any of its affiliates desire to refinance, modify, renew, amend, replace with additional or new credit facilities or otherwise change the Bank's or the Resulting Bank's rights in a Loan Participation, Seller shall first submit a written offer (the "Offer") to Purchaser for the Resulting Bank to participate in the new lending arrangement. The Offer shall (i) provide the name and address of the existing borrower(s) and identify the affected Loan Participation, (ii) provide sufficient documentation for the Resulting Bank to perform an independent credit analysis, (iii) permit the Resulting Bank to participate in the new lending arrangement at the same or greater percentage as the Resulting Bank participates in the affected Loan Participation, and (iv) permit the Resulting Bank to participate in the new lending arrangement under the Securities Act (other than by a registration same terms and conditions as offered to affiliates of Seller. For purposes of this Section, the date on Form S-4 which Seller or S-8 or any successor or similar forms or filed in connection with an exchange offer or any offering of securities solely to the CompanySeller's existing stockholdersaffiliates deliver(s) the Company Offer shall give prompt be deemed the "Offer Date." Purchaser shall have the option, exercisable by written notice given to each Holder of Registrable Securities of its intention to do so and Seller within fifteen (15) days of the rights of Offer Date, to participate in the Holders new lending arrangement under this Section 3. Upon the terms and subject to the conditions of this Agreement, upon the written request of any Holder (each, a "Participating Holder") made within 30 days after the delivery of any such notice by the Company (which request shall specify the Registrable Securities intended to be disposed of by any Participating Holder and the intended method or methods of such disposition), the Company shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Participating Holders (the "Participating Registrable Securities"), to the extent required or reasonably deemed appropriate by such Participating Holders to permit the disposition (in accordance with the intended methods thereof specified by the Participating Holders), of the Participating Registrable Securities so to be registered. If, at any time after giving written notice of its intention to register any such securities and prior to the effective date of the registration statement filed in connection with such registration, the Company determines for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Participating Holder and, thereupon, (i) in the case of a determination not to register, the Company need not register any Participating Registrable Securities in connection with such registration (but shallOffer. Purchaser, in its sole discretion, may reject such Offer, in which case, pay the reasonable fees Purchaser shall have no further liability with respect to, or obligation to participate in, such loan, nor shall Seller or its affiliates have any further liability or obligation to Purchaser and expenses of counsel (but of no more than one counsel in an amount not to exceed $20,000) to the Participating Holders in addition to the Registration Expenses), without prejudice, however, to the rights of the Participating Holders to request that such registration be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, the Company may delay registering any Participating Registrable Securities for the same period as the delay in registering such other securities. No registration effected its affiliates under this Section 3 shall relieve the Company of its obligation Agreement to effect any registration upon request under Section 2offer or permit participation in such loan.

Right to Participate. If, on or after So long as the Spin-Off Notice DateNote remains outstanding, the Company at Purchaser will have a right to participate in any time proposes to register sales of any of its securities under the Securities Act (other than by a registration on Form S-4 or S-8 or any successor or similar forms or filed in connection with an exchange offer or any offering of securities solely to the Company's existing stockholders) securities in a capital raising transaction on the terms and conditions set forth in this Section 6.3. During such period, the Company shall give prompt ten (10) Business Days advance written notice to each Holder the Purchaser prior to any non-public offer or sale of Registrable Securities of its intention to do so and any of the Company's capital stock or any Common Stock Equivalents in a capital raising transaction by providing to the Purchaser a comprehensive term sheet containing all significant business terms of such a proposed transaction. The Purchaser shall have the right to participate in such proposed transaction and to purchase 25 percent of such securities which are the subject of such proposed transaction for the same consideration and on the same terms and conditions as contemplated for such third-party sale (or such lesser portion thereof as specified by the Purchaser). If the Purchaser elects to exercise its rights hereunder it must deliver written notice to the Company within five (5) Business Days following receipt of the Holders under this Section 3notice and comprehensive term sheet from the Company, which notice from the Purchaser shall be contingent upon receipt of satisfactory definitive documents for such transaction from the Company. Upon If, subsequent to the Company giving notice to the Purchaser hereunder but prior to the Purchaser exercising its right to participate (or the expiration of the five-day period without response from the Purchaser or the rejection of such offer for such financing by the Purchaser), the terms and subject conditions of the proposed third-party sale are changed from that disclosed in the comprehensive term sheet provided to the conditions of this Agreement, upon the written request of any Holder (each, a "Participating Holder") made within 30 days after the delivery of any such notice by the Company (which request shall specify the Registrable Securities intended to be disposed of by any Participating Holder and the intended method or methods of such disposition)Purchaser, the Company shall use be required to provide a new notice and comprehensive term sheet reflecting such revised terms to the Purchaser hereunder and the Purchaser shall have the right, which must be exercised within five (5) Business Days of such new notice and such revised comprehensive term sheet, to exercise its best efforts rights to effect purchase the registration under securities on such changed terms and conditions as provided hereunder. In the Securities Act of all Registrable Securities which event the Purchaser does not exercise its rights hereunder with respect to a proposed transaction within the period or periods provided, or affirmatively declines to engage in such proposed transaction with the Company, then the Company has been so requested to register by may proceed with such Participating Holders (proposed transaction on the "Participating Registrable Securities"), same terms and conditions as noticed to the extent required or reasonably deemed appropriate by such Participating Holders Purchaser (assuming the Purchaser has consented to permit the disposition (in accordance transaction, if required, pursuant to Section 6.2 of this Agreement) with the intended methods thereof specified by Purchaser if it has elected to participate in such proposed transaction, provided that if such proposed transaction is not consummated within 60 days following the Participating Holders)Company's notice hereunder, then the right of the Participating Registrable Securities so to be registered. If, at any time after giving written notice of its intention to register any such securities and prior first refusal hereunder shall again apply to the effective date of Purchaser for such proposed transaction. The rights and obligations under this Section 6.3 shall in no way diminish the registration statement filed in connection with such registration, the Company determines for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Participating Holder and, thereupon, (i) in the case of a determination not to register, the Company need not register any Participating Registrable Securities in connection with such registration (but shall, in such case, pay the reasonable fees and expenses of counsel (but of no more than one counsel in an amount not to exceed $20,000) to the Participating Holders in addition to the Registration Expenses), without prejudice, however, to the other rights of the Participating Holders Purchaser pursuant to request that such registration be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, the Company may delay registering any Participating Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3 shall relieve the Company of its obligation to effect any registration upon request under Section 26.

Right to Participate. If, on or at any time after the Spin-Off Notice Date180th day -------------------- after the pricing of the IPO, the Company at any time proposes to register any of its common equity securities under the Securities Act (other than by a registration on Form S-4 or S-8 or any successor or similar forms forms), whether for sale for its own account or filed in connection with an exchange offer or for the account of any offering holder of securities solely to the Company's existing stockholders) its equity securities, the Company shall give prompt written notice to each Holder of Registrable Securities of its intention to do so and of the rights of the Holders under this Section 3(a "Registration Notice"). Upon the terms and subject to the conditions of this Agreement, upon the written request of any Any Holder (eachin such capacity, a "Participating Holder") made may make a written request (a "Piggyback Request") within 30 10 days after the delivery receipt of any such notice by a Registration Notice that the Company effect registration under the Securities Act pursuant to this Section 2 (which request a "Piggyback Registration") of all or a specified number of Registrable Securities then owned by or pledged to such Participating Holder. Any Piggyback Request shall specify the number of Registrable Securities intended to be disposed registered and the class or classes of by any Participating Holder and Common Stock or other securities then representing such Registrable Securities and, in the case of a of registration to be made pursuant to a shelf registration statement, the intended method or methods of such disposition)distribution thereof which shall not be commercially unreasonable. Upon receipt of a timely given Piggyback Request, the Company shall use its reasonable best efforts to effect the registration under the Securities Act of all the specified Registrable Securities which and, in the Company has been so requested case of a of registration to register by such Participating Holders (the "Participating Registrable Securities")be made pursuant to a shelf registration statement, for disposition according to the extent required or reasonably deemed appropriate by such Participating Holders to permit specified method of disposition so long as the disposition (in accordance with the intended methods thereof specified by the Participating Holders), method of the Participating Registrable Securities so to be registered. Ifdistribution is commercially reasonable; provided that if, at any time after giving written notice of its intention to register any such common equity securities (other than in connection with a Demand Registration) and prior to the effective date of the registration statement filed in connection with such registration, the Company determines shall determine for any reason not to register or to delay proceed with the proposed registration of such securitiesthe securities to be sold by it, the Company may, at its election, give written notice of such determination to each Participating Holder and, thereupon, (i) in the case and thereupon shall be relieved of a determination not any obligation to register, the Company need not register any Participating Registrable Securities in connection with such registration (but shall, in such case, pay the reasonable fees and expenses of counsel (but of no more than one counsel in an amount not to exceed $20,000) to the Participating Holders in addition to the Registration Expenses)registration, without prejudice, however, to the any rights of the a Participating Holders Holder to request that such registration be effected as make a registration under Section 2, and (ii) in the case of a determination to delay registering, the Company may delay registering any Participating Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3 shall relieve the Company of its obligation to effect any registration upon request under Section 2Demand.

Right to Participate. If, on or after So long as the Spin-Off Notice DateNote remains outstanding, the Company at Purchaser will have a right to participate in any time proposes to register sales of any of its securities under the Securities Act (other than by a registration on Form S-4 or S-8 or any successor or similar forms or filed in connection with an exchange offer or any offering of securities solely to the Company's existing stockholders) securities in a capital raising transaction on the terms and conditions set forth in this Section 6.3. During such period, the Company shall give prompt ten Business Days advance written notice to each Holder the Purchaser prior to any non-public offer or sale of Registrable Securities of its intention to do so and any of the Company's capital stock or any Common Stock Equivalents in a capital raising transaction by providing to the Purchaser a comprehensive term sheet containing all significant business terms of such a proposed transaction. The Purchaser shall have the right to participate in such proposed transaction and to purchase 15 percent of such securities which are the subject of such proposed transaction for the same consideration and on the same terms and conditions as contemplated for such third-party sale (or such lesser portion thereof as specified by the Purchaser). If the Purchaser elects to exercise its rights hereunder it must deliver written notice to the Company within five (5) Business Days following receipt of the Holders under this Section 3notice and comprehensive term sheet from the Company, which notice from the Purchaser shall be contingent upon receipt of satisfactory definitive documents for such transaction from the Company. Upon If, subsequent to the Company giving notice to the Purchaser hereunder but prior to the Purchaser exercising its right to participate (or the expiration of the five-day period without response from the Purchaser or the rejection of such offer for such financing by the Purchaser), the terms and subject conditions of the proposed third-party sale are changed from that disclosed in the comprehensive term sheet provided to the conditions of this Agreement, upon the written request of any Holder (each, a "Participating Holder") made within 30 days after the delivery of any such notice by the Company (which request shall specify the Registrable Securities intended to be disposed of by any Participating Holder and the intended method or methods of such disposition)Purchaser, the Company shall use be required to provide a new notice and comprehensive term sheet reflecting such revised terms to the Purchaser hereunder and the Purchaser shall have the right, which must be exercised within five (5) Business Days of such new notice and such revised comprehensive term sheet, to exercise its best efforts rights to effect purchase the registration under securities on such changed terms and conditions as provided hereunder. In the Securities Act of all Registrable Securities which event the Purchaser does not exercise its rights hereunder with respect to a proposed transaction within the period or periods provided, or affirmatively declines to engage in such proposed transaction with the Company, then the Company has been so requested to register by may proceed with such Participating Holders (proposed transaction on the "Participating Registrable Securities"), same terms and conditions as noticed to the extent required or reasonably deemed appropriate by such Participating Holders Purchaser (assuming the Purchaser has consented to permit the disposition (in accordance transaction, if required, pursuant to Section 6.2 of this Agreement) with the intended methods thereof specified by Purchaser if it has elected to participate in such proposed transaction, provided that if such proposed transaction is not consummated within 60 days following the Participating Holders)Company's notice hereunder, then the right of the Participating Registrable Securities so to be registered. If, at any time after giving written notice of its intention to register any such securities and prior first refusal hereunder shall again apply to the effective date Purchaser for such proposed transaction. The rights and obligations of this Section 6.3 shall in no way diminish the registration statement filed in connection with such registration, the Company determines for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Participating Holder and, thereupon, (i) in the case of a determination not to register, the Company need not register any Participating Registrable Securities in connection with such registration (but shall, in such case, pay the reasonable fees and expenses of counsel (but of no more than one counsel in an amount not to exceed $20,000) to the Participating Holders in addition to the Registration Expenses), without prejudice, however, to the other rights of the Participating Holders Purchaser pursuant to request that such registration be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, the Company may delay registering any Participating Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3 shall relieve the Company of its obligation to effect any registration upon request under Section 26.