Common use of Piggy Back Registration Clause in Contracts

Piggy Back Registration. (a) If at any time the Company intends to file on its behalf or on behalf of any of its securityholders a Registration Statement under the Securities Act in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable EXHIBIT 1.46 Securities, other than a registration statement on Form S-8 or Form S-4, then the Company shall give written notice (an "Intended Offering Notice") of such intention to Distribution at least 20 business days prior to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number of Registrable Securities as Distribution may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities 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 a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery of the Intended Offering Notice, if Distribution desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities Distribution desires to have included in the registration statement and offered to the public. If Distribution elects to participate in the offering, upon the request of the Company, Distribution shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Distribution shall not be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an Election.

Piggy Back Registration. (a) If at any time prior to the seventh anniversary date of this Agreement, the Company intends proposes to file on its behalf or on behalf of any of its securityholders a Registration Statement registration statement (other than a Demand Registration) under the Securities Act in connection with a public respect to an offering of any securities of by the Company on a form and in a manner that would permit for its own account or for the registration for offer and sale under the Securities Act account of Registrable EXHIBIT 1.46 Securities, others (other than a registration statement (i) on Form S-8 Forms S-4 or Form S-4S-8, (ii) filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders, or (iii) a registration statement initially filed prior to the date hereof) of any class of equity security of the Company, then the Company shall in each case give written notice (an "Intended Offering Notice") of such intention proposed filing to Distribution LTCC at least 20 business ten (10) days prior to before the anticipated filing date date, and such notice shall offer LTCC the opportunity to register such Registrable Securities as LTCC may request (a "Piggy-back Registration"). Upon the request of such LTCC received by the Company within ten (10) days after the receipt by LTCC of the Company's notice of intention to file the proposed registration statement. Such Intended Offering Notice , the Company shall offer to include in such registration statement and qualification for offer to sale under the public such blue sky or securities laws of the various states, and in any underwriting in connection therewith, the number of shares of Registrable Securities as Distribution may request, subject to the conditions set forth herein, held and shall specify, to the extent then known, the number and class of securities proposed requested to be registeredregistered by LTCC, which may be all or a part of LTCC's Registrable Securities. The Company shall use all reasonable efforts to cause the managing underwriter or underwriters of a proposed date underwritten offering to permit LTCC to include such Registrable Securities in such offering on the same terms and conditions as any similar securities of filing of such registration statementthe Company included therein. Notwithstanding the foregoing, any proposed means of distribution of such securities, any proposed if the managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed delivers an opinion to appear on the facing page of such registration statement. Distribution shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery of the Intended Offering Notice, if Distribution desires to participate in such offering. The Piggy-back Notice shall set forth LTCC that the number of Registrable Securities Distribution desires shares which they or the Company intend to have include in such offering is so large as to materially and adversely affect the success of such offering (including the price at which such securities can be sold), then the amount of securities to be offered for the account of LTCC shall be reduced to the extent necessary to reduce the number of shares to be included in the registration statement and offered such offering to the public. If Distribution elects to participate in the offering, upon the request of the Company, Distribution shall enter into number recommended by such underwriting, custody and other agreements as are customary in connection with registered secondary offerings managing underwriter or necessary or appropriate in connection with the offering. Distribution shall not be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an Electionunderwriters.

Piggy Back Registration. (ai) If at any time the Company intends to file on its behalf or on behalf of any of its securityholders shareholders (including Covered Holders, with respect to Registrable Securities, and eligible holders of Series B Registrable Securities) a Registration Statement under the Securities Act registration statement in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable EXHIBIT 1.46 SecuritiesSecurities held by a Covered Holder, other than a registration statement on Form S-8 or Form S-4S-4 or any successor form or other forms promulgated for similar purposes, then the Company shall give written notice (an "Intended Offering Notice") of such intention to Distribution each Covered Holder at least 20 30 business days prior to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number or amount of Registrable Securities as Distribution each such Covered Holder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities 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 available or as soon as available) a good faith estimate (which may be a range) by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Distribution Any Covered Holder desiring to have Registrable Securities included in such registration statement and offered to the public shall so advise the Company in writing (such the written notice of any such Covered Holder being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to the Covered Holders of the Intended Offering Notice, if Distribution desires to participate in such offering. The Piggy-back Notice shall set setting forth the number of Registrable Securities Distribution such Covered Holder desires to have included in the registration statement and offered to the public. If Distribution elects to participate in the offering, upon Upon the request of the Company, Distribution such Covered Holders shall enter into such underwriting, custody and other agreements as are shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Distribution shall not be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an Election.

Piggy Back Registration. (a) If Except with respect to the Company’s currently filed Form S-1 registration statement which is not effective as of the date hereof, if the Company shall determine to prepare and file with the Commission a registration statement, at any time within six (6) months following the Company intends Closing Date, relating to file on an offering for its behalf own account or on behalf the account of any of its securityholders a Registration Statement under the Securities Act in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale others under the Securities Act of Registrable EXHIBIT 1.46 Securities, any of its equity securities (other than a registration statement on Form S-8 S-4 or Form S-4S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall give send to the Purchaser written notice (an "Intended Offering Notice") of such intention determination and, if within seven (7) Business Days after receipt of such notice, the Purchaser shall so request in writing (which request shall specify the Shares intended to Distribution at least 20 business days prior be disposed of by the Purchaser), the Company will cause the registration under the Securities Act of all Shares which the Company has been so requested to register by the Purchaser, to the anticipated filing date extent required to permit the disposition of such registration statementthe Shares so to be registered. Such Intended Offering Notice The Company shall offer to include in such registration statement for offer to all or any part of such Shares the public such number of Registrable Securities as Distribution may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed Purchaser requests to be registered; provided, however, that the proposed date Company shall not be required to register any Shares pursuant to this Section that are eligible for sale pursuant to Rule 144 of filing the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Shares in such registration statement, any proposed means of distribution then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by Shares would materially adversely affect the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Shares of the Purchasers, then (x) the number of Underlying Shares of the Purchaser included in such registration statement shall be reduced as reasonably determined by such underwriter. Distribution The Company shall advise keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all the Shares covered by such Registration Statement have been sold or (y) the date on which all the Shares may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company in writing (such pursuant to a written notice being a "Piggy-back Notice") not later than 10 business days after opinion letter, addressed to the Company's delivery transfer agent to such effect. In connection with any registration of the Intended Offering NoticeShares pursuant to this Section, if Distribution desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities Distribution desires to have included in Company and the registration statement and offered to the public. If Distribution elects to participate in the offering, upon the request of the Company, Distribution Purchaser shall enter into such underwriting, custody a registration rights agreement containing customary and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with reasonable provisions regarding the offering. Distribution shall not be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales registration of Registrable Securities unless Distribution has made an Electionsecurities.

Piggy Back Registration. (a) If If, at any time or from time to time while any Registrable Securities are outstanding, the Company intends proposes to file on its behalf or on behalf of register any of its securityholders securities (whether for its own or others' account) to be offered for cash or cash equivalents in a Registration Statement public offering under the Securities Act in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable EXHIBIT 1.46 Securities, (other than by a registration statement on Form S-8 or Form S-4other form that does not include substantially the same information as would be required in a form for the general registration of securities or that would not be available for registration of Registrable Securities), then the Company shall, as expeditiously as is reasonably possible (but in no event later than 45 days prior to any such registration), give written notice to the Holders of the Company's intention to effect such registration. If, within 30 days after receipt of such notice, any Holder submits a written request to the Company specifying the Registrable Securities such Holder proposes to sell or otherwise dispose of (a "Piggy-Back Registration"), the Company shall include the number of shares of Registrable Securities specified in such Holder's request in such registration statement and the Company shall use its best efforts to keep each such registration statement in effect and to maintain compliance with each Federal and state law and regulation for the period necessary for such Holder to effect the proposed sale or other disposition, provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine not to register or to delay registration of such securities, the Company shall give written notice (an "Intended Offering Notice") of such intention to Distribution at least 20 business days prior determination to the anticipated filing date Holders and, thereupon, (i) in the case of a determination not to register any securities, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration statement. Such Intended Offering Notice (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay registering any securities, the Company shall offer be permitted to include delay registering any Registrable Securities, for the same period as the delay in registering such other securities; and, provided, further, that if, after any such registration statement for offer to the public such number of Registrable Securities as Distribution may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities 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 a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery of the Intended Offering Notice, if Distribution desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities Distribution desires to have included in the registration statement and offered to the public. If Distribution elects to participate in the offering, upon the request of the Company, Distribution shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Distribution shall not be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an Election.been

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf or on behalf of register any of its securityholders a Registration Statement Voting Securities under the Securities Act in connection for sale to the public for cash or to file with one or more Canadian provincial securities commissions a public preliminary prospectus relating to an offering of any securities Voting Securities for sale to the public for cash, whether for its own account or for the account of other security holders or both (except with respect to Registration Statements on Forms S-4 or S-8 for purposes permissible under such forms as of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable EXHIBIT 1.46 Securitiesdate hereof), other than a registration statement on Form S-8 or Form S-4, then the Company shall each such time it will give written notice (an "Intended Offering Notice") to all Holders of such its intention to Distribution at least do so no less than 20 business days prior to the anticipated filing date date. Upon the written request of any Holder, received by the Company no later than the 10th day after receipt by such Holder of the notice sent by the Company, to register or include in the securities offered by the preliminary prospectus, on the same terms and conditions as the securities otherwise being sold pursuant to such registration or preliminary prospectus, any of its Registrable Securities (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Registrable Securities as to which such request relates to be included in the securities to be covered by the Registration Statement or preliminary prospectus proposed to be filed by the Company, on the same terms and conditions as any similar securities included therein, all to the extent requisite to permit the sale or other disposition by each Holder (in accordance with its written request) of such registration statementRegistrable Securities; provided, however, that the Company may at any time prior to the effectiveness of any such Registration Statement or the filing of a final prospectus, in its sole discretion and without the consent of any Holder, abandon the proposed offering in which any Holder had requested to participate. Such Intended Offering Notice shall offer The number of Registrable Securities to include be included in such a registration statement for offer or preliminary prospectus may be reduced or eliminated if and to the public extent that, in the case of an underwritten offering, in the opinion of the managing underwriter such inclusion would materially jeopardize the successful marketing of the securities (including the Registrable Securities) proposed to be sold therein; provided, however, that such number of Registrable Securities as Distribution may requestshall not be reduced if any securities included in such registration are included other than for the account of the Company. From and after the date of this Agreement and until no Registrable Securities remain outstanding, the Company shall not grant any piggy-back registration rights to any Person unless such rights are expressly made subject to the conditions set forth hereinprior right of Holders to include any or all of their Registrable Securities before such other Person includes any shares in any registration statement or preliminary prospectus relating to an underwritten public offering with respect to which, and shall specify, to in the extent then knownopinion of the managing underwriter, the number and class inclusion in the offering of securities proposed all shares requested to be registered, registered or included in the proposed date of filing of such preliminary prospectus by all Persons holding registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by rights would materially jeopardize the Company successful marketing of the proposed maximum offering price of such securities, as such price is proposed securities (including the Registrable Securities) to appear on be sold. In the facing page of such registration statement. Distribution shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery of the Intended Offering Notice, if Distribution desires to participate in such offering. The Piggy-back Notice shall set forth event that the number of Registrable Securities Distribution desires to have be included in the a registration statement and offered or preliminary prospectus is to be reduced as provided above, within 10 days after receipt by each Holder proposing to sell Registrable Securities pursuant to the public. If Distribution elects to participate in the offering, upon the request offering of the Companyopinion of such managing underwriter, Distribution shall enter into all such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with Selling Holders may allocate among themselves the offering. Distribution shall not number of shares of such Registrable Securities which such opinion states may be entitled to be named as a selling securityholder in distributed without adversely affecting the distribution of the securities covered by the Registration Statement or the preliminary prospectus, and if such Holders are unable to use agree among themselves with respect to such allocation, such allocation shall be made in proportion to the Prospectus forming a part thereof for sales respective numbers of Registrable Securities unless Distribution has made an Electionshares specified in their respective written requests.

Piggy Back Registration. (a) If the Company. at any time the Company intends time. proposes to file on its behalf or on behalf of register any of its securityholders a Registration Statement equity securities (or securities convertible into equity securities) under the Securities 1933 Act (other than by registration on a Form S-4 or Form, S-8 or any successor or similar form then in connection with a public offering of any securities of the Company effect), whethxx xx xxx for sale for its own account, on a form and in a manner that which would permit registration of Registrable Securities for sale, each such time it shall give prompt written notice to Crawford of its intention to do so, describing such securities anx xxxxxxying the form and manner and the other relevant facts involved in such proposed registration, and upon the written request of Crawford delivered to the Company within 30 days after the giving xx xxx such notice (which request shall specify the Registrable Securities intended to be disposed of by Crawford and the intended method of disposition thereof), the Comxxxx xxxll use its reasonable best efforts to effect the registration for offer and sale under the Securities 1933 Act of all Registrable EXHIBIT 1.46 SecuritiesSecurities which the Company has been so requested to register by Crawford, other than a to the extent required to permit the disposition ( in axxxxxxxxe with the intended methods thereof as aforesaid) of the Registrable Securities so the be registered, provided that: (i) if, at any time after giving such written notice of its intention to register any of its securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine foe any reason not to register or delay the registration of such securities, the Company may, at its election, give written notice of such determination not to register, shall be relieved of its obligation to register any registrable Securities in connection with such registration, and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. (ii) if (A) the registration so proposed by the Company involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on Form S-8 a firm commitment basis) by or Form S-4through one or more underwriters under underwriting terms appropriate for such transaction and (B) the managing underwriter of such underwritten offering shall advise the Company, and/ or the party on whose behalf the securities are being registered, that, in its opinion, the distribution of all or a specified portion of such Registrable Securities concurrently with the securities being distributed by such underwriters, then the Company shall give written notice (an "Intended Offering Notice") promptly furnish Crawford accompanying such opinion, the registration of all xx x specified portion of such intention Registrable Securities (in case of a denial as to Distribution at least 20 business days prior to the anticipated filing date a portion of such registration statement. Such Intended Offering Notice shall offer Registrable Securities, such portion to include in such registration statement for offer to the public such be that number of Registrable Securities as Distribution may request, subject to that equals the conditions set forth herein, and shall specify, to the extent then known, the number and class product of securities 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 a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise the Company in writing (such written notice being a "Piggy-back Notice"1) not later than 10 business days after the Company's delivery of the Intended Offering Notice, if Distribution desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities Distribution desires requested by Crawford pursuant to have included this Section3.01 multiplied by (2) a xxxxxxxn, the numerator of which equals the number of Registrable Securities to be registered on behalf of the Stockholders by the Company pursuant to Section 3.01 of the Retaining Stockholders' Agreement); and (iii) Crawford shall be permitted to withdraw all or part of suxx Xxxxxtrable Securities requested pursuant to this Section 3.01 at any time prior to the effective date of such registration; provided that in the event of a withdrawal from a registration, any fees and disbursements incurred by Crawford requesting withdrawal in connection with such rexxxxxxxxon shall be paid by Crawford. (iv) The Company shall not be obligated to effect xxx registration statement of Registrable Securities under this Section 3.01.(A) in connection with any merger, acquisition, exchange offer, recapitalization, or consolidation of the Company or any of its Subsidiaries or the adoption or implementation of any dividend reinvestment plan, stock options or other employee benefit plan or (B) in connection with and offered to Initial Public Offering unless the public. If Distribution elects Company permits any Stockholder to participate in such Initial Public Offering, in which case, Crawford shall be allowed to participate in such offering , xxx xhe Company shall be obligated to give prompt written notice to Crawford of his right to do so. (v) Crawford will, if requexxxx xx the offering, upon the request underwriters for an unxxxxxxxxen public offering of equity securities of the Company, Distribution agree not to sell or transfer any equity securities of the Company (other than equity securities, if any, included in such offering), without the consent of the underwriters, for a period of not more than 180 days following effectiveness of the registration statement relating to such public offering. (b) In connection with the preparation and filing of each registration statement under the 1933 Act pursuant to which Registrable Securities will be registered, the Company will hive (I) Crawford, if he beneficially owns in excess of 5% of the shares ox Xxxxxn Stock then outstanding, to be registered under such registration statement, (ii) his underwriters, if any, and (iii) his respective counsel and accountants such reasonable access to its books and records and such opportunities to discuss the business of the Company woth its officers and the independent public accountants who have certified its financial statemnets as shall enter into be necessary , in the opinion of Crawford's and such underwritingunderwriters' respective counsel, custody and other agreements as are customary to conduct x xxxxxxxxle investigation within the meaning of the 1933 Act. (c) Subject to Section 3.01 (a)(iii), the Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested to be registered secondary offerings or necessary or appropriate pursuant to the Section 3.01(including Registration expenses incurred in connection with the offeringregistration efforts which are terminated in accordance with Section 3.01(a)(1) hereof). Distribution All other costs and expenses shall not be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an Election.borne by Crawford. SECTION 3.02

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf or on behalf of register any of its securityholders a Registration Statement equity securities under the Securities Act in connection for sale to the public, whether for its own account or for the account of Other Holders or both (except with a public offering of any securities respect to Registration Statements filed pursuant to demand under the Registration Rights Agreement dated August 20, 1998 and Registration Statements on Forms S-4 or S-8 or for purposes permissible under such forms as of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable EXHIBIT 1.46 Securitiesdate hereof), other than a registration statement on Form S-8 or Form S-4, then the Company shall each such time it will give written notice (an "Intended Offering Notice") to all Holders of such its intention to Distribution at least do so no less than 20 business days prior to the anticipated filing date date. Upon the written request received by the Company from any Holder no later than the 15th day after receipt by such holder of the notice sent by the Company (which request shall state the intended method of disposition thereof), the Company will use best efforts to cause the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by such Registration Statement, all to the extent required to permit the sale or other disposition by each Holder (in accordance with its written request) of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer Registrable Securities so registered; provided, however, that the Company may at any time prior to the public effectiveness of any such Registration Statement, in its sole discretion and without the consent of any Holder, abandon any proposed offering by the Company in which any Holder had requested to participate. The number of Registrable Securities as Distribution to be included in such a registration may request, subject be reduced or eliminated if and to the conditions set forth hereinextent, and shall specify, to in the extent then knowncase of an underwritten offering, the number and class of securities 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 a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise the Company in writing (that such written notice being a "Piggy-back Notice") not later than 10 business days after inclusion would materially jeopardize the Company's delivery successful marketing of the Intended Offering Noticesecurities (including the Registrable Securities) proposed to be sold therein; provided, if Distribution desires to participate in however, that such offering. The Piggy-back Notice shall set forth the number of shares of Registrable Securities Distribution desires to have shall not be reduced if any securities included in such registration are included other than for the account of the Company unless the shares included in the registration statement and offered Registration for the account of such Persons are also reduced on a pro rata basis, provided, in the case of a Registration Statement filed pursuant to the public. If Distribution elects exercise of demand registration rights of any Other Holders, priority shall be given first to participate in the offering, upon the request of the Company, Distribution shall enter into Other Holders that demand such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Distribution shall not be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an Electionregistration.

Piggy Back Registration. (a) If at any time the Company intends shall determine to prepare and file on with the Commission a registration statement, prior to the time when the Underlying Shares could be sold pursuant to Rule 144, relating to an offering for its behalf own account or on behalf the account of any of its securityholders a Registration Statement under the Securities Act in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale others under the Securities Act of Registrable EXHIBIT 1.46 Securities, any of its equity securities (other than a registration statement on Form S-8 S-4 or Form S-4S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall give send to Purchaser written notice (an "Intended Offering Notice") of such intention determination and, if within seven (7) Business Days after receipt of such notice, Purchaser shall so request in writing (which request shall specify the Underlying Shares intended to Distribution at least 20 business days prior be disposed of by the Purchaser), the Company will cause the registration under the Securities Act of all Underlying Shares which the Company has been so requested to register by the Purchaser, to the anticipated filing date extent required to permit the disposition of such registration statementUnderlying Shares so to be registered. Such Intended Offering Notice The Company shall offer to include in such registration statement for offer to the public all or any part of such number of Registrable Securities as Distribution may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed Underlying Shares Purchaser requests to be registered; provided, however, that the proposed date Company shall not be required to register any Underlying Shares pursuant to this Section that are eligible for sale pursuant to Rule 144 of filing the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Underlying Shares in such registration statement, any proposed means of distribution then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by Underlying Shares would materially adversely affect the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of contemplated in such registration statement. Distribution , and based on such determination recommends inclusion in such registration statement of fewer or none of the Underlying Shares of the Purchaser, then (x) the number of Underlying Shares of the Purchaser included in such registration statement shall advise be reduced pro-rata among Purchaser (based upon the number of Underlying Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Underlying Shares, or (y) none of the Underlying Shares of the Purchaser shall be included in writing such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Underlying Shares; 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 Underlying Shares intended to be offered by the Purchaser than the fraction of similar reductions imposed on such other persons or entities (other than the Company). The Company shall keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Underlying Shares covered by such Registration Statement have been sold or (y) the date on which all Underlying Shares may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written notice being a "Piggy-back Notice") not later than 10 business days after opinion letter, addressed to the Company's delivery transfer agent to such effect. In connection with any registration of Underlying Shares pursuant to this Section, the Intended Offering Notice, if Distribution desires to participate Company and the Purchaser participating in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities Distribution desires to have included in the registration statement and offered to the public. If Distribution elects to participate in the offering, upon the request of the Company, Distribution shall enter into such underwriting, custody a registration rights agreement containing customary and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with reasonable provisions regarding the offering. Distribution shall not be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales registration of Registrable Securities unless Distribution has made an Electionsecurities.

Piggy Back Registration. (a) If at If, after the Closing Date, Purchaser proposes to register any time the Company intends to file on its behalf or on behalf of any of its securityholders a Registration Statement Purchaser Common Stock under the Securities Act in connection with a public offering for sale to the public, whether for its own account or for the account of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable EXHIBIT 1.46 Securities, other than security holders or both (except pursuant to a registration statement on Form S-4 or S-8 (or Form S-4any substitute form adopted by the SEC) or any other form that does not permit the inclusion of shares by its security holders), Purchaser will give written notice to the Shareholders of its intention to do so and, upon the written request of any such Shareholder given within ten (10) Business Days after receipt of any such notice (which request shall specify the number of Purchaser Shares intended to be sold or disposed of by such Shareholder up to the maximum number of shares set forth opposite the name of such Shareholder on Schedule I hereto under the heading "Company Shares"), Purchaser will use its commercially reasonable efforts to cause the Purchaser Shares that such Shareholders shall have requested the registration of to be included in such registration and the related registration statement proposed to be filed by Purchaser; provided, however, that nothing herein shall prevent Purchaser from, at any time, abandoning, delaying or suspending the effectiveness of any such registration. If any such registration shall be underwritten in whole or in part, Purchaser may require the Purchaser Shares requested for inclusion pursuant to this Section 2.06 to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If any such registration shall be underwritten in whole or in part and the managing underwriters in good faith advise Purchaser in writing that, in their opinion, the number of Purchaser Shares and all other shares requested by right to be included in such underwriting exceeds the largest number of shares which can be sold in such offering without having an adverse effect on such offering, then the Company shall give written notice (an "Intended Offering Notice") number of such intention Purchaser Shares to Distribution at least 20 business days prior to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include be included in such an underwriting may be reduced (pro rata among the requesting holders (other than Purchaser and any other persons demanding registration statement for offer pursuant to rights existing on the public date hereof who are entitled to be protected against any such reduction) based upon the number of Registrable Securities as Distribution may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed shares so requested to be registered, the proposed date of filing . All expenses of such registration statementoffering, any proposed means of distribution of such securities, any proposed managing underwriter except the brokers' commissions or underwriters of such securities and a good faith estimate underwriting discounts payable by the Company of the proposed maximum offering price of such securitiesShareholders, as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery of the Intended Offering Notice, if Distribution desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities Distribution desires to have included in the registration statement and offered to the public. If Distribution elects to participate in the offering, upon the request of the Company, Distribution shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Distribution shall not be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an Electionborne by Purchaser.

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf or on behalf of any of its securityholders a Registration Statement under the Securities Act in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale statement under the Securities Act of Registrable EXHIBIT 1.46 Securities1933, as amended (the "1933 Act"), with respect to an offering by the Company for its own account or for the account of any other Person of any class of equity security, including any securities convertible into or exchangeable for any equity security (other than a registration statement on Form Forms S-4 or S-8 (or Form S-4their successor forms) or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders), then the Company shall in each case give written notice (an "Intended Offering Notice") of such intention proposed filing to Distribution the Holders of Registrable Securities at least 20 business twenty days prior to before the anticipated filing date of date, and such registration statement. Such Intended Offering Notice notice shall offer such Holders the opportunity to include in such registration statement for offer to the public register such number of Registrable Securities as Distribution each such Holder may request, subject request (a "Piggy-back Registration"). Any holder electing to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed participate in such registration agrees to be registeredbound by the terms and conditions of this Agreement. The Company shall use reasonable diligence to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders of Registrable Securities requested to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding the foregoing, if 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 offering delivers a written opinion to the holders of Registrable Securities that the total amount of securities and a good faith estimate by which they or the Company of and any other Persons intend to include in such offering is sufficiently large to materially and adversely affect the proposed maximum offering price success of such securitiesoffering, as such price is proposed then the amount or kind of Registrable Securities to appear be offered for the accounts of Holders of Registrable Securities shall be reduced pro rata (based on the facing page of such registration statement. Distribution shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery of the Intended Offering Notice, if Distribution desires to participate in such offering. The Piggy-back Notice shall set forth the number of shares of Common Stock requested to be included in such offering by each such Holder) with respect to each Holder requesting inclusion therein to the extent necessary, in the opinion of such managing underwriter, to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided, that the reduction imposed upon Holders of Registrable Securities Distribution desires to have included in the registration statement and offered to the public. If Distribution elects to participate in the offering, upon the request of the Company, Distribution shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Distribution shall not be entitled greater, on a fractional basis, than the reduction imposed upon other Persons whose piggy-back registration rights are pari passu with those granted hereby with respect to be named as a selling securityholder the amount of securities requested for inclusion in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an Electionsuch registration.

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf or on behalf of any of its securityholders a Registration Statement under the Securities Act in connection with a public offering respect to an Underwritten Offering of any 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 shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 3 hereof) on a form and in a manner that would permit registration of resale of the registration for offer and sale under the Securities Act same type of Registrable EXHIBIT 1.46 Securities, other than a registration statement Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into or exchangeable for equity securities of the Company, (iv) for a dividend reinvestment plan or (v) on Form S-8 or Form S-4F-4, then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to Distribution at least 20 business all of the Holders of the type of Registrable Securities included in such Registration Statements as soon as practicable but not less than ten days prior to before the anticipated filing date of such registration statement. Such Intended Offering Notice Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such 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 include in such registration statement for offer all of the Holders of the type of Registrable Securities proposed to be registered under the public applicable Registration Statement the opportunity to register the sale of such number of such type of Registrable Securities as Distribution such Holders may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities 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 a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise the Company request in writing (within five days after receipt of such written notice being a "Piggy-back Notice") not later than 10 business days (in the case of an “overnight” or “bought” offering, such requests must be made by the Holders within three Business Days after the Company's delivery of any such notice by the Intended Company) (such Registration a “Piggyback Registration”); provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Holdco Ordinary Shares in the Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering Noticein the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to the Holders or (2) if Distribution desires any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 4(b). Subject to Section 4(b), the Company shall, in good faith, cause such type of Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 4(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of 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 have no further right to participate in such offeringUnderwritten Offering. The Piggy-back Notice shall set forth the number of All such Holders proposing to distribute their Registrable Securities Distribution desires to have included in the registration statement and offered to the public. If Distribution elects to participate in the offering, upon the request of the Company, Distribution through an Underwritten Offering under this Section 4 shall enter into such underwriting, custody and other agreements as are an underwriting agreement in customary in connection with registered secondary offerings or necessary or appropriate in connection form with the offering. Distribution Underwriter(s) selected for such Underwritten Offering by the Company; provided, however, that no such Holder shall not be entitled required to be named as a selling securityholder in make any representations or warranties to or agreements with the Registration Statement Company or the Underwriters other than representations, warranties or agreements regarding such Holder’s authority to use enter into such underwriting agreement and to sell, and its ownership of, the Prospectus forming a part thereof for sales securities being registered on its behalf, its intended method of Registrable Securities unless Distribution has made an Electiondistribution and any other representation required by law.

Piggy Back Registration. (a) If the Company shall at any time the Company intends propose to file on its behalf or on behalf of any of its securityholders a Registration Statement registration statement under the Securities Act or a listing application or other qualification documents in connection with a public respect of any non-U.S. offering for an offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable EXHIBIT 1.46 Securities, cash (other than an offering relating to (i) a registration statement on Form S-8 business combination or Form S-4(ii) an employee benefit plan), then the Company shall give provide prompt written notice (an "Intended Offering Notice") of such intention to Distribution at least 20 business proposal, in any event, not less than 30 days prior to before the anticipated filing date (or such earlier date as any applicable law, statute, rule or regulation may require in order to enable any Philips Person to elect to exercise its rights under this Section 3), to all Philips Persons of its intention to do so and of such registration statementPhilips Persons' rights under this Section 3. Such Intended Offering Notice The Company shall offer use its best efforts to include in such registration statement for offer to the public such number of Registrable Securities as Distribution may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of in such registration statement, listing particulars or other qualification document which the Company has been requested to register, list or qualify by any Philips Persons (a "PIGGY-BACK REGISTRATION"), which request shall be made to the Company within 15 days after such Philips Persons receive notice from the Company of such proposed means registration, listing or qualification; provided, that (i) if, at any time after giving written notice of distribution its intention to register, list or qualify any such securities and prior to the effective date of the registration statement listing particulars or other qualification document filed in connection with such registration, listing or qualification, the Company shall determine for any reason not to register, list or qualify such securities, any proposed managing underwriter or underwriters the Company may, at its election, give written notice of such securities determination to each Philips Person and, thereupon, shall be relieved of its obligation to register, list or qualify any Registrable Securities in connection therewith (but not from its obligation to pay the Registration Expenses referred to in Section 6 incurred in connection therewith), and a good faith estimate (ii) if such Piggy-Back Registration involves an underwritten offering, all holders of Registrable Securities requesting to be included in the Company's registration, listing or other qualification must sell their Registrable Securities to the underwriters selected by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery of the Intended Offering Notice, if Distribution desires same terms and conditions as apply to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities Distribution desires to have included in the registration statement and offered to the public. If Distribution elects to participate in the offering, upon the request of the Company, Distribution shall enter into with such underwritingdifferences, custody including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. Any Philips Person requesting pursuant to this Section 3 to be included in a Piggy-Back Registration may elect, in writing prior to the effective date of the registration statement, listing particulars or other agreements as are customary qualification document filed in connection with registered secondary offerings such registration, listing or necessary other qualification, not to register, list or appropriate qualify such securities in connection with the offering. Distribution shall not be entitled to be named as a selling securityholder in the Registration Statement such registration, listing or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an Electionother qualification.

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf or on behalf of any of its securityholders a Registration Statement registration statement under the Securities Act in connection with a public respect to an offering by the Company for its own account or for the account of others (the "INITIATING SHAREHOLDERS") of any securities class of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable EXHIBIT 1.46 Securities, security (other than pursuant to a registration statement on Form Forms S-4 or S-8 (or Form S-4successor forms) or in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders), including a Demand Registration Statement or a Shelf Registration Statement, then the Company shall in each case give written notice (an "Intended Offering Notice") of such intention to Distribution at least 20 business days prior proposed filing to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number holders of Registrable Securities as Distribution may request, subject to the conditions set forth herein, and Common Stock (which notice shall specifyindicate, to the extent then known, the number and class of securities proposed managing underwriter or underwriters, if such offering is to be registeredunderwritten, and such other terms of the proposed date offering that the Company reasonably believes to be material to the holders of filing Registrable Common Stock) and shall include in such registration statement all or a portion of the Registrable Common Stock owned by such holders which such holders shall request to be so included by written notice given by such holders to the Company within 10 business days after such holder's receipt of such notice from the Company (a "PIGGY-BACK REGISTRATION"). The Company shall use its best efforts to effect the registration statement, of all Registrable Common Stock requested to be so registered in such offering on the same terms and conditions as any proposed means similar securities of distribution of such securities, any proposed the Company included therein. If the managing underwriter or underwriters of an underwritten offering, if any, advise the holders of Registrable Common Stock in writing that in its or their reasonable opinion or, in the case of a Piggyback Registration not being underwritten, the Company shall reasonably determine (and notify the holders of Registrable Common Stock of such determination), after consultation with an investment banker of nationally recognized standing, that the number of shares of Common Stock or other securities and a good faith estimate proposed to be sold in such registration will adversely affect the success of such offering, the Company will include in such registration the number of securities, if any, which, in the opinion of such underwriter or underwriters, or the Company, as the case may be, can be sold as follows: (A) if such registration was initiated by the Company, (i) FIRST, the shares the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on sell, (ii) SECOND, the facing page Registrable Common Stock and other shares of Common Stock requested to be included in such registration statement. Distribution shall advise by the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery of the Intended Offering Notice, if Distribution desires holders thereof entitled to participate in such offering. The Piggy-back Notice shall set forth registration under this Agreement or under any registration rights agreement in effect on the date hereof and (iii) THIRD, the Common Stock requested to be included in such registration by the holders thereof entitled to participate in such registration under a registration rights agreement effective after the date hereof and (B) if such registration was initiated as the result of the exercise of a demand registration right of holders of Common Stock (i) FIRST, the shares of Common Stock requested to be included in such registration by the demanding holders pro rata among those requesting such registration on the basis of the number of Registrable Securities Distribution desires shares of Common Stock requested to have be included), (ii) SECOND, shares to be issued and sold by the Company and shares held by Persons other than the demanding holders and requested to be included in such registration either pursuant to this Agreement or pursuant to any registration rights agreement in effect on the date hereof and (iii) THIRD, the Common Stock requested to be included in such registration statement and offered to by the public. If Distribution elects holders thereof entitled to participate in such registration under registration rights agreements effective after the offeringdate hereof. To the extent that the privilege of including Registrable Common Stock or other shares of Common Stock in any Piggyback Registration must be allocated among the holders thereof pursuant to clause (A)(ii) or (B)(ii) above, upon the request allocation shall be made pro rata based on the number of shares of Common Stock that each such participant shall have requested to include therein and to the Companyextent that the privilege of including Common Stock in any Piggyback Registration must be allocated among the holders thereof pursuant to clause (A)(iii) or (B)(iii) above, Distribution the allocation shall enter into be made pro rata based on the number of shares of Common Stock that each shall such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Distribution participant shall not be entitled have requested to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an Electioninclude therein.

Piggy Back Registration. (a1) If If, at any time on or after the Company intends date hereof and prior to theMaturity Date, the Payor proposes to file on its behalf or on behalf of any of its securityholders a Registration Statement registration statement under the Securities Act in connection with a public respect to an offering by the Payor or any other party of any securities class of the Company on a form and in a manner that would permit the registration for offer and sale under the equity security similar to any Registerable Securities Act of Registrable EXHIBIT 1.46 Securities, (other than a registration statement on Form S-4 or Form S-8 or Form S-4any successor form or a registration statement filed solely in connection with a stock option or other employee benefit plan, an exchange offer, a business combination transaction or an offering of securities solely to the existing stockholders or employees of the Payor), then the Company Payor, on each such occasion, shall give written notice (an "Intended Offering each, a “Piggy-Back Notice"”) of such intention proposed filing to Distribution all of the Rightsholders owning Registerable Securities at least 20 business fifteen days prior to before the anticipated filing date of such registration statement, and such Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Such Intended Offering Notice Each such Rightsholder shall offer have the right, exercisable for the five days immediately following the giving of a Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Payor shall use reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Payor included therein. Notwithstanding anything to the contrary contained in this Section 9.2(1), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Payor and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Payor shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration statement for offer to the public such number of Registrable Securities as Distribution may request, subject to the conditions set forth herein, and shall specify, rights) to the extent then known, necessary to reduce the number and class total amount of securities 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 a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery of the Intended Offering Notice, if Distribution desires to participate included in such offering. The Piggy-back Notice shall set forth offering to the number of Registrable Securities Distribution desires to have included amount recommended by such managing underwriter(s) in the registration statement and offered to the public. If Distribution elects to participate in the offering, upon the request of the Company, Distribution shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Distribution shall not be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an Electionmanaging underwriter’s written opinion.

Piggy Back Registration. (a) If the Company at any time the Company intends (other than pursuant to file on its behalf or on behalf of Section 2.1) proposes to register any of its securityholders a Registration Statement securities under the Securities Act in connection with a public offering for sale to the public, whether for its own account or for the account of any securities other shareholders of the Company or both (except with respect to (i) an Initial Public Offering, (ii) Registration Statements on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable EXHIBIT 1.46 SecuritiesForms S-4, other than a registration statement on Form S-8 or Form S-4any successor to such forms, then (iii) any Registration Statexxxx xxxluding only securities issued pursuant to a dividend reinvestment plan, (iv) a Registration Statement in which the only securities to be registered are securities issuable upon conversion of debt securities or other convertible securities which are also being registered or (v) another form of Registration Statement not available for registering the Registrable Securities for sale to the public), each such time the Company shall promptly give written notice (an "Intended Offering Notice") to the Preferred Holders of such its intention to Distribution at least 20 business days prior to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number of Registrable Securities as Distribution may requestdo so (each, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities 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 a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise the Company in writing (such written notice being a "Piggy-back Back Notice"). Upon the written request of the Requisite Series C Holders, received by the Company within twenty (20) not later than 10 business days after the Company's date of delivery of the Intended Offering a Piggy-Back Notice, if Distribution desires in accordance with Section 3.4, to participate register any or all of the Registrable Securities held by the Series C Holders as stated in such request, the Company shall use its best efforts to cause the Registrable Securities as to which registration shall have been so requested to be included in such Registration Statement. If the Registration Statement relates to an underwritten public offering, the Company shall so advise the Preferred Holders as a part of a Piggy-Back Notice. In such event, the Preferred Holders' right to include Registrable Securities in such registration shall be conditioned upon its participation in such underwriting to the extent provided herein. The Piggy-back Notice shall set forth the number of Registrable Securities Distribution desires to have included Preferred Holders, if participating in the registration statement and offered to the public. If Distribution elects to participate in the offeringsuch distribution, upon the request of the Company, Distribution shall enter into such underwriting, custody and other agreements as are an underwriting agreement in customary in connection with registered secondary offerings or necessary or appropriate in connection form with the offering. Distribution underwriter or underwriters selected for underwriting by the Company; the terms of which shall not be entitled no less favorable to be named as a selling securityholder in the Registration Statement or Preferred Holders than the terms afforded therein to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an ElectionCompany.

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf or on behalf of any of its securityholders a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its securityholders of any class of its common equity securities (other than (i) the first firm commitment underwritten public offering of Common Stock by the Company pursuant to an effective registration statement under the Securities Act, (ii) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC), or (iii) a Registration Statement filed in connection with a public an exchange offer or offering of any securities of solely to the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable EXHIBIT 1.46 Securities, other than a registration statement on Form S-8 or Form S-4Company’s existing securityholders), then the Company shall give written notice (an "Intended Offering Notice") of such intention to Distribution at least 20 business days prior proposed filing and the intended method of sale or disposition in such offering to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number Holders of Registrable Securities as Distribution may requestsoon as practicable (but in no event fewer than 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register for disposition by the intended method thereof such number of shares of Registrable Securities, subject to Section 2.2(b), as each such Holder may request in writing within 15 days after receipt of such written notice from the conditions set forth herein, and Company (a “Piggy-Back Registration”). The Company shall specify, use its reasonable best efforts to keep such Piggy-Back Registration continuously effective under the extent then known, Securities Act until the number and class earlier to occur of securities proposed to be registered, (A) the proposed consummation of the distribution by the Selling Holders of all of the Registrable Securities covered thereby or (B) 90 days after the effective date of filing such Registration Statement. Any Selling Holder shall have the right to withdraw its request for inclusion of such registration statement, its Registrable Securities in any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its irrevocable election to withdraw. The Company may withdraw a Piggy-Back Registration at any time prior to the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise time it becomes effective or the Company in writing (such may elect to delay the registration; provided, however, that the Company shall give prompt written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery of the Intended Offering Notice, if Distribution desires thereof to participate in such offeringparticipating Selling Holders. The Piggy-back Notice shall set forth the number Company will pay all Registration Expenses in connection with each registration of Registrable Securities Distribution desires requested pursuant to have included in the registration statement this Section 2.2, and offered each Selling Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the publicsale or disposition of such Holder’s Registrable Securities pursuant to a Registration Statement effected pursuant to this Section 2.2. If Distribution elects No registration effected under this Section 2.2, and no failure to participate in effect a registration under this Section 2.2, shall relieve the offering, Company of its obligation to effect a registration upon the request of the Company, Distribution shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Distribution shall not be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales Holders of Registrable Securities unless Distribution has made an Electionpursuant to Section 2.1 hereof.

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf or on behalf of any of its securityholders a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its security holders of Common Stock (other than (i) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC), (ii) a Registration Statement filed in connection with a public an offering of securities solely to the Company's existing security holders or any offer of debt securities of the Company on or convertible debt securities or (iii) a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable EXHIBIT 1.46 Securities, other than a registration statement on Form S-8 or Form S-4Demand Registration), then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to Distribution at least 20 business the Holders of Registrable Securities as soon as practicable (but in no event fewer than 15 days before the anticipated filing date or 10 days if the Company is subject to filing reports under the Exchange Act and able to use Form S-3 under the Securities Act), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing not later than 15 days prior to the anticipated filing effective date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number Registration Statement (or eight days of Registrable Securities as Distribution may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities 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 a good faith estimate by the Company notice of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise filing if the Company in writing (is subject to filing reports under the Exchange Act and able to use Form S-3 under the Securities Act) after receipt of such written notice being from the Company (which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder and the intended method of distribution thereof) (a "Piggy-back NoticeBack Registration"). The Company shall use its best efforts to keep such Piggy-Back Registration continuously effective under the Securities Act until at least the earlier of (A) not later than 10 business 90 days after the Company's delivery effective date thereof or (B) the consummation of the Intended Offering Noticedistribution by the Holders of all of the Registrable Securities covered thereby. Subject to Section 2.2(b), the Company shall cause the managing underwriter or underwriters, if Distribution desires any, of such proposed offering to participate permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such offeringRegistrable Securities in accordance with the intended method of distribution thereof. Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective or the Company may elect to delay the registration; PROVIDED, HOWEVER, that the Company shall give prompt written notice thereof to participating Selling Holders. The Piggy-back Notice Back Registration right of holders of Warrants and Warrant Shares shall set forth not apply to any Public Equity Offering that is the number initial Public Equity Offering of the Company unless the securities of other Selling Holders are to be included therein. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities Distribution desires requested pursuant to have included in the registration statement this Section 2.2, and offered each Holder of Registrable Securities shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the publicsale or disposition of such Holder's Registrable Securities pursuant to a Registration Statement effected pursuant to this Section 2.2. If Distribution elects No registration effected under this Section 2.2, and no failure to participate in effect a registration under this Section 2.2, shall relieve the offering, Company of its obligation to effect a registration upon the request of the Company, Distribution shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Distribution shall not be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales Holders of Registrable Securities unless Distribution has made an Electionpursuant to Section 2.1 hereof, and no failure to effect a registration under this Section 2.2 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Company of any other obligation under this Agreement.

Piggy Back Registration. (a) If If, at any time prior to the Company intends second anniversary of the Closing Date, Partnership proposes to file on its behalf or on behalf of register any of its securityholders a Registration Statement Limited Partnership Units under the Securities Act in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable EXHIBIT 1.46 Securities, (other than a registration statement (i) on Form S-8 or Form S-4S-4 or any successor similar forms, then (ii) relating to Limited Partnership Units issuable upon exercise of employee unit options or in connection with any employee benefit or similar plan of the Company shall Partnership, or (iii) in connection with a direct or indirect acquisition by the Partnership of another company), whether or not for sale for its own account, it will each such time give prompt written notice (an "Intended Offering Notice") of such intention to Distribution at least 20 business days prior to the anticipated filing date of the registration statement relating to such registration statement. Such Intended Offering Notice to Contributors, which notice shall set forth Contributors' rights under this Section 5.5 and shall, subject to the provisions of Section 5.5(b) below, offer Contributors the opportunity to include in such registration statement for offer to the public such number of Registrable Securities Units as Distribution Contributors may request, subject . Subject to the conditions set forth hereinforegoing, upon the written notice of Contributors made within 10 days after the receipt of written notice from the Partnership (which request shall specify the number of Units intended to be disposed of by Contributors and shall specify, to the extent then knownintended method of disposition thereof), the number and class Partnership will use its best efforts to effect the registration under the Securities Act of securities proposed all Units which Contributors have so requested to be registered; provided that (A) if such registration involves an underwritten public offering and sale of Limited Partnership Units for cash pursuant to an effective registration statement under the Securities Act (a "Public Offering"), Contributors must sell their Units to the proposed underwriters on the same terms and conditions as apply to the Partnership and (B) if, at any time after giving written notice of its intention to register any Limited Partnership Units pursuant to this Section 5.5(a) and prior to the effective 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 a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery of the Intended Offering Notice, if Distribution desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities Distribution desires to have included in the registration statement and offered to the public. If Distribution elects to participate in the offering, upon the request of the Company, Distribution shall enter into such underwriting, custody and other agreements as are customary filed in connection with registered secondary offerings or necessary or appropriate such registration, the Partnership shall determine for any reason not to register such Limited Partnership Units, the Partnership shall give written notice to Contributors and, thereupon, shall be relieved of its obligation to register any Units pursuant to this Section 5.5 in connection with such registration. The Partnership will pay all Registration Expenses (as defined below) in connection with each registration of Units requested pursuant to this Section 5.5. Contributors shall be responsible for the offering. Distribution shall not be entitled payment of any discounts and/or commissions of underwriters or placement agents and all fees and expenses of any counsel representing Contributors, if any, in connection with resales of Units subject to be named as a selling securityholder in the Registration Statement or any registration pursuant to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an Electionthis Section 5.5.

Piggy Back Registration. (a) If at any time the Company intends to file on its behalf or on behalf of any of its securityholders shareholders (including Covered Holders, with respect to Registrable Securities, and Bayer Corporation or its permitted transferees, with respect to Bayer Securities) a Registration Statement under the Securities Act registration statement in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable EXHIBIT 1.46 SecuritiesSecurities of Common Stock held by such Covered Holder, other than a registration statement on Form S-8 or Form S-4S-4 or any successor form or other forms promulgated for similar purposes, then the Company shall give written notice (an "Intended Offering Notice") of such intention to Distribution each Covered Holder at least 20 30 business days prior to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number or amount of Registrable Securities as Distribution each such Covered Holder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities 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 available or as soon as available) a good faith estimate (which may be a range) by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Distribution Any Covered Holder desiring to have Registrable Securities included in such registration statement and offered to the public shall so advise the Company in writing (such the written notice of any such Covered Holder being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to the Covered Holders of the Intended Offering Notice, if Distribution desires to participate in such offering. The Piggy-back Notice shall set setting forth the number of Registrable Securities Distribution such Covered Holder desires to have included in the registration statement and offered to the public. If Distribution elects to participate in the offering, upon Upon the request of the Company, Distribution such Covered Holders shall enter into such underwriting, custody and other agreements as are shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Distribution No Covered Holder shall not be entitled to be named as a selling securityholder shareholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made such Covered Holder is an ElectionElecting Holder.

Piggy Back Registration. (a) If at any time after the one (1) year anniversary of the First Tranche Closing Date, the Company intends shall determine to prepare and file on its behalf or on behalf of any of its securityholders with the SEC a Registration Statement under the Securities Act in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale statement under the Securities Act of Registrable EXHIBIT 1.46 Securitiesany of its Common Stock relating to an offering for its own account or the account of others, other than a registration statement on Form S-8 S-4 or Form S-4S-8 (each as promulgated under the Securities Act) or their then equivalents relating to Common Stock to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s equity incentive or other employee benefit plans, then the Company shall give prompt written notice (an "Intended Offering Notice") to the Purchaser of such its intention to Distribution at least 20 business days prior do so and of the Purchaser’s right to have the anticipated filing date Company register the Purchaser’s shares of such registration statement. Such Intended Offering Notice shall offer Common Stock pursuant to include in such registration statement this subsection 11(b), including for offer to this purpose shares of Common Stock issuable upon conversion of the public such number of Registrable Securities as Distribution may request, subject to the conditions set forth herein, and shall specifyPreferred Stock and, to the extent then knownother registration rights are not provided by the terms of any financing in which the Convertible Note is converted, the Convertible Note, to the extent permitted under the applicable rules and regulations, but not including any shares of the Preferred Stock. Upon the written request of the Purchaser made within ten (10) days after the receipt of any such notice (which request shall specify the number and class of securities proposed shares of Common Stock to be registereddisposed of by the Purchaser (the “Registrable Shares”)), the proposed Company will use its best efforts to effect the registration under the Securities Act of the Registrable Shares to the extent required to permit the disposition of the Registrable Shares; provided that (i) if, at any time after giving written notice of its intention to register any Common Stock and prior to the effective date of filing the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the Common Stock to be sold by it, the Company may, at its election, give written notice of such determination to the Purchaser and, thereupon, shall be relieved of its obligation to register the Registrable Shares in connection with such registration statement(but not from its obligation to pay the registration expenses in connection therewith), any proposed means of distribution of and (ii) if such securitiesregistration involves an underwritten or agented offering, any proposed managing underwriter or the Purchaser must sell the Registrable Shares to the underwriters of such securities and a good faith estimate selected by the Company of on the proposed maximum offering price of same terms and conditions as apply to the Company and any other selling shareholders, with such securitiesdifferences, including any with respect to indemnification and liability insurance, as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery of the Intended Offering Notice, if Distribution desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities Distribution desires to have included in the registration statement and offered to the public. If Distribution elects to participate in the offering, upon the request of the Company, Distribution shall enter into such underwriting, custody and other agreements as are may be customary in connection with registered secondary offerings or necessary or appropriate in connection with combined primary and secondary offerings. Notwithstanding the offering. Distribution shall not be entitled foregoing, the Purchaser’s rights pursuant to this subsection 11(b) will terminate upon the later of (i) five (5) years from the last Closing Date under this Agreement and (ii) the date that all Shares held by the Purchaser are able to be named as a selling securityholder in sold under Rule 144(k) of the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an ElectionAct.

Piggy Back Registration. (a) If at At any time after the initial Public Offering of the Company, if the Company intends proposes to file on its behalf or on behalf of any of its securityholders a Registration Statement registration statement under the Securities Act in connection with a public respect to an offering of Common Stock by the Company for its own account, or an offering of Common Stock for the account of any securities stockholder of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act or any group of Registrable EXHIBIT 1.46 Securities, such stockholders (other than a registration statement on Form S-4 or S-8 or Form S-4any successor forms or any other forms not available for registering capital stock for sale to the public), then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to Distribution each holder of Registrable Securities at least 20 business 30 days prior to before the anticipated filing date of date, and such notice shall describe in detail the proposed registration statement. Such Intended Offering Notice shall and distribution (including whether the offering will be underwritten and those jurisdictions where registration under the securities or blue sky laws is intended) and offer such holders the opportunity to include in such registration statement for offer to register the public such number of Registrable Securities as Distribution each such holder may request. The Company shall use its best efforts, subject to within 10 days of the conditions set forth herein, and shall specifynotice provided for in the preceding sentence, to cause the extent then known, the number and class of securities 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 a good faith estimate by proposed underwritten offering (the "Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise the Company in writing (such written notice being a "Piggy-back NoticeUnderwriter") not later than 10 business days after to permit the Company's delivery of the Intended Offering Notice, if Distribution desires to participate in such offering. The Piggy-back Notice shall set forth the number holders of Registrable Securities Distribution desires to who have included in the registration statement and offered to the public. If Distribution elects requested to participate in the offering, upon registration for such offering to include such Registrable Securities in such offering on the request same terms and conditions as the securities of the CompanyCompany included therein, Distribution including execution of an underwriting agreement in customary form. Notwithstanding the foregoing, if the Company Underwriter delivers a written opinion to the holders of Registrable Securities that marketing considerations require a limitation on the number of securities to be sold, then the amount of securities in excess of the amount to be registered for sale by the Company to be offered for the account of holders of Registrable Securities requesting registration shall enter into be reduced pro rata based on the Registrable Securities held by each such underwritingholder, custody and other agreements as are customary to the extent necessary to reduce the total securities to be included in the offering to the amount recommended by the Company Underwriter. The Company shall bear all Registration Expenses in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Distribution shall not be entitled any registration pursuant to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an Electionthis Section 4.

Piggy Back Registration. (a) If If, at any time or from time to time while any Registrable Securities are outstanding, the Company intends proposes to file on its behalf or on behalf of register any of its securityholders a Registration Statement securities (whether for its own or others' account) under the Securities Act in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable EXHIBIT 1.46 Securities, (other than by a registration statement Registration Statement on Form S-8 or Form S-4S-4 or other form that does not include substantially the same information as would be required in a form for the general registration of securities or that would not be available for registration of Registrable Securities), then the Company shall promptly give written notice (an "Intended Offering Notice") to the Holders of the Company's intention to effect such registration. If, within 15 days after receipt of such intention to Distribution at least 20 business days prior notice, any Holder submits a written request to the anticipated filing date Company specifying the Registrable Securities such Holder proposes to sell or otherwise dispose of such registration statement. Such Intended Offering Notice (a "Piggy-Back Registration"), the Company shall offer to include in such registration statement for offer to the public such number of shares of Registrable Securities as Distribution may request, subject specified in such Holder's request in such Registration Statement and the Company shall use its reasonable best efforts to keep each such Registration Statement in effect and to maintain compliance with Federal and state Securities and Blue Sky laws and regulations for the conditions set forth herein, and shall specify, period necessary for such Holder to the extent then known, the number and class of securities proposed to be registered, effect the proposed date of filing of such registration statementsale or other disposition. Any Holder participating in an Underwritten Offering pursuant to this Section 3.2 shall, any proposed means of distribution of such securities, any proposed if required by the managing underwriter or underwriters of such securities and offering, enter into an underwriting agreement in a good faith estimate form customary for Underwritten Offerings of the same general type as such offering. Unless a Holder, or a person acting on behalf of a Holder, has commenced a distribution thereunder, nothing in this Section 3.2 will create any liability on the part of the Company to the Holders of Registrable Securities if the Company for any reason should decide not to file a Registration Statement proposed to be filed under the preceding paragraph or to withdraw such Registration Statement subsequent to its filing, regardless of any action whatsoever that a Holder may have taken, whether as a result of the issuance by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise the Company in writing (such written any notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery of the Intended Offering Notice, if Distribution desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities Distribution desires to have included in the registration statement and offered to the public. If Distribution elects to participate in the offering, upon the request of the Company, Distribution shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings hereunder or necessary or appropriate in connection with the offering. Distribution shall not be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an Electionotherwise.

Piggy Back Registration. (a) If If, at any time while the Purchaser owns the Purchased Shares, there is not an effective Registration Statement covering all of the Purchased Shares and the Company intends shall determine to prepare and file on its behalf or on behalf of any of its securityholders a Registration Statement under with the Securities Act in connection with and Exchange Commission (the “SEC”) a public registration statement (the “Registration Statement”) relating to an offering for its own account or the account of any securities of the Company on a form and in a manner that would permit the registration for offer and sale others under the Securities Act of Registrable EXHIBIT 1.46 Securitiesany of its equity securities, other than a registration statement on Form S-8 S-4 or Form S-4S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall give deliver to Purchaser a written notice (an "Intended Offering Notice") of such intention to Distribution at least 20 determination and, if within fifteen business days prior to after the anticipated filing date of the delivery of such registration statement. Such Intended Offering Notice notice, Purchaser shall offer to so request in writing, the Company shall include in such registration statement for offer to the public all or any part of such number of Registrable Securities Purchased Shares as Distribution may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed Purchaser requests to be registered, . In connection with the proposed date of filing of such registration statementthe Registration Statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by Purchaser agrees to furnish to the Company a completed questionnaire in the form and substance approved by counsel for the Company (the “Selling Stockholder Questionnaire”) no less than five days prior to the filing of the proposed maximum offering price Registration Statement. Notwithstanding any other provision of such securities, as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery of the Intended Offering Noticethis Section 4, if Distribution desires to participate in such offering. The Piggy-back Notice shall set the SEC or any SEC guidance sets forth a limitation on the number of Registrable Securities Distribution desires securities permitted to have included in the registration statement and offered to the public. If Distribution elects to participate in the be registered on a particular Registration Statement as a secondary offering, upon Purchaser understands and agrees that the request of Purchased Shares shall be the Company, Distribution shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Distribution shall not be entitled to be named as a selling securityholder in first securities removed from the Registration Statement in order to comply with the SEC or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an ElectionSEC guidance.

Piggy Back Registration. (a) If the Company shall at any time after the Company intends Effective Date propose to file on its behalf or on behalf of any of its securityholders a Registration Statement registration statement under the Securities Act in connection with a public for an offering of any securities of the Company on a form and in a manner that would permit (whether for its own account or the registration account of any holder of its securities) for offer and sale under the Securities Act of Registrable EXHIBIT 1.46 Securities, cash (other than an offering relating to an employee benefit plan or a registration statement on Form S-8 S-4 or Form S-4similar form), then the Company shall give provide prompt written notice (an "Intended Offering Notice") of such intention to Distribution at least 20 business proposal, in any event, not less than 30 days prior to before the anticipated filing date, to the Stockholder of its intention to do so and of the rights of the Stockholder and its Affiliates under this Section 3 and, subject to the rights of other holders of the Company's securities with respect to such offering existing as of the date of such registration statement. Such Intended Offering Notice hereof, shall offer use its reasonable best efforts to include in such registration statement for offer to the public such number of Registrable Securities as Distribution may requestin such registration statement which the Company has been so requested to register by the Stockholder or its Affiliates, subject which request shall be made to the conditions set forth hereinCompany within 30 days after the Stockholder receives notice from the Company of such proposed registration; provided, that (i) if, at any time after giving written notice of its intention to register any securities and shall specify, prior to the extent then knowneffective date of the registration statement filed in connection with such registration, the number and class of securities proposed Company shall determine for any reason not to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of register such securities, any proposed managing underwriter or underwriters the Company may, at its election, give written notice of such securities determination to the Stockholder or its Affiliate and, thereupon, 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 referred to in Section 6 incurred in connection therewith), and a good faith estimate (ii) if such registration involves an underwritten offering, all holders of Registrable Securities that are included in the Company's registration shall sell their Registrable Securities to the underwriters selected by the Company or other holders of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery securities having an existing right as of the Intended Offering Notice, if Distribution desires date hereof to participate in such offering on the same terms and conditions that apply to the Company and/or such other holders, with such differences, including with respect to indemnification, as may be customary or appropriate in combined primary and secondary offerings. If a registration proposed pursuant to this Section 3(a) involves an underwritten public offering. The Piggy-back Notice shall set forth the number , any holder of Registrable Securities Distribution desires requesting to have be included in such registration may elect, in writing prior to the effective date of the registration statement and offered to the public. If Distribution elects to participate in the offering, upon the request of the Company, Distribution shall enter into such underwriting, custody and other agreements as are customary filed in connection with registered secondary offerings or necessary or appropriate such registration, not to register such securities in connection with the offering. Distribution shall not be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an Electionsuch registration.

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf or on behalf of any of its securityholders a Registration Statement registration statement under the Securities Act in connection with a public respect to an offering by the Company for its own account or for the account of others (the "Initiating Shareholders") of any securities class of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable EXHIBIT 1.46 Securities, ----------------------- security (other than pursuant to a registration statement on Form Forms S-4 or S-8 (or Form S-4successor forms) or in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders), including a Demand Registration Statement or a Shelf Registration Statement, then the Company shall in each case give written notice (an "Intended Offering Notice") of such intention to Distribution at least 20 business days prior proposed filing to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number holders of Registrable Securities as Distribution may request, subject to the conditions set forth herein, and Common Stock (which notice shall specifyindicate, to the extent then known, the number and class of securities proposed managing underwriter or underwriters, if such offering is to be registeredunderwritten, and such other terms of the proposed date offering that the Company reasonably believes to be material to the holders of filing Registrable Common Stock) and shall include in such registration statement all or a portion of the Registrable Common Stock owned by such holders which such holders shall request to be so included by written notice given by such holders to the Company within 10 business days after such holder's receipt of such notice from the Company (a "Piggy-back Registration"). The Company shall use its best efforts to effect ----------------------- the registration statement, of all Registrable Common Stock requested to be so registered in such offering on the same terms and conditions as any proposed means similar securities of distribution of such securities, any proposed the Company included therein. If the managing underwriter or underwriters of an underwritten offering, if any, advise the holders of Registrable Common Stock in writing that in its or their reasonable opinion or, in the case of a Piggyback Registration not being underwritten, the Company shall reasonably determine (and notify the holders of Registrable Common Stock of such determination), after consultation with an investment banker of nationally recognized standing, that the number of shares of Common Stock or other securities and a good faith estimate proposed to be sold in such registration will adversely affect the success of such offering, the Company will include in such registration the number of securities, if any, which, in the opinion of such underwriter or underwriters, or the Company, as the case may be, can be sold as follows: (A) if such registration was initiated by the Company, (i) first, the shares the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on sell, (ii) second, the facing page ----- ------ Registrable Common Stock and other shares of Common Stock requested to be included in such registration statement. Distribution shall advise by the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery of the Intended Offering Notice, if Distribution desires holders thereof entitled to participate in such offering. The Piggy-back Notice shall set forth registration under this Agreement or under any registration rights agreement in effect on the date hereof and (iii) third, the Common Stock ----- requested to be included in such registration by the holders thereof entitled to participate in such registration under a registration rights agreement effective after the date hereof and (B) if such registration was initiated as the result of the exercise of a demand registration right of holders of Common Stock (i) first, the shares of Common Stock requested to be included in such registration ----- by the demanding holders pro rata among those requesting such registration on the basis of the number of Registrable Securities Distribution desires shares of Common Stock requested to have be included), (ii) second, shares to be issued and sold by the Company and shares held by ------ Persons other than the demanding holders and requested to be included in such registration either pursuant to this Agreement or pursuant to any registration rights agreement in effect on the date hereof and (iii) third, the Common Stock ----- requested to be included in such registration statement and offered to by the public. If Distribution elects holders thereof entitled to participate in such registration under registration rights agreements effective after the offeringdate hereof. To the extent that the privilege of including Registrable Common Stock or other shares of Common Stock in any Piggyback Registration must be allocated among the holders thereof pursuant to clause (A)(ii) or (B)(ii) above, upon the request allocation shall be made pro rata based on the number of shares of Common Stock that each such participant shall have requested to include therein and to the Companyextent that the privilege of including Common Stock in any Piggyback Registration must be allocated among the holders thereof pursuant to clause (A)(iii) or (B)(iii) above, Distribution the allocation shall enter into be made pro rata based on the number of shares of Common Stock that each shall such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Distribution participant shall not be entitled have requested to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an Electioninclude therein.

Piggy Back Registration. (a) If the Company at any time the Company intends proposes to file on its behalf or on behalf of any of its securityholders a Registration Statement registration statement under the Securities Act on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in connection with a public offering of any securities transaction of the Company on a form and type referred to in a manner that would permit the registration for offer and sale Rule 145 under the Securities Act or to employees of Registrable EXHIBIT 1.46 SecuritiesCompany pursuant to any employee benefit plan, other than respectively) for the general registration of securities (a registration statement on Form S-8 or Form S-4“Piggy-back Registration Statement”), then the Company shall it will give written notice (an "Intended Offering Notice") to all Holders at least 15 days before the initial filing with the SEC of such intention Piggy-back Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to Distribution at least 20 business days prior to the anticipated filing date of such registration statementbe registered by Company. Such Intended Offering Notice The notice shall offer to include in such registration statement for offer to filing the public such aggregate number of shares of Registrable Securities as Distribution such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within 10 Business Days after the date of receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the conditions set forth hereinnext sentence, and shall specifyuse its best efforts to effect registration under the Securities Act of such shares. In connection with any registration subject to this Section 3, to the extent then known, the number and class of securities proposed which is to be registeredeffected in a firm commitment underwriting, Company will not be required to include Registrable Securities in such underwriting unless the proposed date of filing Holder of such registration statement, any proposed means Registrable Securities accepts the terms and conditions of distribution of such securities, any proposed the underwriting agreement which is agreed upon between Company and the managing underwriter or underwriters of such securities and a good faith estimate selected by the Company of the proposed maximum offering price of such securitiesCompany, so long as such price is proposed underwriting agreement conforms to appear industry standards and practices and the obligations and liabilities imposed on the facing page Holders under such agreement are customary for the stockholders selling securities in an underwritten offering. If the managing underwriter of such registration statement. Distribution a proposed public offering shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after that, in its opinion, the Company's delivery distribution of the Intended Offering Notice, if Distribution desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities Distribution desires requested to have be included in the registration statement concurrently with the securities being registered by Company would materially and offered adversely affect the distribution of such securities by Company, then all selling security holders with piggy-back registration rights shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Company. The Company shall have the right to terminate or withdraw any Registration Statement initiated under this Section 3 prior to the public. If Distribution elects to participate in the offering, upon the request effectiveness of the Company, Distribution shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Distribution shall not be entitled to be named as a selling securityholder in the Registration Statement whether or not the Holders have elected to use the Prospectus forming a part thereof for sales of include Registrable Securities unless Distribution has made an Electionin such Registration Statement.

Piggy Back Registration. (a) If If, at any time following the Closing, the Company intends proposes to file register any Common Stock under the Securities Act on its behalf or on behalf of any of its securityholders a Registration Statement under the Securities Act in connection with a public offering of any securities of the Company stockholders, on a form and in a manner that would permit registration of the registration for offer and sale under the Securities Act of Registrable EXHIBIT 1.46 Securities, Shares (other than in connection with dividend reinvestment plans, rights offerings or a registration statement on Form S-4 or S-8 or Form S-4any similar successor form), then the Company shall give reasonably prompt written notice (an "Intended Offering Notice") to Parent, on behalf of such the Shareholder Group, of its intention to Distribution at least 20 business days do so, which notice shall be given to Parent not less than 15 Business Days prior to the anticipated contemplated filing date of for such registration statement. Such Intended Offering Notice Upon the written election of Parent, on behalf of the Shareholder Group (a "PIGGY-BACK REQUEST"), given within 10 Business Days following the receipt by Parent of any such written notice (which election shall offer specify the number of the Registrable Shares intended to be disposed of by the Shareholder Group), the Company shall include in such registration statement for offer to the public such number of Registrable Securities as Distribution may request(a "PIGGY-BACK REGISTRATION"), subject to the conditions provisions of this Section 5.2 and, in the case of a registration on behalf of any of the Company's stockholders, subject to the rights of such stockholders, such number of the Registrable Shares as shall be set forth herein, and in such Piggy-Back Request. No registration effected under this Section 5.2 shall specify, relieve the Company of its obligations to effect a Demand Registration required under Section 5.1. (b) In the extent then known, event that the number and class of securities proposed Company proposes 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 register Common Stock in connection with an underwritten offering and a good faith estimate nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, a member of the proposed maximum Shareholder Group, or any other holder of Common Stock intending to offer Common Stock in the offering price of such securities(each, as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise the Company in writing (such written notice being a an "Piggy-back NoticeOTHER HOLDER") not later than 10 business days after that, in its opinion, the Company's delivery of the Intended Offering Notice, if Distribution desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities Distribution desires to have included inclusion in the registration statement and offered of some or all of the Registrable Shares sought to be registered by the public. If Distribution elects to participate in Shareholder Group would adversely affect the price or success of the offering, upon the request Company shall include in such registration statement such number of shares of Common Stock as the Company is advised can be sold in such offering without such an effect (the "MAXIMUM NUMBER") as follows and in the following order of priority: (A) FIRST, such number of shares of Common Stock as the Company intended to be registered and sold by the Company if such registration was initiated by the Company or, if such registration is on behalf of any Other Holders, such number of shares of Common Stock as such Other Holders intended to be registered and sold, and (B) SECOND, if and to the extent that the number of shares of Common Stock to be registered under clause (A) is less than the Maximum Number, such number of shares of Common Stock as the Shareholder Group, the Company (if such registration was not initiated by the Company) and any Other Holders (or additional Other Holders) shall have intended to register which, Distribution shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with when added to the offering. Distribution shall not be entitled number of shares of Common Stock to be named as registered under clause (A), is less than or equal to the Maximum Number, on a selling securityholder in PRO RATA basis according to the Registration Statement or total number of shares of Common Stock intended to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an Election.be registered by each such Person. Section 5.3

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf or on behalf of any of its securityholders a Registration Statement registration statement under the Securities Act in connection with a public respect to an offering by the Company for its own account, or an offering for the account of any securities stockholder of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act or any group of Registrable EXHIBIT 1.46 Securities, such stockholders (other than a registration statement on Form S-4 or S-8 or Form S-4any successor forms or any other forms not available for registering capital stock for sale to the public and other than a registration statement filed pursuant to Section 3 hereof), then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to Distribution each holder of Registrable Securities at least 20 business 30 days prior to before the anticipated filing date of date, and such notice shall describe in detail the proposed registration statement. Such Intended Offering Notice shall and distribution (including whether the offering will be underwritten and those jurisdictions where registration under the securities or blue sky laws is intended) and offer such holder the opportunity to include in such registration statement for offer to register the public such number of Registrable Securities as Distribution such holder may requestrequest in writing within ten (10) days after receipt of such written notice from the Company. The Company shall use its best efforts, subject to within twenty (20) days of the conditions set forth herein, and shall specifynotice from the holder provided for in the preceding sentence, to cause the extent then known, the number and class of securities 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 a good faith estimate by proposed underwritten offering (the “Company Underwriter”) to permit the holders of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery of the Intended Offering Notice, if Distribution desires Registrable Securities who have requested to participate in the registration for such offeringoffering to include such Registrable Securities in such offering on the same terms and conditions as the securities of the Company included therein, including execution of an underwriting agreement in customary form. The Piggy-back Notice Notwithstanding the foregoing, if the Company Underwriter delivers a written opinion to the holders of Registrable Securities that marketing considerations require a limitation on the number of securities to be sold, the Company shall set forth include in such registration (except in connection with a Demand Registration, which priority shall be governed by Section 3) for the account of holders of Registrable Securities only that number of Registrable Securities which, in the good faith opinion of the Company Underwriter, can be sold, allocated pro rata, based on the number of Registrable Securities Distribution desires to have included in the registration statement and offered to the public. If Distribution elects to participate in the offering, upon the request of the Company, Distribution shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Distribution shall not be entitled requested to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an Electionincluded by each such holder.

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf or on behalf of ----------------------- register any of its securityholders a Registration Statement securities under the Securities Act for sale to the public (other than in connection an IPO), whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or S-8 for purposes permissible under such forms as of the date hereof, or any successor forms for comparable purposes that may be adopted by the Commission), each such time it will give written notice to all Holders of its intention to do so (but in any event no less than 15 Business Days before the anticipated filing date). Upon the written request of any such Holder, received by the Company no later than the 10th Business Day after receipt by such Holder of the notice sent by the Company, to register, on the same terms and conditions as the shares of securities otherwise being sold pursuant to such registration, any of its Registrable Securities (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company on the same terms and conditions as any similar securities included therein, all to the extent requisite to permit the sale or other disposition by each Holder (in accordance with its written request) of such Registrable Securities so registered; provided, however, that the Company may at any time prior to the effectiveness of any such registration statement, in its sole discretion and without the consent of any Holder, abandon the proposed offering in its entirety. The number of Registrable Securities to be included in such a public registration may be reduced or eliminated if and to the extent the managing underwriter shall render to the Company its opinion that such inclusion would jeopardize the successful marketing of the securities (including the Registrable Securities) proposed to be sold therein. Within 10 Business Days after receipt by each Person proposing to sell Registrable Securities pursuant to the registered offering of any the opinion of such managing underwriter, all such Selling Holders may allocate among themselves the number of shares of such Registrable Securities which such opinion states may be distributed without adversely affecting the distribution of the securities covered by the registration statement (or if such Selling Holders are unable to agree among themselves with respect to such allocation, such allocation shall be in proportion to the respective numbers of shares specified in their respective written requests). Notwithstanding anything to the contrary contained in this Section 2.02, in the event that there is a firm underwriting commitment offer of securities of the Company on pursuant to a form registration statement covering Registrable Securities and a Holder or any other Person does not elect to sell its Registrable Securities to the underwriters of the Company's securities in a manner that would permit connection with such offering, such Holder or any other Person shall not offer for sale, sell, grant any option for the registration sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exchangeable into or exercisable for offer any shares of Common Stock during the period of distribution of the Company's securities by such underwriters, which shall be specified in writing by the underwriters and sale shall not exceed 60 days following the date of effectiveness under the Securities Act of Registrable EXHIBIT 1.46 Securities, other than a registration statement on Form S-8 or Form S-4, then the Company shall give written notice (an "Intended Offering Notice") of such intention to Distribution at least 20 business days prior to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number of Registrable Securities as Distribution may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities 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 a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery of the Intended Offering Notice, if Distribution desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities Distribution desires to have included in the registration statement and offered to the public. If Distribution elects to participate in the offering, upon the request of the Company, Distribution shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Distribution shall not be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an Electionrelating thereto.

Piggy Back Registration. (a) If at any time Whenever the Company intends proposes to file on its behalf or on behalf of any of its securityholders with the Securities and Exchange Commission (the "Commission"), a Registration Statement registration statement under the Securities Act in connection with a public offering of any securities of the Company on a form and in a manner that would permit for the registration for offer and sale under the Securities Act of Registrable EXHIBIT 1.46 Securities, its securities (other than a registration statement (x) relating solely to employee benefit plans or (y) on Form S-8 or any registration form including, without limitation, Form S-4, then which does not permit secondary sales or does not include substantially the Company shall give written notice (an "Intended Offering Notice") same information as would be required to be included in a registration statement covering the sale of such intention to Distribution the Option Shares), it shall, at least 20 business sixty (60) days prior to the anticipated filing date such filing, give notice of such registration statement. Such Intended Offering Notice proposed filing to the Optionee at the address set forth herein and shall offer to include in such registration statement for offer to the public such number of Registrable Securities as Distribution may request, Option Shares which are then subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, exercisable Options on 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 a good faith estimate . Upon receipt by the Company of Company, not less than thirty (30) days prior to the proposed maximum offering price filing date, of a request for inclusion of any such securitiesshares, as the Company shall include such price is proposed to appear shares in such registration statement on the facing page terms and conditions set forth herein, subject to any underwriter's cutback or lock-up. If the underwriter of such registration statement. Distribution shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery proposed offering with respect to which the Optionee has made a request pursuant to this Section 14(a) advises the Company, in the underwriter's reasonable judgment, that such inclusion is likely to adversely affect the market for the securities being registered for sale by the Company, the Company may refuse to include any of the Intended Offering Notice, if Distribution desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities Distribution desires to have included Optionee's Shares in the registration statement and offered filed with respect to the publicsuch offering. If Distribution elects to participate in the offeringIf, upon the request at any time after giving such written notice of the Company, Distribution shall enter into such underwriting, custody 's intention to register any of the Option Shares and other agreements as are customary prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to file the registration statement wherein the Option Shares would be registered secondary offerings or necessary to delay the registration, at its sole election, the Company may give written notice of such determination to the Optionee and thereupon shall be relieved of its obligation to register any Option Shares issued or appropriate issuable in connection with such registration; and in the offeringcase of a determination to delay a registration, the Company shall thereupon be permitted to delay registering any Option Shares for the same period as the delay in respect of securities being registered for the Corporation's own account or the account of others. Distribution The Company may, in its sole discretion and without the consent of the Optionee, withdraw such registration statement and abandon the proposed offering in which the Optionee had requested to participate. The Company shall not be entitled required to be named as a selling securityholder include any of the Option Shares in the Registration Statement or registration statement relating to use an underwritten offering of the Prospectus forming a part thereof for sales Company's securities unless the Optionee accepts the terms of Registrable Securities unless Distribution has made an Election.the underwriting as agreed upon between the Company and the underwriters

Piggy Back Registration. (ai) If at (but without any time obligation to do so) the Company intends proposes to file on its behalf or on behalf of register (including for this purpose a registration effected by the Company for shareholders other than the Holder) any of its securityholders a Registration Statement stock or other securities under the Securities Act in connection with a the public offering of such securities on any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable EXHIBIT 1.46 Securities, (other than a registration statement on Form S-4 or S-8 or Form S-4, then any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company shall pursuant to any employee benefit plan, respectively) (a “Piggy-Back Registration”), it will promptly (and in any case at least 45 days before the initial filing with the SEC of such piggy-back registration statement (the “Piggy-Back Registration Statement”)) give written notice (an "Intended Offering Notice") to each Holder, which notice shall set forth the intended method of such intention disposition of the securities proposed to Distribution at least 20 business days prior to be registered by the anticipated filing date of such registration statementCompany. Such Intended Offering Notice The notice shall offer to include in such registration statement for offer to filing the public such aggregate number of shares of Registrable Securities as Distribution the Holder may request. If the Holder desires to have its Registrable Securities registered under this Section 3, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities 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 a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Distribution Holder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business within 20 days after the date of receipt of such offer from the Company's delivery , setting forth the amount of the Intended Offering Notice, if Distribution desires to participate such Registrable Securities for which registration is requested. The Company shall thereupon include in such offering. The Piggy-back Notice shall set forth filing the number or amount of Registrable Securities Distribution desires for which registration is so requested, subject to have included in provisions of Section 3 below, and shall use its reasonable best efforts to effect registration of such Registrable Securities under the registration statement and offered to Securities Act; provided, however, that the public. If Distribution elects to participate in the offering, upon the request of the Company, Distribution shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Distribution Company shall not be entitled obligated to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of include any Registrable Securities unless Distribution has made an Electionin any such registration, qualification or compliance, pursuant to this Section 3 after the 144 Sale Date.

Piggy Back Registration. (a) Piggy-Back Rights. If the Company proposes to file, at any time the Company intends to file on its behalf or on behalf of any of its securityholders after September 30, 2000, a Registration Statement registration statement under the Securities Act in connection with a public respect to an offering by the Company for its own account, or an offering for the account of any securities stockholder of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act or any group of Registrable EXHIBIT 1.46 Securities, such stockholders (other than a registration statement on Form S-4 or S-8 or Form S-4any successor forms or any other forms not available for registering capital stock for sale to the public), then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to Distribution each Holder at least 20 business 30 days prior to before the anticipated filing date of date, and such notice shall describe in detail the proposed registration statement. Such Intended Offering Notice shall and distribution (including whether the offering will be underwritten and those jurisdictions where registration under the securities or blue sky laws is intended) and offer each Holder the opportunity to include in such registration statement for offer to register the public such number of Registrable Securities as Distribution it may request. The Company shall use its best efforts, subject to within 10 days of the conditions set forth herein, and shall specifynotice provided for in the preceding sentence, to cause the extent then known, the number and class of securities 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 a proposed underwritten offering (the "Company Underwriter") to permit each Holder to include such Registrable Securities in such offering on the same terms and conditions as the securities and a good faith estimate by of the Company or the other group of stockholders included therein, including execution of an underwriting agreement in customary form. Notwithstanding the proposed maximum offering price of such securitiesforegoing, as such price is proposed to appear on if the facing page of such registration statement. Distribution shall advise Company Underwriter advises the Company in writing (such written notice being that marketing considerations require a "Piggy-back Notice") not later than 10 business days after the Company's delivery of the Intended Offering Notice, if Distribution desires to participate in such offering. The Piggy-back Notice shall set forth limitation on the number of Registrable Securities Distribution desires securities to have included be sold, the Company shall include in the such registration statement and offered to the public. If Distribution elects to participate in the offering, upon the request of the Company, Distribution shall enter into such underwriting, custody and other agreements as are customary (except in connection with registered secondary offerings or necessary or appropriate a Demand Registration, which priority shall be governed by Section 3), only that number of securities which the Company Underwriter determines in connection with its sole discretion will not jeopardize the success of the offering. Distribution shall not be entitled Allocation of securities to be named as a selling securityholder sold in the Registration Statement or offering among the holders of securities (including the Holders) requesting to use be included in such registration pursuant to "piggy-back" registration rights granted by the Prospectus forming Company (the "Requesting Holders") shall be made on a part thereof for sales of Registrable Securities unless Distribution has made an Election.priority basis as follows:

Piggy Back Registration. (a) If at any time the Company intends Issuer proposes or is required to file on its behalf or on behalf of any of its securityholders a Registration Statement registration statement under the Securities Act in connection with a public respect to an offering by the Issuer for its own account and/or for the account of others of any securities class of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable EXHIBIT 1.46 Securities, equity security (other than a registration statement on Form S-8 or Form S-4filed in connection with any exchange offer or an offering of securities solely to the Issuer's existing stockholders or a registration statement pursuant to Section 7.1 hereof), then the Company Issuer shall in each case give written notice (an "Intended Offering Notice") of such intention proposed filing to Distribution all Holders at least 20 business 15 days prior to before the anticipated filing date date, and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as such Holder may request; provided that the Issuer may at any time withdraw or cease proceeding with any registration of Registrable Securities described in this Section 7.2 if it shall at the same time withdraw or cease proceeding with the registration of such registration statementother securities originally proposed to be registered. Such Intended Offering Notice The Issuer shall offer use its best efforts to cause the underwriter of a proposed underwritten offering to permit such Holders to include such securities in such offering on the same terms and conditions as any similar securities of the Issuer included therein. Notwithstanding the foregoing, if the underwriter of such offering informs the Holders that the total amount or kind of securities which such Holders, the Issuer and any other Persons intend to include in such registration statement offering is sufficiently large to materially and adversely affect the success of such offering, then the amount to be offered shall be reduced pro rata among the Holders and any other Persons proposing to register securities (other than a Person for offer to whom the public such Issuer is making a Required Registration) on the basis of the number of Registrable Securities as Distribution may request, subject shares proposed to the conditions set forth herein, and shall specifybe registered by them, to the extent then knownnecessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter. In connection with a piggy-back registration, the number Issuer will bear all Registration Expenses (other than underwriting discounts for the Registrable Securities and class counsel fees of securities proposed to the Holders, which shall 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 a good faith estimate borne by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery of the Intended Offering Notice, if Distribution desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities Distribution desires to have included in the registration statement and offered to the public. If Distribution elects to participate in the offering, upon the request of the Company, Distribution shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Distribution shall not be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an ElectionHolders.)

Piggy Back Registration. (a) If at If, after the Effective Time, Parent proposes to register any time the Company intends to file on its behalf or on behalf of any of its securityholders a Registration Statement Parent Common Stock under the Securities Act in connection with a public offering for sale to the public, whether for its own account or for the account of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable EXHIBIT 1.46 Securities, other than security holders or both (except pursuant to a registration statement on Form S-4 or S-8 (or Form S-4any substitute form adopted by the SEC) or any other form that does not permit the inclusion of shares by its security holders), then the Company shall Parent will give written notice (an "Intended Offering Notice") to the Stockholders of such its intention to Distribution do so and, upon the written request of any Stockholder given within twenty (20) days after receipt of any such notice (which request shall specify the number of Merger Shares intended to be sold or disposed of by such Stockholders and the nature of any proposed sale or other disposition thereof), Parent will use its commercially reasonable efforts to cause all Merger Shares that such Stockholders shall have requested the registration of to be included in such notification or the registration statement proposed to be filed by Parent; provided, however, that nothing herein shall prevent Parent from, at least 20 business days prior to any time, abandoning, delaying or suspending the anticipated filing date effectiveness of any such registration. If any such registration statementshall be underwritten in whole or in part, Parent may require that the Merger Shares requested for inclusion pursuant to this Section 3.08 to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Such Intended Offering Notice shall offer The number of Merger Shares to include be included in such an underwriting may be reduced (pro rata among the requesting holders (other than Parent and any other persons demanding registration statement for offer pursuant to currently existing rights who are entitled to be protected against any such reduction) based upon the public such number of Registrable Securities as Distribution may request, subject shares so requested to the conditions set forth herein, be registered) if and shall specify, to the extent then known, that the number and class managing underwriter shall be of the good faith opinion that such inclusion would adversely effect the marketing of the securities proposed to be registered, the proposed date of filing sold by Parent. All expenses of such registration statementoffering, any proposed means of distribution of such securities, any proposed managing underwriter except the brokers' commissions or underwriters of such securities and a good faith estimate underwriting discounts payable by the Company of the proposed maximum offering price of such securitiesStockholders, as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery of the Intended Offering Notice, if Distribution desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities Distribution desires to have included in the registration statement and offered to the public. If Distribution elects to participate in the offering, upon the request of the Company, Distribution shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Distribution shall not be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an Electionborne by Parent.

Piggy Back Registration. (a) If at any time the Company intends shall determine to prepare and file on with the Commission a registration statement, prior to the time when the Underlying Shares could be sold pursuant to Rule 144, relating to an offering for its behalf own account or on behalf the account of any of its securityholders a Registration Statement under the Securities Act in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale others under the Securities Act of Registrable EXHIBIT 1.46 Securities, any of its equity securities (other than a registration statement on Form S-8 S-4 or Form S-4S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall give send to each Purchaser written notice (an "Intended Offering Notice") of such intention determination and, if within seven (7) Business Days after receipt of such notice, any such Purchaser shall so request in writing (which request shall specify the Underlying Shares intended to Distribution at least 20 business days prior be disposed of by the Purchaser), the Company will cause the registration under the Securities Act of all Underlying Shares which the Company has been so requested to register by the Purchaser, to the anticipated filing date extent required to permit the disposition of such registration statementUnderlying Shares so to be registered. Such Intended Offering Notice The Company shall offer to include in such registration statement for offer to the public all or any part of such number of Registrable Securities as Distribution may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed Underlying Shares such Purchaser requests to be registered; provided, however, that the proposed date Company shall not be required to register any Underlying Shares pursuant to this Section that are eligible for sale pursuant to Rule 144 of filing the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Underlying Shares in such registration statement, any proposed means of distribution then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by Underlying Shares would materially adversely affect the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of contemplated in such registration statement. Distribution , and based on such determination recommends inclusion in such registration statement of fewer or none of the Underlying Shares of the Purchasers, then (x) the number of Underlying Shares of the Purchasers included in such registration statement shall advise be reduced pro-rata among such Purchasers (based upon the number of Underlying Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Underlying Shares, or (y) none of the Underlying Shares of the Purchasers shall be included in writing such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Underlying Shares; 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 Underlying Shares intended to be offered by the Purchasers than the fraction of similar reductions imposed on such other persons or entities (other than the Company). The Company shall keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Underlying Shares covered by such Registration Statement have been sold or (y) the date on which all Underlying Shares may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written notice being a "Piggy-back Notice") not later than 10 business days after opinion letter, addressed to the Company's delivery transfer agent to such effect. In connection with any registration of Underlying Shares pursuant to this Section, the Intended Offering Notice, if Distribution desires to participate Company and the Purchaser participating in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities Distribution desires to have included in the registration statement and offered to the public. If Distribution elects to participate in the offering, upon the request of the Company, Distribution shall enter into such underwriting, custody a registration rights agreement containing customary and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with reasonable provisions regarding the offering. Distribution shall not be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales registration of Registrable Securities unless Distribution has made an Electionsecurities.

Piggy Back Registration. (a) If The Company agrees that if, at any time, and from time to time, after the Company intends earlier to file on its behalf or on behalf occur of any (i) the date of its securityholders the initial offering of the Common Stock to the public pursuant to a Registration Statement registration statement under the Securities Act (the “IPO”); and (ii) the first date (the “Trading Date”) on which the Common Stock (or securities received in connection with exchange for Common Stock) trades on a public offering national securi-ties exchange or on the NASDAQ, including the Over the Counter Bulletin Board (a “Trading Event”), the Board of any securities Directors of the Company on shall authorize the filing of a form and in a manner that would permit the registration for offer and sale statement under the Securities Act of Registrable EXHIBIT 1.46 Securities, (other than the IPO or a registration statement on Form S-8 X-0, Xxxx X-0 or Form S-4any other form that does not include substantially the same information as would be required in a form for the general registration of securities) in connection with the proposed offer of any of Common Stock by it or any of its stockholders, then the Company shall give written notice shall: (an "Intended Offering Notice"A) of such intention to Distribution at least 20 business days prior to the anticipated filing date of promptly notify each Holder that such registration statement. Such Intended Offering Notice shall offer to include statement will be filed and that the Warrant Shares then held by such Holder will be included in such registration statement at such Holder’s request; (B) cause such registration statement to cover all of such Warrant Shares issued to such Holder for offer to which such Holder requests inclusion, provided that the public such number of Registrable Securities as Distribution may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed Warrant Shares to be registered, the proposed date of filing of included in such registration statement, any proposed means of distribution of such securitieswhen added to all the other shares to be included therein, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise the Company in writing (such written notice being a "Piggy-back Notice") does not later than 10 business days after the Company's delivery of the Intended Offering Notice, if Distribution desires to participate in such offering. The Piggy-back Notice shall set forth exceed the number of Registrable Securities Distribution desires shares which the Company and its underwriters, if any, reasonably fix for inclusion; (C) use best efforts to have included in the cause such registration statement to become effective as soon as practicable; and offered (D) take all other reasonable action necessary under any Federal or state law or regulation of any governmental authority to the public. If Distribution elects permit all such Warrant Shares that have been issued to participate in the offering, upon the request of the Company, Distribution shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Distribution shall not be entitled Holder to be named as a selling securityholder in sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the Registration Statement period necessary for such Holder to promptly effect the proposed sale or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an Electionother disposition.

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf or on behalf of any of its securityholders a Registration Statement registration statement under the Securities Act in connection with a public respect to an offering by the Company for its own account, or an offering for the account of any securities stockholder of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act or any group of Registrable EXHIBIT 1.46 Securities, such stockholders (other than a registration statement on Form S-4 or S-8 or Form S-4any successor forms or any other forms not available for registering capital stock for sale to the public), then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to Distribution each holder of Registrable Securities at least 20 business 30 days prior before the filing date, and such notice shall describe in detail the proposed registration and distribution (including whether the offering will be underwritten and those jurisdictions where registration under the securities or blue sky laws is intended) and offer such holder the opportunity to register the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number of Registrable Securities as Distribution such holder may request. The Company shall use its best efforts, subject to within 10 days of the conditions set forth herein, and shall specifynotice provided for in the preceding sentence, to cause the extent then known, the number and class of securities 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 a proposed underwritten offering (the "Company Underwriter") to permit the holders of Registrable Securities who have requested to participate in the registration for such offering to include such Registrable Securities in such offering on the same terms and conditions as the securities and a good faith estimate by of the Company included therein, including execution of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of an underwriting agreement in customary form. The Company shall pay all Registration Expenses in connection with such registration statement, but each holder of Registrable Securities shall be responsible for his, her or its proportionate share of underwriting discounts and commissions. Distribution shall advise Notwithstanding the foregoing, if the Company in writing (such Underwriter delivers a written notice being opinion to the holders of Registrable Securities that marketing considerations require a "Piggy-back Notice") not later than 10 business days after limitation on the Company's delivery number of securities to be sold, the Intended Offering Notice, if Distribution desires to participate Company shall include in such offering. The Piggy-back Notice shall set forth the registration only that number of Registrable Securities Distribution desires to have included which, in the registration statement and offered to good faith opinion of the public. If Distribution elects to participate Company Underwriter, can be sold, selected in the offering, upon the request of the Company, Distribution shall enter into such underwriting, custody and other agreements as are customary following order (except in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Distribution a Demand Registration, which priority shall not be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an Election.governed by Section 3):

Piggy Back Registration. (a) If If, at any time or from time to time ----------------------- prior to December 31, 1998 while any Registrable Securities are outstanding, the Company intends proposes to file on its behalf or on behalf of register any of its securityholders equity securities or debt securities convertible into its equity securities (whether for its own or others' account) to be offered for cash or cash equivalents in a Registration Statement public offering under the Securities Act in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable EXHIBIT 1.46 Securities, (other than by a registration statement on Form S-8 or Form S-4any other form that does not include substantially the same information as would be required in a form for the general registration of securities or that would not be available for registration of Registrable Securities), then the Company shall, as expeditiously as is reasonably possible (but in no event later than 30 days prior to any such registration), give notice to the Holders of the Company's intention to effect such registration. If, within 15 days after receipt of such notice, any Holder submits a written request to the Company specifying the Registrable Securities such Holder proposes to sell or otherwise dispose of (a "Piggy-Back Registration"), the Company shall include the number of shares of Registrable Securities specified in such Holder's request in such registration statement and the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities to the extent requisite to permit the proposed sale or other disposition thereof, provided, however, -------- ------- that if, at any time after giving notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine not to register or to delay registration of such securities, the Company shall give written notice (an "Intended Offering Notice") of such intention to Distribution at least 20 business days prior determination to the anticipated filing date Holders and, thereupon, (i) in the case of a determination not to register any securities, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration statement. Such Intended Offering Notice (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay registering any securities, the Company shall offer be permitted to include delay registering any Registrable Securities, for the same period as the delay in registering such other securities; and, provided, further, that if, after any -------- ------- such registration statement for offer has been declared effective, the Company reasonably determines that it would be required to disclose any actions taken or proposed to be taken by the public Company, which disclosure would have a material adverse effect on the Company or on such number of Registrable Securities as Distribution may requestactions, the Company shall, subject to discontinuance of sales of all other securities covered by the conditions set forth hereinregistration statement, and shall specify, be entitled to suspend the extent then known, the number and class of securities proposed to be registered, the proposed date of filing effectiveness of such registration statement, any proposed means of distribution or without suspending such effectiveness, to request that each Holder forthwith discontinue the disposition of such securitiesRegistrable Securities and each such Holder agrees that it will discontinue the disposition of such Registrable Securities pursuant to such registration statement (so long as the disposition of all other such securities is also discontinued) and thereupon the Company shall be relieved of its obligation under this Section 2(b) with respect to such registration (but not from its obligation to pay the Registration Expenses in connection therewith to the extent provided in Section 2(e)). Any Holder participating in an underwritten offering pursuant to this Section 2(b) shall, any proposed if required by the managing underwriter or underwriters of such securities and offering, enter into an underwriting agreement in a good faith estimate by the Company form customary for underwritten offerings of the proposed maximum offering price of such securities, same general type as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery of the Intended Offering Notice, if Distribution desires to participate in such offering. The No Holder shall have the right to include any Registrable Securities in a registration statement initiated as a Piggy-back Notice shall set forth Back Registration under this Section 2(b) unless (i) such securities are of the number of same class and type as the Registrable Securities Distribution desires being registered, and (ii) if such Piggy-Back Registration is an underwritten offering, the Company or such Person, as applicable, agree in writing to have included in sell their securities on the registration statement same terms and offered conditions as apply to the public. If Distribution elects to participate in the offering, upon the request of the Company, Distribution shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Distribution shall not be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an Electionbeing sold.

Piggy Back Registration. (a) If at any time after the exercise of the First Option or investment by the Purchaser of at least $1,000,000 in securities of the Company, the Company intends shall determine to file on its behalf or on behalf of any of its securityholders a Registration Statement register under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights) any of its Common Stock (except (i) shares to be issued solely in connection with a public offering any acquisition of any securities entity or business; (ii) shares issuable solely upon exercise of stock options; (iii) shares issuable solely pursuant to employee benefit plans; or (iv) shares proposed to be registered on any form that does not include substantially the Company on a form and same information as would be required to be included in a manner that would permit the registration for offer and sale under the Securities Act of Registrable EXHIBIT 1.46 Securities, other than a registration statement on Form S-8 or Form S-4covering the sale of the Registrable Shares), then it shall send to each holder of Registrable Shares, written notice of such determination and, if within twenty (20) days after receipt of such notice, such holder shall so request in writing, the Company shall give written notice (an "Intended Offering Notice") of such intention to Distribution at least 20 business days prior to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer use its best efforts to include in such registration statement for offer all or any part of the Registrable Shares that such holder requests to be registered, except that if, in connection with any offering involving an underwriting of shares of the public such Company's Common Stock, the managing underwriter shall impose a reasonable limitation on the number of Registrable Securities shares of Common Stock included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution or will otherwise jeopardize the success of the Offering, then such limitation shall be imposed pro rata among the holders of such Common Stock having an incidental ("piggy back") right to include such Common Stock in the registration statement as Distribution may requestprovided below, subject to the conditions set forth herein, and shall specifyand, to the extent then knownany Registrable Shares remain available for registration after the underwriter's cut-back, the number and class of securities proposed Company shall be obligated to be registered, the proposed date of filing of include in such registration statement, any proposed means statement only the product of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise the Company in writing (such written notice being a "Piggy-back Notice"i) not later than 10 business days after the Company's delivery of the Intended Offering Notice, if Distribution desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities Distribution desires Shares with respect to have included which such holder has requested inclusion hereunder and (ii) such holder's Ownership Percentage, as that term is defined in Section 9.1. For purposes of the apportionment provided for in the registration statement preceding sentence, for any holder of Registrable Shares that is a partnership or a corporation, the partners, retired partners, and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single holder, Notwithstanding the foregoing, no such reduction shall be made with respect to securities being offered to by the publicCompany for its own. If Distribution elects to participate in the offering, upon the request any holder of Registrable Shares disapproves of the Company, Distribution shall enter into terms of such underwriting, custody he may elect to withdraw therefrom by written notice to the Company and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offeringunderwriter given within three (3) days of the time such holder becomes aware of such terms. Distribution No incidental right under this Section 8.1 shall not be entitled construed to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an Electionlimit any registration required under Section 8.2.

Piggy Back Registration. (a) If at any time the Company intends to file on its behalf or on behalf of any of its securityholders a Registration Statement under the Securities Act in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable EXHIBIT 1.46 5 Securities, other than a registration statement on Form S-8 or Form S-4, then the Company shall give written notice (an "Intended Offering Notice") of such intention to Distribution at least 20 business days prior to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number of Registrable Securities as Distribution may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities 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 a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Distribution shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery of the Intended Offering Notice, if Distribution desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities Distribution desires to have included in the registration statement and offered to the public. If Distribution elects to participate in the offering, upon the request of the Company, Distribution shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Distribution shall not be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless Distribution has made an Election.