Common use of Piggy Back Registration Clause in Contracts

Piggy Back Registration. If at any time the Company proposes to file a registration statement to register any Common Stock (other than Common Stock issued with respect to any acquisition or any employee stock option, stock purchase or similar plan) under the Securities Act for sale to the public in an underwritten offering, it will at each such time give written notice to the Optionee of its intention to do so ("Notice of Intent") and, upon the written request of the Optionee (the "Piggy-Back Request") made within 30 calendar days after the receipt of any such notice (which request must specify that the Optionee intends to dispose of all of the Option Shares held by the Optionee on the date the Notice of Intent is received by the Optionee), the Company will use its best efforts to effect the registration under the Securities Act of the Option Shares which the Company has been so requested to register; provided, however, that if the managing underwriter shall certify in writing that inclusion of all or any of the Option Shares would, in such managing underwriter's opinion, materially interfere with the proposed distribution and marketing of the Common Stock in respect of which registration was originally to be effected (such writing to state the basis of such opinion and the maximum number of shares which may be distributed without such interference), then the Company may, upon written notice to the Optionee, have the right to exclude from such registration such number of Option Shares which it would otherwise be required to register hereunder as is necessary to reduce the total amount of Common Stock to be so registered to the maximum amount which can be so marketed.

Piggy Back Registration. (i) If the managing underwriter(s) of any underwritten offering described in Section 2.2 have informed, in writing, the Selling Holders of the Registrable Securities requesting inclusion in such offering that it is their opinion that the total number of shares which the Company, the Selling Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at any time which such securities can be sold, then the Company proposes number of shares to file a registration statement to register any Common Stock be offered for the account of the Selling Holders and all such other Persons (other than Common Stock issued with respect to any acquisition the Company) participating in such registration shall be reduced or any employee stock option, stock purchase or similar plan) under the Securities Act for sale limited pro rata in proportion to the public in an underwritten offering, it will at each such time give written notice respective number of shares requested to be registered to the Optionee extent necessary to reduce the total number of its intention to do so ("Notice of Intent") and, upon the written request of the Optionee (the "Piggy-Back Request") made within 30 calendar days after the receipt of any such notice (which request must specify that the Optionee intends to dispose of all of the Option Shares held by the Optionee on the date the Notice of Intent is received by the Optionee), the Company will use its best efforts to effect the registration under the Securities Act of the Option Shares which the Company has been so shares requested to registerbe included in such offering to the number of shares, if any, recommended by such managing underwriters; provided, however, that if such offering is effected for the managing underwriter shall certify in writing that inclusion account of all or any securityholder of the Option Shares wouldCompany other than the Selling Holders, in pursuant to the demand registration rights of any such managing underwriter's opinionsecurityholder, materially interfere with then the proposed distribution and marketing of the Common Stock in respect of which registration was originally to be effected (such writing to state the basis of such opinion and the maximum number of shares which may to be distributed without offered for the account of the Selling Holders and all other Persons (other than the Company) participating in such interference), then the Company may, upon written notice registration (but not such securityholders who have exercised their demand registration rights) shall be reduced or limited pro rata in proportion to the Optionee, have the right to exclude from such registration such respective number of Option Shares which it would otherwise shares requested to be required registered to register hereunder as is the extent necessary to reduce the total amount number of Common Stock shares requested to be so registered included in such offering to the maximum amount which can be so marketednumber of shares, if any, recommended by such managing underwriters.

Piggy Back Registration. If Company shall give the Purchaser at any time the least 30 days’ prior written notice of each filing by Company proposes to file of a registration statement to register any Common Stock (other than Common Stock issued a registration statement on Form S-4 or Form S-8 or on any successor forms thereto) with respect to any acquisition or any employee stock option, stock purchase or similar plan) under the Securities Act for sale to SEC. If requested by the public Purchaser in an underwritten offering, it will at each such time give written notice to the Optionee of its intention to do so ("Notice of Intent") and, upon the written request of the Optionee (the "Piggy-Back Request") made writing within 30 calendar 20 days after the receipt of any such notice notice, Company shall, at Company’s sole expense (which request must specify that other than the Optionee intends to dispose of all underwriting discounts, if any, payable in respect of the Option Shares held shares sold by the Optionee Purchaser), register all or, at Purchaser’s option, any portion of the Commitment Shares and Underlying Securities (collectively, the “Registrable Securities”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Registrable Securities through the securities exchange, if any, on which the Common Shares is being sold or on the date the Notice of Intent is received by the Optionee)over-the-counter market, the Company and will use its reasonable best efforts through its officers, directors, auditors, and counsel to effect the cause such registration under the Securities Act of the Option Shares which the Company has been so requested statement to register; provided, however, that if become effective as promptly as practicable. If the managing underwriter of any such offering shall certify determine and advise Company that, in writing that inclusion its opinion, the distribution of all or any a portion of the Option Shares would, Registrable Securities requested to be included in the registration concurrently with the securities being registered by Company would materially adversely affect the distribution of such securities by Company then Company will include in such registration first, the securities that Company proposes to sell and second, the Registrable Securities requested to be included in such registration, to the extent permitted by the managing underwriter's opinion, materially interfere with the proposed distribution and marketing of the Common Stock in respect of which registration was originally to be effected (such writing to state the basis of such opinion and the maximum number of shares which may be distributed without such interference), then the Company may, upon written notice to the Optionee, have the right to exclude from such registration such number of Option Shares which it would otherwise be required to register hereunder as is necessary to reduce the total amount of Common Stock to be so registered to the maximum amount which can be so marketed.

Piggy Back Registration. If at any time the Company proposes to file a registration statement under the Securities Act with respect to register any an offering of Common Stock (other than Common Stock issued with respect to any acquisition a registration statement on Form S-4 or S-8, or any employee stock optionform substituted therefor, stock purchase or similar plan) under the Securities Act for sale filed in connection with an exchange offer or an offering of securities solely to the public in an underwritten offering, it will at each such time give written notice to the Optionee of its intention to do so ("Notice of Intent"Company's existing stockholders) and, upon the written request of the Optionee (the "PiggyPIGGY-Back RequestBACK REGISTRATION") made within 30 calendar days after the receipt of any such notice (which request must specify that the Optionee intends to dispose of all of the Option Shares held by the Optionee on the date the Notice of Intent is received by the Optionee), the Company will use its best efforts to effect the registration under the Securities Act of the Option Shares which the Company has been so requested to register; provided, however, that if the managing underwriter shall certify in writing that inclusion of all or any of the Option Shares would, in such managing underwriter's opinion, materially interfere with the proposed distribution and marketing of the Common Stock in respect of which registration was originally to be effected (such writing to state the basis of such opinion and the maximum number of shares which may be distributed without such interference), then the Company may, upon shall in each case give written notice of such proposed filing to each Holder as soon as practicable but in no event less than 20 business days before the Optioneeanticipated filing date, have and such notice shall offer each Holder the right opportunity to exclude from such registration register such number of Option Shares shares of Registrable Securities as such Holder may request. The Company shall permit each Holder, in the event such Holder has given the Company notice (which may be given by telephone, to be confirmed promptly in writing, or by facsimile) within 10 business days after receipt of such notice of its desire, to include any or all of the Registrable Securities held by it in such offering on the same terms and conditions as included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering determine in good faith that the total amount of Registrable Securities and shares of Common Stock requested to be included in such offering would otherwise adversely affect the success of such offering, then the number of shares of Common Stock to be required offered by the Company to register hereunder as is the public and the number of shares of Registrable Securities to be offered for the account of Investor or any other Holder and the number of shares of Common Stock to be offered for the account of any other selling shareholders shall each be reduced to the extent necessary to reduce the total amount of shares to be included in such offering to the amount recommended by such managing underwriters, in the following order of priority: (i) if the offering is a "Demand Registration" under the Registration Rights Agreement, dated the date hereof, among the Company, Apollo Investment Fund IV, L.P. and Apollo Overseas Partners IV, L.P., then in such order as in accordance with the provisions thereunder and (ii) in all other instances, first, the shares of Registrable Securities proposed to be registered by the Investor or Holders and the shares of Common Stock proposed to be so registered by any other selling stockholders, on a pro rata basis; and second, the shares of Common Stock proposed to be registered by the Company. If any of such categories is to be reduced and consists of more than one shareholder, the part of the total reduction to that category of shares imposed on each shareholder in that category shall be in the same proportion that the total number of shares of Common Stock held (including shares issuable upon conversion of convertible debentures) by such shareholder bears to the maximum amount which can total number of shares of Common Stock held (including shares issuable upon conversion of convertible debentures) by all shareholders in that category who sought to have shares registered. In the event that the contemplated distribution does not involve an underwritten public offering, such determination that the inclusion of such Registrable Securities shall adversely affect the success of the offering shall be so marketedmade in reasonable good faith by the Board of Directors of the Company. No registration effected under this Section 3, and no failure to effect a registration under this Section 3, shall relieve the Company of its obligation to effect a registration upon the request of Demanding Holders pursuant to Section 2. No failure to effect a registration under this Section 3 or under Section 2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement, including without limitation, the Company's obligations under Sections 6 and 7.

Piggy Back Registration. If Subject to Sections 8 and 12 hereof, if at any time after the date of this Agreement during the Period, the Company proposes in addition to any of the holders of the Common Stock other than the Optionee propose to file a registration statement to register any Common Stock security of the Company (other than Common Stock issued with respect to any acquisition or any employee stock option, stock purchase or similar plan) under the Securities Act for sale to the public in an underwritten offeringoffering upon which may be registered securities similar to the Option Shares, it will at each such time give written notice to the Optionee of its intention to do so ("Notice of Intent") and, upon the written request of the Optionee (the "Piggy-Back Request") made within 30 calendar days after the receipt of any such notice (which request must specify that the Optionee intends to dispose of all of the Option Shares held by the Optionee on the date the Notice of Intent is received by the Optionee, and state the intended method of disposition thereof), the Company will use its best efforts to effect the registration under the Securities Act of the Option Shares which the Company has been so requested to register, to the extent requisite to permit the intended disposition; provided, however, that if the managing underwriter shall certify in writing that inclusion of all or any of the Option Shares shares would, in such managing underwriter's opinion, materially interfere with the proposed distribution and marketing of the Common Stock securities in respect of which registration was originally to be effected (x) at a price reasonably related to fair value, and (y) under circumstances which will not materially and adversely affect the market of the Company's securities (such writing to state the basis of such opinion and the maximum number of shares which may be distributed without such interference), then the Company may, upon written notice to the Optionee, have the right to exclude from such registration such number of Option Shares which it would otherwise be required to register hereunder as is necessary to reduce the total amount of Common Stock securities to be so registered to the maximum amount which can be so marketed.

Piggy Back Registration. If at the managing underwriter(s) of any time underwritten offering described in Section 3 have informed, in writing, the Company proposes to file a registration statement to register any selling Eligible Holders of the Registrable Shares requesting inclusion in such offering that it is their opinion that the total amount of Common Stock which the Company, the selling Eligible Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the amount to be offered for the account of the selling Eligible Holders and all such other Persons (other than Common Stock issued with respect to any acquisition the Company) participating in such registration shall be reduced or any employee stock option, stock purchase or similar plan) under the Securities Act for sale limited pro rata in proportion to the public in an underwritten offering, it will at each such time give written notice respective amount of Shares requested to be registered to the Optionee extent necessary to reduce the total amount of its intention to do so ("Notice of Intent") and, upon the written request of the Optionee (the "Piggy-Back Request") made within 30 calendar days after the receipt of any such notice (which request must specify that the Optionee intends to dispose of all of the Option Shares held by the Optionee on the date the Notice of Intent is received by the Optionee), the Company will use its best efforts to effect the registration under the Securities Act of the Option Shares which the Company has been so requested to registerbe included in such offering to the amount of Shares, if any, recommended by such managing underwriters; provided, however, that if such offering is effected for the managing underwriter shall certify in writing that inclusion account of all or any securityholder of the Option Shares wouldCompany other than the selling Eligible Holders, in pursuant to the demand registration rights of any such managing underwriter's opinion, materially interfere with the proposed distribution and marketing of the Common Stock in respect of which registration was originally to be effected (such writing to state the basis of such opinion and the maximum number of shares which may be distributed without such interference)securityholder, then the amount of Shares to be offered for the account of the selling Eligible Holders and all other Persons (other than the Company may, upon written notice and such securityholders who have exercised their demand registration rights) participating in such registration shall be reduced or limited pro rata in proportion to the Optionee, have respective amount of shares requested to be registered to the right to exclude from such registration such number of Option Shares which it would otherwise be required to register hereunder as is extent necessary to reduce the total amount of Common Stock Shares requested to be so registered included in such offering to the maximum amount which can of Shares, if any, recommended by such managing underwriters. If a reduction in the Registrable Shares pursuant to this Section 4(a) above would, in the judgment of the managing underwriter(s) or underwriters, be so marketedinsufficient to substantially eliminate the adverse effect that inclusion of the Registrable Shares of the Eligible Holders requested to be included would have on any underwritten offering, such Registrable Shares will be excluded from such offering.

Piggy Back Registration. If the Company at any time the Company proposes to file a registration statement to register any Common Stock (other than Common Stock issued with respect to any acquisition or any employee stock option, stock purchase or similar plan) of its securities under the Securities Act for sale to the public in public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale pursuant to an underwritten offeringeffective registration statement, it will at each such time it will give at least fifteen (15) days’ prior written notice to the Optionee record holder of the Registrable Securities of its intention so to do so ("Notice of Intent") and, upon do. Upon the written request of the Optionee holder, received by the Company within ten (the "Piggy-Back Request"10) made within 30 calendar days after the receipt giving of any such notice (which request must specify that by the Optionee intends Company, to dispose of all register any of the Option Shares held by the Optionee on the date the Notice of Intent is received by the Optionee)Registrable Securities not previously registered, the Company will use its best efforts cause such Registrable Securities as to effect the which registration under the Securities Act of the Option Shares which the Company has shall have been so requested to registerbe included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the “Seller” or “Sellers”). In the event that any registration pursuant to this Section 8(a) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that if the managing underwriter Company shall certify notify the Seller in writing that inclusion of all or any of such reduction. Notwithstanding the Option Shares wouldforegoing provisions, in such managing underwriter's opinion, materially interfere with the proposed distribution and marketing of the Common Stock in respect of which registration was originally to be effected (such writing to state the basis of such opinion and the maximum number of shares which may be distributed without such interference), then the Company may, upon written notice may withdraw or delay or suffer a delay of any registration statement referred to in this Section 8(a) without thereby incurring any liability to the Optionee, have the right to exclude from such registration such number of Option Shares which it would otherwise be required to register hereunder as is necessary to reduce the total amount of Common Stock to be so registered to the maximum amount which can be so marketedSeller.

Piggy Back Registration. If at any time the Company proposes to file a registration statement shall ------------------------- determine to register any Common Stock (other than Common Stock issued with respect to any acquisition or any employee stock option, stock purchase or similar plan) under the Securities Act for sale (including pursuant to a demand of any stockholder of the public in an underwritten offeringCompany exercising registration rights) any of its Common Stock of the type which has been or may be issued upon the exercise of the Warrants, other than on Form S-4 or Form S-8 or their then equivalents, it will at shall send to each such time give holder of Registrable Shares, including each holder who has the right to acquire Registrable Shares, written notice to the Optionee of its intention to do so ("Notice of Intent") such determination and, upon the written request of the Optionee if within thirty (the "Piggy-Back Request"30) made within 30 calendar days after the receipt of any such notice (which notice, such holder shall so request must specify that the Optionee intends to dispose of all of the Option Shares held by the Optionee on the date the Notice of Intent is received by the Optionee)in writing, the Company will shall use its best efforts to effect the include in such registration under the Securities Act of the Option Shares which the Company has been so requested to register; provided, however, that if the managing underwriter shall certify in writing that inclusion of statement all or any part of the Option Registrable Shares wouldsuch holder requests to be registered, except that if, in such managing underwriter's opinion, materially interfere connection with the proposed distribution and marketing of the Common Stock in respect of which registration was originally to be effected (such writing to state the basis of such opinion and the maximum number of shares which may be distributed without such interference), then the Company may, upon written notice to the Optionee, have the right to exclude from such registration such number of Option Shares which it would otherwise be required to register hereunder as is necessary to reduce the total amount any offering involving an underwriting of Common Stock to be so registered issued by the Company, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is 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 according to the maximum amount of such Common Stock which can each holder had requested to be so marketedincluded pursuant to such right, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Shares with respect to which such holder has requested inclusion hereunder. No incidental right under this Section 5.01 shall be construed to limit any registration required under Section 5.02.

Piggy Back Registration. If at any time the Company proposes to file a registration statement shall seek to register any Common Stock (other than Common Stock issued with respect to any acquisition or any employee stock option, stock purchase or similar plan) under the Securities Act or qualify any of the Common Stock of the Company or any of its stockholders (except in connection with any stock option plan, stock purchase plan, savings or similar plan or an acquisition, merger or exchange of stock) and if the form of Registration Statement proposed to be used may be used for sale to the public in an underwritten offeringregistration of the Registrable Shares, it will at then, on each such time give occasion, the Company shall furnish the Investors with at least 30 days prior written notice to the Optionee of its intention to do so ("Notice of Intent") and, upon thereof. At the written request of the Optionee (the "Piggy-Back Request") made one or more Investors, given within 30 calendar 20 days after the receipt of any such notice (which request must specify that the Optionee intends to dispose of all of the Option Shares held by the Optionee on the date the Notice of Intent is received by the Optionee)notice, the Company will use its best efforts to effect the registration under the Securities Act cause all or any of the Option Registrable Shares for which registration shall have been requested by Investors to be included in such Registration Statement. In the event that the proposed registration by the Company has been so requested to register; providedis, howeverin whole or in part, that if an underwritten public offering of Common Stock of the Company, and the managing underwriter shall certify in writing determines that the inclusion of all or any portion of the Option Registrable Shares would, proposed to be included in such managing underwriter's opinion, materially the underwritten public offering and other issued and outstanding shares of Common Stock proposed to be included therein by persons other than holders of Registrable Shares (the "Other Shares") would interfere with the proposed distribution and marketing (including pricing) of the Company's Common Stock in respect Stock, then the number of which registration was originally Registrable Shares and Other Shares to be effected included in such underwritten public offering shall be, at the request of the managing underwriter, excluded from the offering or reduced (such writing to state "cutback") pro rata among the basis holders of such opinion Registrable Shares and Other Shares, based upon the maximum number of shares which may requested by holders thereof to be distributed without registered in such interference), then the underwritten public offering. The Company may, upon written notice to the Optionee, shall have the right to exclude from such registration such number of Option Shares which it would otherwise be required to register hereunder as is necessary to reduce the total amount of Common Stock to be so registered to the maximum amount which can be so marketedterminate an offering under this Section 3.1 at any time in its discretion.

Piggy Back Registration. If at any time the Company proposes to file a registration statement shall ------------------------- determine to register any Common Stock (other than Common Stock issued with respect to any acquisition or any employee stock option, stock purchase or similar plan) under the Securities Act for sale (including pursuant to a demand of any stockholder of the public in an underwritten offeringCompany exercising registration rights) any of its Common Stock of the type which has been or may be issued upon the exercise of the Warrants, other than on Form S-8 or its then equivalent, it will at shall send to each such time give holder of Registrable Shares, including each holder who has the right to acquire Registrable Shares, written notice to the Optionee of its intention to do so ("Notice of Intent") such determination and, upon the written request of the Optionee if within thirty (the "Piggy-Back Request"30) made within 30 calendar days after the receipt of any such notice (which notice, such holder shall so request must specify that the Optionee intends to dispose of all of the Option Shares held by the Optionee on the date the Notice of Intent is received by the Optionee)in writing, the Company will shall use its best efforts to effect the include in such registration under the Securities Act of the Option Shares which the Company has been so requested to register; provided, however, that if the managing underwriter shall certify in writing that inclusion of statement all or any part of the Option Registrable Shares wouldsuch holder requests to be registered, except that: (A) if, in such managing underwriter's opinion, materially interfere connection with the proposed distribution and marketing of the Common Stock in respect of which registration was originally to be effected (such writing to state the basis of such opinion and the maximum number of shares which may be distributed without such interference), then the Company may, upon written notice to the Optionee, have the right to exclude from such registration such number of Option Shares which it would otherwise be required to register hereunder as is necessary to reduce the total amount any offering involving an underwriting of Common Stock to be so registered issued by the Company, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is 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 according to the maximum amount of such Common Stock which can each holder had requested to be included pursuant to such right, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Shares with respect to which such holder has requested inclusion hereunder and (B) the Company shall not be required to include in any registration statement filed under this Section 5.01 the Registrable Shares of any holder if the estimated aggregate price to the public of the Registrable Shares which such holder has requested be so marketedincluded is less than $50,000. No incidental right under this Section 5.01 shall be construed to limit any registration required under Section 5.02.

Piggy Back Registration. If Subject to Sections 8 and 12 hereof, if at any time after the date of this Agreement and prior to the date which is two (2) years after the last Option exercise hereunder (or, if the Option is never exercised, prior to the expiration of the Period), the Company proposes to file a registration statement to register any Common Stock (other than Common Stock issued with respect to any acquisition or any employee stock option, stock purchase or similar plan) under the Securities Act for sale to the public in an underwritten offering, it will at each such time give written notice to the Optionee of its intention to do so ("Notice of Intent") and, upon the written request of the Optionee (the "Piggy-Back Request") made within 30 calendar days after the receipt of any such notice (which request must specify that the Optionee intends to dispose of all of the Option Shares held by the Optionee on the date the Notice of Intent is received by the Optionee), the Company will use its best efforts to effect the registration under the Securities Act of the Option Shares which the Company has been so requested to register; provided, however, that if the managing underwriter shall certify in writing that inclusion of all or any of the Option Shares would, in such managing underwriter's opinion, materially interfere with the proposed distribution and marketing of the Common Stock in respect of which registration was originally to be effected (such writing to state the basis of such opinion and the maximum number of shares which may be distributed without such interference), then the Company may, upon written notice to the Optionee, have the right to exclude from such registration such number of Option Shares which it would otherwise be required to register hereunder as is necessary to reduce the total amount of Common Stock to be so registered to the maximum amount which can be so marketed.

Piggy Back Registration. (i) If the lead managing underwriter of any underwritten offering described in Section 2.2 has informed, in writing, the Holders of the Registrable Securities requesting inclusion in such offering that it is its view that the total number of securities which the Company, the Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at any time which such securities can be sold, then the Company proposes number of Registrable Securities to file a registration statement be offered for the account of such Holders and the number of such securities to register any Common Stock be offered for the account of all such other Persons (other than Common Stock issued with respect to any acquisition the Company) participating in such registration shall be reduced or any employee stock option, stock purchase or similar plan) under the Securities Act for sale limited pro rata in proportion to the public in an underwritten offering, it will at each such time give written notice respective number of securities requested to be registered to the Optionee of its intention to do so ("Notice of Intent") and, upon the written request of the Optionee (the "Piggy-Back Request") made within 30 calendar days after the receipt of any such notice (which request must specify that the Optionee intends to dispose of all of the Option Shares held by the Optionee on the date the Notice of Intent is received by the Optionee), the Company will use its best efforts to effect the registration under the Securities Act of the Option Shares which the Company has been so requested to register; provided, however, that if the managing underwriter shall certify in writing that inclusion of all or any of the Option Shares would, in such managing underwriter's opinion, materially interfere with the proposed distribution and marketing of the Common Stock in respect of which registration was originally to be effected (such writing to state the basis of such opinion and the maximum number of shares which may be distributed without such interference), then the Company may, upon written notice to the Optionee, have the right to exclude from such registration such number of Option Shares which it would otherwise be required to register hereunder as is extent necessary to reduce the total amount number of Common Stock securities requested to be so included in such offering to the number of securities, if any, recommended by such lead managing underwriter, subject to the terms of any existing registration rights agreements as in effect on the date hereof; provided that if such offering is effected for the account of any securityholder of the Company other than the Holders, pursuant to the demand registration rights of any such securityholder, then the number of securities to be offered for the account of the Company (if any) and the Holders (but not such securityholders who have exercised their demand registration rights) shall be reduced or limited pro rata in proportion to the respective number of securities requested to be registered to the maximum amount which can extent necessary to reduce the total number of securities requested to be so marketedincluded in such offering to the number of securities, if any, recommended by such lead managing underwriter.

Piggy Back Registration. If at any time the Company proposes shall determine to prepare and file with the Commission a registration statement relating to register any Common Stock (other than Common Stock issued with respect to any acquisition an offering for its own account or any employee stock option, stock purchase or similar plan) under the Securities Act for sale to the public in an underwritten offering, it will at each such time give written notice to the Optionee account of its intention to do so ("Notice of Intent") and, upon the written request of the Optionee (the "Piggy-Back Request") made within 30 calendar days after the receipt of any such notice (which request must specify that the Optionee intends to dispose of all of the Option Shares held by the Optionee on the date the Notice of Intent is received by the Optionee), the Company will use its best efforts to effect the registration others under the Securities Act of the Option Shares which the Company has been so requested to register; provided, however, that if the managing underwriter shall certify in writing that inclusion of all or any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Option Shares would, in such managing underwriter's opinion, materially interfere with the proposed distribution and marketing of the Common Stock in respect of which registration was originally Securities Act) or their then equivalents relating to equity securities to be effected (such writing to state the basis issued solely in connection with any acquisition of such opinion and the maximum number of shares which may be distributed without such interference)any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company may, upon shall send to the each Holder written notice of such determination and if, within fifteen (15) days after receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered. Notwithstanding the foregoing, if the Company's proposed registration of equity securities hereunder is, in whole or in part, an underwritten public offering, and the managing underwriter of such proposed registration determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the underwritten public offering, together with any other issued and outstanding shares of the Company's common stock proposed to be included therein (such other shares hereinafter collectively referred to as the “Other Shares”), would interfere with the successful marketing of the Company's securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, and (ii) second, if necessary, (A) one-half (½) by the securities proposed to be issued by the Company, and (B) one-half (½ ) by the Registrable Securities proposed to be included in such registration by the Holders, on a pro rata basis, based upon the number of Registrable Securities then held by each such Holder. The shares of the Company's common stock that are excluded from the underwritten public offering pursuant to the Optioneepreceding sentence shall be withheld from the market by the holders thereof for a period, have not to exceed 90 days from the right closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to exclude from effect such registration such number of Option Shares which it would otherwise be required to register hereunder as is necessary to reduce the total amount of Common Stock to be so registered to the maximum amount which can be so marketedunderwritten public offering.

Piggy Back Registration. If at any time the Company proposes to file a registration statement shall ------------------------- determine to register any Common Stock (other than Common Stock issued with respect to any acquisition or any employee stock option, stock purchase or similar plan) under the Securities Act for sale (including pursuant to a demand of any stockholder of the public Company exercising registration rights) any of its Common Stock of the type which has been or may be issued upon the exercise of the Warrants, other than on Form S-8 or its then equivalent or in an underwritten offeringconnection with a merger or acquisition or consolidation with another corporation, it will at shall send to each such time give holder of Registrable Shares, including each holder who has the right to acquire Registrable Shares, written notice to the Optionee of its intention to do so ("Notice of Intent") such determination and, upon the written request of the Optionee if within thirty (the "Piggy-Back Request"30) made within 30 calendar days after the receipt of any such notice (which notice, such holder shall so request must specify that the Optionee intends to dispose of all of the Option Shares held by the Optionee on the date the Notice of Intent is received by the Optionee)in writing, the Company will shall use its best efforts to effect the include in such registration under the Securities Act of the Option Shares which the Company has been so requested to register; provided, however, that if the managing underwriter shall certify in writing that inclusion of statement all or any part of the Option Registrable Shares wouldsuch holder requests to be registered, except that if, in such managing underwriter's opinion, materially interfere connection with the proposed distribution and marketing of the Common Stock in respect of which registration was originally to be effected (such writing to state the basis of such opinion and the maximum number of shares which may be distributed without such interference), then the Company may, upon written notice to the Optionee, have the right to exclude from such registration such number of Option Shares which it would otherwise be required to register hereunder as is necessary to reduce the total amount any offering involving an underwriting of Common Stock to be so registered issued by the Company, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is 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 according to the maximum amount of such Common Stock which can each holder had requested to be so marketedincluded pursuant to such right, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Shares with respect to which such holder has requested inclusion hereunder. No incidental right under this Section 5.01 shall be construed to limit any registration required under Section 5.02.

Piggy Back Registration. If at any time the Company proposes to file a registration statement to register any Common Stock of the Company (other than Common Stock issued with respect to any acquisition or any employee stock option, stock purchase or similar plan) under the Securities Act for sale to the public in an underwritten offering, it will at each such time give written notice to the Optionee * of its intention to do so ("Notice of Intent") and, upon the written request of the Optionee * (the "Piggy-Back Request") made within 30 calendar days after the receipt of any such notice (which request must specify that the Optionee * intends to dispose of all of the Option Warrant Shares held by the Optionee * on the date the Notice of Intent is received by * and state the Optioneeintended method of disposition thereof), the Company will use its best efforts to effect the registration under the Securities Act of the Option Warrant Shares which the Company has been so requested to register, to the extent requisite to permit the intended disposition; provided, however, that if the managing _____________________ underwriter shall certify in writing that inclusion of all or any of the Option Warrant Shares would, in such managing underwriter's opinion, materially interfere with the proposed distribution and marketing of the Common Stock securities in respect of which registration was originally to be effected (x) at a price reasonably related to fair value, and (y) under circumstances which will not materially and adversely affect the market of the Company's securities (such writing to state the basis of such opinion and the maximum number of shares which may be distributed without such interference), then the Company may, upon written notice to the Optionee* , have the right to exclude from such registration such number of Option Warrant Shares which it would otherwise be required to register hereunder as is necessary to reduce the total amount of Common Stock securities to be so registered to the maximum amount which can be so marketed.

Piggy Back Registration. If at any time the Company proposes to file a registration statement shall ------------------------ determine to register any Common Stock (other than Common Stock issued with respect to any acquisition or any employee stock option, stock purchase or similar plan) under the Securities Act for sale (including pursuant to a demand of any stockholder of the public in an underwritten offeringCompany exercising registration rights) any of its Common Stock of the type which has been or may be issued upon the exercise of the Warrants (other than (i) on Form X-0, X-0 or its then equivalent or (ii) a registration statement on Form SB-2 which the Company intends to file imminently with respect to up to 1,693,688 shares of Common Stock and shares of Common Stock underlying certain existing warrants and stock options), it will at shall send to each such time give holder of Registrable Shares, including each holder who has the right to acquire Registrable Shares, written notice to the Optionee of its intention to do so ("Notice of Intent") such determination and, upon the written request of the Optionee if within thirty (the "Piggy-Back Request"30) made within 30 calendar days after the receipt of any such notice (which notice, such holder shall so request must specify that the Optionee intends to dispose of all of the Option Shares held by the Optionee on the date the Notice of Intent is received by the Optionee)in writing, the Company will shall use its best efforts to effect the include in such registration under the Securities Act of the Option Shares which the Company has been so requested to register; provided, however, that if the managing underwriter shall certify in writing that inclusion of statement all or any part of the Option Registrable Shares wouldsuch holder requests to be registered, except that if, in such managing underwriter's opinion, materially interfere connection with the proposed distribution and marketing of the Common Stock in respect of which registration was originally to be effected (such writing to state the basis of such opinion and the maximum number of shares which may be distributed without such interference), then the Company may, upon written notice to the Optionee, have the right to exclude from such registration such number of Option Shares which it would otherwise be required to register hereunder as is necessary to reduce the total amount any offering involving an underwriting of Common Stock to be so registered issued by the Company, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is 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 according to the maximum amount of such Common Stock which can each holder had requested to be so marketed.included pursuant to such right, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Shares with respect to which such holder has requested inclusion hereunder. No incidental

Piggy Back Registration. If Blackboard at any time (other than in connection with the Company IPO) proposes to file a registration statement to register any Common of shares of Capital Stock (other than Common Stock issued with respect to any acquisition or any employee stock option, stock purchase or similar plan) under the Securities Act for sale to the public in an underwritten offeringpublic, it will whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-0, X-0, any successor to such forms, any form being used to register shares issued or issuable pursuant to Blackboard benefit plans, or another form not available for registering any share of Capital Stock for sale to the public), then at each such time it will give written notice to the Optionee GW of its intention to do so ("Notice so; provided, however, that in the case of Intent") and, upon a registration statement being filed pursuant to the written request provisions of the Optionee (Existing Registration Rights Agreement, Blackboard shall request the "Piggy-Back Request") made concurrence of the stockholders whose shares of Common Stock are being registered on that registration statement to the inclusion of shares of GW Stock on that registration statement and shall provide written notice to GW to the extent that such stockholders concur with the registration of shares of GW Stock on such registration statement. Upon GW’s written request, received by Blackboard within 30 calendar days after the receipt giving of any such notice (which request must specify that the Optionee intends by Blackboard, to dispose register any shares of all of the Option Shares held by the Optionee on the date the Notice of Intent is received by the Optionee)GW Stock, the Company Blackboard will use its best efforts to effect cause the GW Stock as to which registration under the Securities Act of the Option Shares which the Company has shall have been so requested to register; providedbe included in the securities to be covered by the registration statement proposed to be filed by Blackboard, howeverall to the extent required to permit the sale or other disposition by the holder of such shares so registered. In the event that any registration pursuant to this Section 4 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of GW Stock to be included in such an underwriting may be reduced pro rata among the requesting holders of GW Stock and the holders of other shares of Capital Stock who have and are exercising piggyback registration rights pursuant to the Existing Registration Rights Agreement in conjunction with GW’s exercise of its rights under this Section 4 based upon the aggregate number of shares of GW Stock and Capital Stock owned by such holders) if and to the extent that if the managing underwriter shall certify in writing be of the opinion that the inclusion of all or any of the Option Shares would, in such managing underwriter's opinion, materially interfere with shares of GW Stock and Capital Stock would adversely affect the proposed distribution and marketing of the Common Stock in respect of which registration was originally securities to be effected (such writing to state sold by Blackboard. The rights granted by this Section 4 and any pro-rata cutback shall be consistent with the basis of such opinion and rights granted by the maximum number of shares which may be distributed without such interference), then the Company may, upon written notice Blackboard to the Optionee, have the right to exclude from such registration such number of Option Shares which it would otherwise be required to register hereunder as is necessary to reduce the total amount of Common Stock to be so registered stockholders pursuant to the maximum amount which can be so marketedExisting Registration Rights Agreement. Notwithstanding the foregoing provisions, Blackboard may withdraw any registration statement referred to in this Section 4 without thereby incurring any liability to the holders of GW Stock.

Piggy Back Registration. If at any time Subject to the prior consent of the 1999 Investors, as required under Section 3.2(a) of the 1999 XXX, if the Company proposes to file a registration statement shall seek to register any Common Stock (other than Common Stock issued with respect to any acquisition or any employee stock option, stock purchase or similar plan) under the Securities Act or qualify any of the Common Stock of the Company or any of its stockholders (except in connection with any stock option plan, stock purchase plan, savings or similar plan or an acquisition, merger or exchange of stock) and if the form of Registration Statement proposed to be used may be used for sale to the public in an underwritten offeringregistration of the Registrable Securities, it will at then, on each such time give occasion, the Company shall furnish Investor with at least 30 days prior written notice to the Optionee of its intention to do so ("Notice of Intent") and, upon thereof. At the written request of the Optionee (the "Piggy-Back Request") made Investor, given within 30 calendar 20 days after the receipt of any such notice (which request must specify that the Optionee intends to dispose of all of the Option Shares held by the Optionee on the date the Notice of Intent is received by the Optionee)notice, the Company will use its best efforts to effect the registration under the Securities Act cause all or any of the Option Shares Registrable Securities for which registration shall have been requested by Investor to be included in such Registration Statement. In the event that the proposed registration by the Company has been so requested to register; providedis, howeverin whole or in part, that if an underwritten public offering of Common Stock of the Company, and the managing underwriter shall certify in writing determines that the inclusion of all or any portion of the Option Shares would, Registrable Securities proposed to be included in such managing underwriter's opinion, materially the underwritten public offering and other issued and outstanding shares of Common Stock proposed to be included therein by Persons other than holders of Registrable Securities (the "Other Shares") would interfere with the proposed distribution and marketing (including pricing) of the Company's Common Stock in respect Stock, then the number of which registration was originally Registrable Shares and Other Shares to be effected included in such underwritten public offering shall be, at the request of the managing underwriter, excluded from the offering or reduced (such writing to state "cutback") pro rata among the basis holders of such opinion Registrable Shares and Other Shares, based upon the maximum number of shares which may requested by holders thereof to be distributed without registered in such interference), then the underwritten public offerings. The Company may, upon written notice to the Optionee, shall have the right to exclude from such registration such number of Option Shares which it would otherwise be required to register hereunder as is necessary to reduce the total amount of Common Stock to be so registered to the maximum amount which can be so marketedterminate an offering under this Section 3.1 at any time in its discretion.

Piggy Back Registration. If at any time If, commencing upon the later of one (1) year after the date hereof and the date that is six months after an IPO, the Company proposes to file claim an exemption under Section 3(b) of the Securities Act for a registration statement public offering of any of its securities or to register any Common Stock (other than Common Stock issued with respect to any acquisition or any employee stock option, stock purchase or similar plan) under the Securities Act for sale (except pursuant to a registration statement on Form S-4 or S-8 (or any substitute form adopted by the public in an underwritten offeringCommission) or any other form that does not permit the inclusion of shares by its security holders) its Common Stock, it will at each such time give written notice to the Optionee each Buyer of its intention to do so ("Notice of Intent") and, upon the written request of the Optionee a Buyer given within twenty (the "Piggy-Back Request"20) made within 30 calendar days after the receipt of any such notice (which request must shall specify that the Optionee intends number of Conversion Shares intended to dispose be sold or disposed of all by such Buyer and the nature of the Option Shares held by the Optionee on the date the Notice of Intent is received by the Optioneeany proposed sale or other disposition thereof), the Company will use its best efforts to effect cause all Conversion Shares that such Buyer shall have requested the registration under of to be included in such notification or the Securities Act of registration statement proposed to be filed by the Option Shares which the Company has been so requested to registerCompany; provided, however, that if nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it. If any such registration shall be underwritten in whole or in part, the Company may require that the Conversion Shares requested for inclusion pursuant to this Section 6.1 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter shall certify underwriter, as expressed in writing that delivered to such Buyer, the inclusion of all or any of the Option Conversion Shares would, in such managing underwriter's opinion, materially of Common Stock originally covered by a request for registration would reduce the number of Common Stock to be offered by the Company or interfere with the proposed distribution and successful marketing of the Common Stock in respect offered by the Company, the number of which registration was originally Conversion Shares otherwise to be effected included pursuant to this Section 6.1 in the underwritten public offering may be reduced; provided, however, that any such required reduction shall be pro rata among all persons (other than the Company and any other persons demanding registration pursuant to existing rights who are entitled to be protected against any such writing reduction) who are participating in such offering. Conversion Shares which are thus excluded from the underwritten public offering shall be withheld from the market for a period, not to state exceed 90 days, which the basis managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. All expenses of such opinion offering, except the fees of special counsel to Buyer(s) and the maximum number of shares which may be distributed without such interferencebrokers' commissions or underwriting discounts payable by Buyer(s), then shall be borne by the Company may, upon written notice to the Optionee, have the right to exclude from such registration such number of Option Shares which it would otherwise be required to register hereunder as is necessary to reduce the total amount of Common Stock to be so registered to the maximum amount which can be so marketedCompany.