Common use of Piggy Back Registration Clause in Contracts

Piggy Back Registration. (a) If at any time after a Public Offering the Company intends to file on its behalf or on behalf of any of its securityholders a 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 Securities of the same class held by the Holder, other than a registration statement on Form S-8 or Form S-4 (or any successor forms) or in any other transaction of the type specified in Rule 145 under the Securities Act (or any successor forms), then the Company shall give written notice (an "Intended Offering Notice") of such intention to the Holder 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 the 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 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. If the Holder desires to have Registrable Securities included in such registration statement and offered to the public it shall so advise the Company in writing (the written notice of the Holder being a "Piggy-back Notice") not later than 10 Business Days after the Company's delivery to the Holder of the Intended Offering Notice, setting forth the number of Registrable Securities that the Holder desires to have included in the registration statement and offered to the public. Upon the request of the Company, the Holder shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the proposed offering.

Piggy Back Registration. (a) If at any time after a Public Offering the date hereof the Company intends proposes to file on a Registration Statement under the Securities Act with respect to an offering by the Company for its behalf own account or on behalf for the account of any of its securityholders a 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 Securities of the same class held by the Holder, respective security holders other than a registration statement Registration Statement on Form S-8 10, S-4 or Form S-4 S-8 (or any successor formssubstitute form that may be adopted by the Commission) or in on any other transaction form inappropriate for an underwritten public offering or related solely to securities to be issued in a merger, acquisition of the type specified stock or assets of another entity or in Rule 145 under the Securities Act (or any successor forms)a similar transaction, then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to the Holder at least 20 Business Days prior to Holders as soon as practicable (but in no event less than 30 days 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 the each such Holder may request subject (which request shall specify the number of shares and the type of Registrable Securities intended to the conditions set forth herein, be disposed of by such Holder and shall specify, to also state 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. If the Holder desires to have Registrable Securities included in such registration statement and offered to the public it shall so advise the Company in writing (the written notice firm intent of the Holder being to offer Registrable Securities for sale) (a "Piggy-back NoticeBack Registration") not later than 10 Business Days after the Company's delivery ). With respect to the Holder foregoing registration, the Company shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Intended Offering Notice, setting forth Company or any other security holder included therein and to permit the number sale or other disposition of such Registrable Securities that in accordance with the intended method of distribution thereof. Any Holder desires shall have the right to have included withdraw its request for inclusion of its Registrable Securities in the registration statement and offered any Registration Statement pursuant to this Section 2.1 by giving written notice to the public. Upon the Company of its request of the Company, the Holder shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the proposed offeringto withdraw.

Piggy Back Registration. (a) 3.1. If at any time on or after a Public Offering one year from the date of our initial business combination with respect to the Registrable Units and Registrable Shares, or, with respect to the Registrable Initial Warrants, Registrable Additional Warrants and Registrable Co-Investment Warrants, after such warrants become exercisable by their terms, the Company intends proposes to file on its behalf a Registration Statement under the Securities Act with respect to an offering of equity securities, or on behalf of any of its securityholders securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, other than a registration statement Registration Statement (i) filed in connection with a public any employee stock option or other benefit plan, (ii) for an exchange offer or offering of any securities solely to the Company's existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company on or (iv) for a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities of the same class held by the Holder, other than a registration statement on Form S-8 or Form S-4 (or any successor forms) or in any other transaction of the type specified in Rule 145 under the Securities Act (or any successor forms)dividend reinvestment plan, then the Company shall (x) give written notice (an "Intended Offering Notice") of such intention proposed filing to the Holder at least 20 Business Days prior to Investors as soon as practicable but in no event less than ten (10) days before the anticipated filing date date, which notice shall describe the amount and type of such registration statement. Such Intended Offering Notice shall offer securities to include be included in such registration statement for offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the public Investors in such notice the opportunity to register the sale of such number of Registrable Securities as the Holder such Investors may request subject to the conditions set forth herein, and in writing within five (5) days following receipt of such notice (a "PIGGY-BACK REGISTRATION"). The Company shall specify, to the extent then known, the number and class of securities proposed cause such Registrable Securities 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. If the Holder desires to have Registrable Securities included in such registration statement and offered shall use its best efforts to cause the public it shall so advise managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company in writing (and to permit the written notice sale or other disposition of the Holder being a "Piggy-back Notice") not later than 10 Business Days after the Company's delivery to the Holder of the Intended Offering Notice, setting forth the number of such Registrable Securities that the Holder desires to have included in the registration statement and offered to the public. Upon the request of the Company, the Holder shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection accordance with the proposed offeringintended method(s) of distribution thereof.

Piggy Back Registration. (a) If at any time after a Public Offering the Company intends proposes to file on its behalf or on behalf of any of its securityholders a 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 with respect to an offering of Registrable Securities any shares of the same class held Common Stock by the Company for its own account (other than an Initial Public Offering) or for the account of any holder of Common Stock or Common Stock Equivalents (including any Holder, ) (other than a registration statement on Form S-4 or S-8 or Form S-4 (any substitute form that may be adopted by the SEC or any successor forms) registration statement filed in connection with an exchange offer or in any other transaction offering of securities solely to the type specified in Rule 145 under the Securities Act (or any successor formsCompany's existing security holders), then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to the Holder at least 20 Business Days prior to Holders of the Registrable Securities as soon as practicable (but in no event less than 15 days before the anticipated filing date of such registration statement. Such Intended Offering Notice ), and such 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 the each such Holder may request subject (a "Piggyback Registration"). Subject to the conditions set forth herein, and shall specify, to the extent then knownSection 3(b) hereof, the number and class of securities proposed Company shall include in each such Piggyback Registration all Registrable Securities requested 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. If the Holder desires to have Registrable Securities included in such registration statement and offered to the public it shall so advise the Company in writing (the written notice of the Holder being a "Piggy-back Notice") not later than 10 Business Days after the Company's delivery to the Holder of the Intended Offering Notice, setting forth the number of Registrable Securities that the Holder desires to have included in the registration statement and offered for such offering by written notice to the public. Upon the request Company within 15 days of delivery of the Company, the 's notice referred to above. Each Holder shall enter into such underwriting, custody and other agreements as of Registrable Securities shall be customary in connection with registered secondary offerings permitted to withdraw all or necessary or appropriate in connection with part of such Holder's Registrable Securities from a Piggyback Registration at any time prior to the proposed offeringeffective date thereof.

Piggy Back Registration. (a) If at any time after a Public Offering the Company intends shall determine to file on its behalf or on behalf of any of its securityholders a 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 register under the Securities Act any of Registrable Securities of the same class held by the Holder, its Stock (other than a registration relating solely to the sale of securities on a form which does not include substantially the same information as would be required to be included in a registration statement on Form S-8 or Form S-4 (or any successor forms) or in any other transaction covering the sale of the type specified in Rule 145 under the Securities Act (or any successor formsHolder’s Shares), then it shall send to each Holder 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 the Holder 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 Holder’s Shares that such Holder requests to be registered. Notwithstanding the public such foregoing, if the managing underwriter shall impose a limitation on the number of Registrable Securities as shares of Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, the Holder Company may request subject to the conditions set forth herein, and shall specifyexclude, to the extent then knownso advised by the underwriters, the number and class Holder’s Shares from the underwriting; provided, however, that if the underwriters do not entirely exclude all shares issuable upon exercise of securities proposed any other outstanding warrants to be registeredpurchase Stock (the “Registrable Shares”) from such Initial Public Offering, the proposed date of filing of Company shall be obligated to include in 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. If the Holder desires to have Registrable Securities included in such registration statement and offered with respect to the public it shall so advise the Company in writing (the written notice requesting Holder, an amount of the Holder being a "Piggy-back Notice") not later than 10 Business Days after the Company's delivery Registrable Shares equal to the Holder product of the Intended Offering Notice, setting forth (i) the number of Registrable Securities Shares that remain available for registration after the Holder desires to have included in the registration statement underwriter’s cut back and offered to the public. Upon the request (ii) such Holder’s percentage ownership of the Company, the Holder shall enter into all such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the proposed offeringsecurities.

Piggy Back Registration. (a) If at any time after a Public Offering the Company intends shall determine to file on its behalf or on behalf of any of its securityholders a 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 Securities of the same class held by the Holder, other than a registration statement on Form S-8 or Form S-4 (or any successor forms) or in any other transaction of the type specified in Rule 145 register under the Securities Act (or including pursuant to a demand of any successor formsstockholder of the Company exercising registration rights) any of its Common Stock (other than a registration relating solely to the sale of securities to participants in a Company employee benefits plan, a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares), then it shall send to each Holder 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 the Holder 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 to all of the public Registrable Shares that such number of Registrable Securities as the 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 requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the proposed date Company, the managing underwriter shall impose a limitation on the number of filing shares of Common Stock included in any such registration statement because, in such underwriter's judgment, such limitation is necessary based on market conditions, the Company shall be obligated to include in 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. If the Holder desires to have Registrable Securities included in such registration statement and offered with respect to the public it shall so advise the Company in writing (the written notice requesting Holder, only an amount of the Holder being a "Piggy-back Notice") not later than 10 Business Days after the Company's delivery Registrable Shares equal to the Holder product of the Intended Offering Notice, setting forth (i) the number of Registrable Securities Shares that remain available for registration after the underwriter's cut back and (ii) such Holder's Ownership Percentage, as that term is defined in Section 1.4. If any Holder desires to have included in the registration statement and offered to the public. Upon the request disapproves of the Company, the Holder shall enter into terms of such underwriting, custody he may elect to withdraw therefrom by written notice to the Company and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the proposed offeringunderwriter.

Piggy Back Registration. (a) 2.2.1 If at any time commencing after a Public Offering the exercise of an Option until the sixth anniversary of such date, the Company intends proposes to file on its behalf or on behalf of register any of its securityholders a registration statement in connection with a public offering of any equity 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 Securities of the same class held by the Holder, other than a registration statement on Form S-8 or Form S-4 (or any successor forms) or in any other transaction of the type specified in Rule 145 under the Securities Act (other than pursuant to Form S-8, S-4 or any successor formscomparable registration statement), then the Company shall it will give written notice (an "Intended Offering Notice") of such intention to the Holder xxxxxx, at least 20 Business Days 30 days prior to the anticipated filing date of each such registration statement, to the Rights Holders of its intention to do so. If any one or more of such Rights Holders notifies the Company within 20 days after receipt of any such notice of its desire to include any Registrable Securities owned by it in such proposed registration statement, the Company shall, subject to the provisions set forth below, afford each such Rights Holder the opportunity to have any such shares registered under such registration statement. Such Intended Offering Notice shall offer If such registration is an underwritten registration, and the managing Underwriter(s) advise the Company in writing that in its opinion the number of securities requested to include be included in such registration statement for offer to the public such number of Registrable Securities as the Holder may request subject to the conditions set forth herein, and shall specify, to the extent then known, exceeds the number and class of securities proposed which can be sold in such offering without adversely affecting such Underwriters' ability to be registered, the proposed date of filing of such registration statement, any proposed means of effect an orderly distribution of such securities, any proposed managing underwriter or underwriters the Company will give the Rights Holders notice of such fact and include in such registration FIRST, the securities and a good faith estimate proposed to be sold by the Company for its own account and for the account of any stockholder of the proposed maximum offering price Company entitled to demand registration, and SECOND, any other securities of such securitiesthe Company having registration rights, as such price is proposed to appear including the Registrable Securities owned by the Rights Holders, on the facing page following pro rata basis: all shares of Common Stock requested to be registered by the Holders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such registration statement. If Rights Holders on the Holder desires to have Registrable Securities included in such registration statement and offered to the public it shall so advise the Company in writing (the written notice basis of the Holder being a "Piggy-back Notice") not later than 10 Business Days after the Company's delivery to the Holder relative number of Stockholder Securities owned by such Rights Holders as of the Intended Offering Notice, setting forth the number of Registrable Securities that the Holder desires to have included in the registration statement and offered to the public. Upon the request date of the Company, the Holder shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection first filing with the proposed offeringSEC).

Piggy Back Registration. (a) If at any time, and from time to time, after a Public Offering June 30, 1997 and prior to December 31, 2003, the Company intends proposes to file on its behalf or on behalf of any of its securityholders a registration statement in connection under the Act with a public respect to an offering by the Company for its own account 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 Securities of the same class held by the Holder, security (other than a registration statement on Form Forms S-4 or S-8 or Form S-4 (filed in connection with an exchange offer or any successor forms) or in any other transaction an offering of securities solely to the type specified in Rule 145 under the Securities Act (or any successor formsCompany's existing stockholders), then the Company shall in each case give written notice (an "Intended Offering Notice") of such intention proposed filing to the Holder Holders at least 20 Business Days 30 days prior to the anticipated filing date of date, and such registration statement. Such Intended Offering Notice notice shall offer the Holders the opportunity to include in register such registration statement for offer to the public such number shares of Registrable Securities as the each Holder may request subject (a "Piggy-Back Registration"). The Company shall use its best efforts to cause the conditions set forth herein, and shall specify, managing underwriter or underwriters of a proposed underwritten offering to permit the extent then known, holders of Registrable Securities requested in writing within fifteen (15) days after the number and class of securities proposed notice given by the Company to be registeredincluded 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 an opinion to the Holders that the total amount of securities and a good faith estimate by which they or the Company or any other persons or entities intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount or kind of securities to be offered for the accounts of the proposed maximum offering price Holders shall be reduced to the extent necessary to reduce the total amount of such securities, as such price is proposed securities to appear on the facing page of such registration statement. If the Holder desires to have Registrable Securities be included in such registration statement and offered offering to the public it amount recommended by such managing underwriter or underwriters; PROVIDED, HOWEVER, that if securities are being offered for the account of other persons or entities who received registration rights after those provided for herein, the securities of such persons or entities shall so advise be reduced in full prior to any reduction in the Company in writing (the written notice securities of the Holder being a "Piggy-back Notice") not later than 10 Business Days after the Company's delivery to the Holder of the Intended Offering Notice, setting forth the number of Registrable Securities that the Holder desires to have included in the registration statement and offered to the public. Upon the request of the Company, the Holder shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the proposed offeringHolders begin offered.

Piggy Back Registration. (a) If at any time after a Public Offering the Company intends proposes to file on its behalf or on behalf of register any of its securityholders a registration statement in connection with a public offering of any equity securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act for sale to the public, whether for its own account or for the account of Registrable Securities any other holders or both (except with respect to Registration Statements on Forms S-4 or S-8 or for purposes permissible under such forms as of the same class held by the Holder, other than date hereof or a shelf registration statement on Form S-8 S-3 or Form S-4 any form substituting therefor relating to issuances of securities other than Common Stock (or any successor formssecurities convertible into Common Stock) or in any other transaction of by the type specified in Rule 145 under the Securities Act (or any successor formsCompany for cash), then the Company shall each such time it will give written notice (an "Intended Offering Notice") to all Holders of such its intention to the Holder at least do so no less than 20 Business Days 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 such registration statement. Such Intended Offering Notice the notice sent by the Company (which request shall offer state the intended method of disposition thereof), the Company will use reasonable best efforts to include in such registration statement for offer to cause the public such number of Registrable Securities as to which registration shall have been so requested to be included in the Holder may request subject securities to the conditions set forth hereinbe covered by such Registration Statement, and shall specify, all to the extent then known, required to permit the number and class of securities proposed to be registered, the proposed date of filing sale or other disposition by each Holder (in accordance with its written request) of such registration statementRegistrable 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 any proposed means of distribution of such securitiesoffering by the Company in which any Holder had requested to participate; and PROVIDED FURTHER, any proposed that 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 to appear on the facing page of such registration statement. If the Holder desires to have Registrable Securities included in such registration statement and offered to the public it shall so advise the Company that the total number of securities that the Company, the holders of Registrable Securities, or such other persons propose to include in writing (such offering is such that the written notice success of the Holder being a "Piggy-back Notice") not later than 10 Business Days after the Company's delivery to the Holder offering would be materially and adversely affected by inclusion of the Intended Offering Noticesecurities requested to be included, setting forth then the number amount of Registrable Securities that securities to be offered for the Holder desires to have included in the registration statement and offered to the public. Upon the request accounts of the Company, the Holder shall enter into such underwriting, custody holders of Registrable Securities and other agreements as holders registering securities pursuant to registration rights shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the proposed offering.allocated as follows:

Piggy Back Registration. (a) If at any time after a Public Offering the Company intends shall determine to file on its behalf or on behalf of any of its securityholders a 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 Securities of the same class held by the Holder, other than a registration statement on Form S-8 or Form S-4 (or any successor forms) or in any other transaction of the type specified in Rule 145 register under the Securities Act (including pursuant to a demand of any stockholder of the Company exercising registration rights) any of its Common Stock of the type which has been or any successor forms)may be issued upon the exercise of the Warrants, other than on Form S-8 or its then equivalent, it shall send to each holder of Registrable Shares, including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) 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 the Holder 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 to all or any part of the public Registrable Shares such number of Registrable Securities as the 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 holder requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the proposed date Company, the managing underwriter shall impose a limitation on the number of filing shares of such Common Stock which may be included in any such registration statementstatement because, any proposed means of distribution 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 securities, any proposed managing underwriter or underwriters Common Stock having an incidental ("piggy back") right to include such Common Stock in the registration statement according to the amount of such securities and a good faith estimate by Common Stock which each holder had requested to be included pursuant to such right, then the Company of the proposed maximum offering price of such securities, as such price is proposed shall be obligated to appear on the facing page of such registration statement. If the Holder desires to have Registrable Securities included include in such registration statement and offered to the public it shall so advise the Company in writing (the written notice only such limited portion of the Holder being a "Piggy-back Notice") Registrable Shares with respect to which such holder has requested inclusion hereunder. The rights set forth in this Section 5.01 shall not later than 10 Business Days after the Company's delivery to the Holder of the Intended Offering Notice, setting forth the number of Registrable Securities that the Holder desires to have included in the registration statement and offered to the public. Upon the request of the Company, the Holder shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate effective in connection with the proposed offeringCompany initial public offering of securities under the Securities Act.

Piggy Back Registration. (a) If at any time after a Public Offering the Company intends shall determine to file on its behalf or on behalf of any of its securityholders a 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 Securities of the same class held by the Holder, other than a registration statement on Form S-8 or Form S-4 (or any successor forms) or in any other transaction of the type specified in Rule 145 register under the Securities Act (or including pursuant to a demand of any successor formsstockholder of the Company exercising registration rights) any of its Common Stock (other than a registration relating solely to the sale of securities to participants in a Company employee benefits plan, a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares), then it shall send to each Holder 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 the Holder 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 to all of the public Registrable Shares that such number of Registrable Securities as the 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 requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the proposed date Company, the managing underwriter shall impose a limitation on the number of filing shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, the Company shall be obligated to include in 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. If the Holder desires to have Registrable Securities included in such registration statement and offered with respect to the public it shall so advise the Company in writing (the written notice requesting Holder, only an amount of the Holder being a "Piggy-back Notice") not later than 10 Business Days after the Company's delivery Registrable Shares equal to the Holder product of the Intended Offering Notice, setting forth (i) the number of Registrable Securities Shares that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage, as that term is defined in Section 1.4. If any Holder desires to have included in the registration statement and offered to the public. Upon the request disapproves of the Company, the Holder shall enter into terms of such underwriting, custody he may elect to withdraw therefrom by written notice to the Company and other agreements as the underwriter. Notwithstanding anything herein to the contrary, the amount of Registrable Securities to otherwise be included in any registration statement shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with subject to the proposed offeringlimitations imposed by Rule 415 under the Securities Act as determined by counsel to the Company.

Piggy Back Registration. (a) If at any time after a Public Offering the Company intends proposes to file on its behalf or on behalf of register any of its securityholders a registration statement securities under the Act (other than 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 Securities of the same class held by the Holdermerger, other than a registration statement on acquisition, exchange offer, redemption or pursuant to Form S-8 or Form S-4 (or any a successor formsform) or in any other transaction of the type specified in Rule 145 under the Securities Act (or any successor forms), then the Company shall it will give written notice (an the "Intended Offering Filing Notice") of such intention to the Holder by certified mail, return receipt requested, at least 20 Business Days twenty (20) days prior to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in each such registration statement for offer to each holder of any Warrants or Warrant Shares of its intention to do so. Upon the public written request of any record holder of any outstanding Warrants or Warrant Shares given within ten (10) days after receipt of the Filing Notice to include any Warrant Shares owned by such number of Registrable Securities as the Holder may request subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities holder in such 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 shall afford such holder the opportunity to have such Warrant Shares registered under such registration. The "piggy-back" registration rights described in this Section 4b. shall terminate at such time as the Warrant Shares are saleable in one or more transactions pursuant to Rule 144 of the proposed maximum offering price Securities Act. Any sales of such securities, as such price is proposed Warrant Shares pursuant to appear on the facing page of such registration statement. If the Holder desires to have Registrable Securities included in such registration statement shall be effected through the underwriter of such registered offering, if any, and offered the holder of such Warrant Shares shall compensate the underwriter in accordance with such underwriter's customary compensation practices. Notwithstanding anything to the public contrary contained in the provisions of this Section 4b., the Company shall have the right at any time after it shall so advise the Company in writing (the have given written notice pursuant to this Section 4b. (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the Holder being a "Piggy-back Notice") not later than 10 Business Days same after the Company's delivery filing but prior to the Holder of the Intended Offering Notice, setting forth the number of Registrable Securities that the Holder desires to have included in the registration statement and offered to the public. Upon the request of the Company, the Holder shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the proposed offeringeffective date thereof.

Piggy Back Registration. (a) If at At any time after a Public Offering during the Company intends term of this Agreement if WellPoint proposes to file on its behalf or on behalf of register any of its securityholders a 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 Securities of the same class held by the Holder, other than a registration statement on Form S-8 or Form S-4 (Common Stock or any successor formsother of its common equity securities (but not including debt instruments or preferred stock convertible into its common equity securities) or in any other transaction of the type specified in Rule 145 (collectively, "Other Securities") under the Securities Act (other than a registration on Form S-4 or S-8 or any successor formsform thereto), then whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale for cash to the Company shall public under the Securities Act, it will each such time give prompt written notice (an "Intended Offering Notice") to each Holder of such its intention to the Holder do so at least 20 Business Days forty-eight (48) hours prior to the anticipated filing date of the registration statement relating to such registration statementregistration. Such Intended Offering Notice notice shall offer each such Holder the opportunity to include in such registration statement for offer to the public such number of Registrable Securities as the each such 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 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 statementrequest. If the Holder desires to have Registrable Securities included in such registration statement and offered to the public it shall so advise the Company in writing (Upon the written notice request of the any such Holder being a "Piggy-back Notice") not made no later than 10 Business Days the next complete business day after the Companyreceipt of WellPoint's delivery to the Holder of the Intended Offering Notice, setting forth notice (which request shall specify the number of Registrable Securities that intended to be disposed of and the Holder desires to have included intended method of disposition thereof), WellPoint shall effect, in the registration statement and offered to the public. Upon the request of the Companymanner set forth in Section 5, the Holder shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the proposed offering.registration of the Other Securities, the registration under the Securities Act of all Registrable Securities which WellPoint has been so requested to register, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so requested to be registered, PROVIDED that: