Common use of Piggyback Registration Rights Clause in Contracts

Piggyback Registration Rights. Purchaser has no obligation to register the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, at any time within 24 months after the Closing, contemplates and undertakes a public offering of its shares of Common Stock and the filing of a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided that the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by Purchaser."

Piggyback Registration Rights. Purchaser has no obligation to register the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, If at any time within 24 months after the Closing, contemplates and undertakes Company ------------------------------- shall determine to register under the Securities Act (including pursuant to a public offering demand of any security holder of the Company exercising registration rights) any of its shares of Common Stock and the filing of a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions of the offering known (except securities to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser be issued solely in connection with such offering may requireany acquisition of any entity or business, shares issuable solely pursuant to employee benefit plans eligible for registration on SEC Form S-8 or shares to be registered on any registration form that does not permit secondary sales), it shall send to Siena and provided that to each of the public offering and sale Holder(s) written notice of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within determination at least thirty (30) days prior to each such filing and, if within twenty (20) days after receipt of such notice, any Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement (to the extent permitted by applicable regulation) all or any part of the Warrant Securities (collectively referred to in this Article VI as ---------- "Registrable Securities") that such Holder requests to be registered, provided, ---------------------- however, that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the amount of Registrable Securities included in any such registration statement, then, to the extent that any Registrable Securities remain available for registration after the aforesaid underwriter's cutback, the Company shall be obligated to include in such registration statement with respect to each Holder requesting inclusion only the product of : (i) the number of Registrable Securities with respect to which such Holder has requested inclusion hereunder and (ii) such Holder's pro rata share of the sum of all Registrable Securities permitted to be registered and all other securities of the Company, the holders of which Registrable Securities and other securities have requested that such securities be registered. Any Registrable Securities which are included in any underwritten offering under this Section 6.01 shall be sold upon ------------ such terms as the managing underwriters shall reasonably request but in any event shall be upon terms not less favorable than those upon which any other selling security holder shall sell any of its securities. If any Holder disapproves of the terms of such underwriting, such Holder may elect to withdraw therefrom by written notice to the Seller Company and the underwriter. The Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Company Underwriter") to permit the ------------------- Holders who have requested to participate in the registration for such offering to include such Registrable Securities in such offering on the same terms and conditions as the securities of the Company included therein. Notwithstanding the foregoing, if the Company Underwriter delivers a written opinion to the Holders that the total amount or kind of securities which they, the Company and any other Persons intend to include in such offering (the "Total Securities") is ---------------- sufficiently large so as to prevent the Company from affecting a successful offering of the Total Securities, then the amount or kind of securities to be offered for the account of any members of management shall be reduced pro rata to the extent necessary to reduce the Total Securities to the amount recommended by Purchaserthe Company Underwriter, and if the amount or kind of Total Securities is still sufficiently large so as to prevent the Company from affecting a successful offering of the Total Securities, then the amount or kind of securities to be offered for the account of the Holders and any other Persons shall be reduced pro rata to the extent necessary to reduce the Total Securities to the amount recommended by the Company Underwriter. Notwithstanding the provisions of this Section 6.01, the Company shall have the right, at any time after it shall have ------------ given written notice pursuant to this Section 6.01 (irrespective of whether a ------------ written request for inclusion of Registrable Securities shall have been made), to elect not to file any such proposed registration statement or to withdraw the same after the filing and prior to the effective date thereof."

Piggyback Registration Rights. Purchaser has no obligation At any time following the Funding and Consummation Date, whenever QSI proposes to register any QSI Stock for its own or others account under the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, at any time within 24 months after the Closing, contemplates and undertakes 1933 Act for a public offering offering, other than (i) any shelf registration of shares to be used as consideration for acquisitions of additional businesses by QSI and (ii) registrations relating to employee benefit plans, QSI shall give the Stockholder prompt written notice of its shares of Common Stock and intent to do so. Upon the filing of a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing written request of the proposed offering and Stockholder given within 30 days after receipt of any material terms and conditions of the offering known such notice, QSI shall cause to Purchaser. Purchaser shall use all reasonable efforts to have be included in such registration statement all or any portion of the shares distributed QSI Stock issued to Seller hereunderthe Stockholder pursuant to this Agreement which the Stockholder requests, subject, however, provided that QSI shall have the right to such terms, conditions and limitations (including but not limited to reduce the number of shares that Seller may offer to sell included in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided to the extent that the public offering and sale inclusion of such shares could, in the opinion of tax counsel to QSI or its independent auditors, jeopardize the qualification of the transactions contemplated hereby and by the Registration Statement as an exchange meeting the requirements of Code Section 351. In addition, if QSI is not restricted advised in writing in good faith by any legend or managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 16.1 that the number of shares to be sold by persons other condition imposed than QSI is greater than the number of such shares which can be offered without adversely affecting the offering, QSI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares desired to be sold by any state securities commissioner. Seller such person) to a number deemed satisfactory by such managing underwriter, provided, that, notwithstanding Section 14.1 hereof, for each such offering made by QSI after the IPO, such reduction shall take all such action and execute all such documents including, but not limited tobe made first by reducing the number of shares to be sold by persons other than QSI, the execution Company and delivery the Other Founding Companies or the Stockholders thereof who receive shares of an underwriting agreement in form QSI Stock pursuant to the Other Agreements (collectively, the Company and substance in all material respects the same Other Founding Companies or the Stockholders thereof who receive shares of QSI Stock pursuant to the Other Agreements being referred to herein as the underwriting agreement "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be signed sold by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by PurchaserFounding Stockholders."

Piggyback Registration Rights. Purchaser has no obligation to register the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, If at any time within 24 months after following the Closingcompletion of an IPO Event the Company proposes to effect another Registration, contemplates whether or not for sale for its own account and undertakes (subject to the provisions of Section 9.1 above) whether or not pursuant to the exercise of any of the demand registration rights referred to in Section 9.1 hereof, in a manner which would permit Registration of Registrable Securities for sale to the public offering under the Securities Act, it will each such time, subject to the provisions of Sections 9.1 and 9.2(c) hereof, give prompt written notice to all Shareholders of record of Registrable Securities of its shares intention to do so and of Common Stock and such Shareholders' rights under this Article IX, at least 25 days prior to the anticipated filing date of a the registration statement with relating to such Registration. With respect to the SEC in connection therewithfirst such Registration following the completion of an IPO Event (the "First Registration"), Purchaser such notice shall notify offer the Seller in writing of Family LP the proposed offering and of any material terms and conditions of the offering known opportunity to Purchaser. Purchaser shall use all reasonable efforts to have included include in such registration statement such number of Registrable Securities as the Family LP may request. With respect to any second or subsequent Registration following the First Registration, such notice shall offer all or such Shareholders the opportunity to include in such registration statement such number of Registrable Securities as each such Shareholder may request (subject to the limitations on participation by Management Shareholders set forth in Sections 3.1(b) and 9.3). Upon the written request of any portion such Shareholder made within 10 days after the receipt of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations Company's notice (including but not limited to which request shall specify the number of shares that Seller may offer Registrable Securities intended to sell be disposed of by such Shareholder and the intended method of disposition thereof), the Company will use its best efforts to effect the Registration under the Securities Act and the qualification under any applicable state securities or Blue Sky laws of all Registrable Securities which the Company has been so requested to register by the Shareholders thereof, to the extent required to permit the disposition (in such registration statement) as any underwriter retained by Purchaser in connection accordance with such offering may require, and provided that intended methods thereof) of the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement Registrable Securities so requested to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by Purchaser."registered; PROVIDED that:

Piggyback Registration Rights. Purchaser has no obligation to register the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, If at any time within 24 months after prior to the Closingremoval of restrictive legends pursuant to Rule 144(k) (i.e. two (2) years holding period), contemplates and undertakes (i) the Company proposes to register shares of Common Stock under the Securities Act, other than on Forms S-8 , S-4 or any successor forms, in connection with a public offering of such shares for cash (a "Proposed Registration") and (ii) a Registration Statement covering the resale of all of the shares ("Registrable Securities") is not then effective and available for sales thereof by the Investors, the Company shall, at such time, promptly give each Shareholder written notice of such Proposed Registration. Each Shareholder shall have ten (10) Business Days from its receipt of such notice to deliver to the Company a written request specifying the amount of Registrable Securities that such Shareholder intends to sell and such Shareholder's intended method of distribution. Upon receipt of such request, the Company shall use its best efforts to cause all Registrable Securities which the Company has been requested to register to be registered under the Securities Act to the extent necessary permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Investor; provided, however, that the Company shall have the right to postpone or withdraw any Proposed Registration without obligation to the Shareholder. If, in connection with any underwritten public offering for the account of the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock and the filing of a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have which may be included in a Proposed Registration because, in the judgment of such registration statement all underwriter(s), marketing or any other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in such Proposed Registration only such limited portion of the shares distributed Registrable Securities with respect to Seller hereunderwhich each Shareholder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rate among the Shareholders seeking to include Registrable Securities in a Proposed Registration, subject, however, to such terms, conditions and limitations (including but not limited in proportion to the number of shares Registrable Securities sought to be included by such Shareholders; provided, however, that Seller may offer the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to sell inclusion of such securities in such registration statement) as Proposed Registration or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any underwriter retained by Purchaser in connection with such offering may require, and provided that the public offering and sale exclusion of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering Registrable Securities shall be borne by Purchaser, except that Seller shall pay its proportionate share made pro rata with holders of underwriters' commissions and discounts and other securities having the costs and fees of any attorneys, accountants and other persons retained by Seller right to include such securities in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by PurchaserProposed Registration."

Piggyback Registration Rights. Purchaser has no obligation The holder shall, with respect to register the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, at any time within 24 months after the Closing, contemplates and undertakes a public offering of its shares of Common Stock issuable upon conversion of this Note ("Registrable Securities"), have piggyback registration rights. If Borrower shall determine to file with the Securities and the filing of Exchange Commission a registration statement with relating to an offering for its own account or the SEC account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering and with any acquisition of any material terms and conditions entity or business or equity securities issuable in connection with stock option or other employee benefit plans), Borrower shall send to the holder written notice of such determination and, if within fifteen (15) days after the offering known to Purchaser. Purchaser effective date of such notice, the holder shall use all reasonable efforts to have included so request in writing, then Borrower shall include in such registration statement all or any portion part of the shares distributed Registrable Securities the holder requests to Seller hereunderbe registered, subjectexcept that if, however, to such terms, conditions and limitations (including but not limited to in connection with any underwritten public offering for the account of Borrower the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock that Seller may offer to sell be included in the registration statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then Borrower shall be obligated to include in the registration statement) statement only such limited portion of the Registrable Securities with respect to which the holder has requested inclusion hereunder as any the underwriter retained shall permit. Any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the registration statement other than holders of securities entitled to inclusion of their securities in the registration statement by Purchaser reason of demand registration rights. If an offering in connection with which the holder elects to participate in registration under this Section 8 is an underwritten offering, then the Holder shall, unless otherwise agreed by Borrower, offer and sell such Registrable Securities in an underwritten offering may require, and provided that the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects using the same as underwriter or underwriters and, subject to the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed Warrant, on the same terms and conditions as other shares of Common Stock included in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by Purchasersuch underwritten offering."

Piggyback Registration Rights. Purchaser has no obligation During the period commencing the date hereof and ending on the earlier to register occur of (i) the shares one year anniversary of Purchaser stock the last Closing and (ii) the date the last Underlying Securities Registration Statement required to be filed by the Company is declared effective under the Securities Act by the Commission, the Company may not file any registration statement that Seller will receive under this Agreement. Provided, however, in provides for the event Purchaser, at any time within 24 months after the Closing, contemplates and undertakes a public offering registration of its shares of Common Stock and the filing of a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing to be sold by other shareholders of the proposed offering and Company unless the Company provides the Purchaser with not less than seven (7) Trading Days' notice of any material terms and conditions of the offering known its intention to Purchaser. Purchaser shall use all reasonable efforts to have included in file such registration statement and provides the Purchaser the option to include any or all or any portion of the shares distributed Underlying Shares and Warrant Shares therein as to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided that the public offering and sale of such shares which there is not restricted by any legend or other condition imposed by any state securities commissionerat that time an effective Underlying Securities Registration Statement. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 Such registration rights shall not apply to registration statements filed relating solely to (i) employee benefit plans notwithstanding the inclusion of a resale prospectus for securities received under such employee benefit plan, or (ii) business combinations unless the registration statement relates to securities to be received by the holders of the Common Stock of the Company. In the event that any registration pursuant to this Section 3.16 shall be, in connection with employee stock purchase and option programs by Purchaser whole or in connection with actual part, a firm commitment underwritten offering of securities of the Company, any request by such holders pursuant hereto to register Underlying Shares or proposed acquisitions Warrant Shares must specify that such shares are to be included in the underwriting on the same terms and conditions as the shares of securities, if any, otherwise being sold through underwriters under such registration. If no shares of securities are being sold through underwriters under such registration, then any request by Purchasersuch holders pursuant to this Section 3.16 to register such Underlying Shares or Warrant Shares must specify that such shares are to be included in the registration on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. Seller shall notify Purchaser Notwithstanding any other provision of its election this Section, if the underwriter determines that marketing factors require a limitation of the number of shares to exercise its be underwritten or that it is otherwise advisable, the underwriter may exclude the Underlying Shares or Warrant Shares from such registration, PROVIDED, HOWEVER, except as otherwise required by the registration rights herein granted by the Company as specified in writing within thirty (30Schedule 2.1(c) days after the aforesaid written notice to the Seller by PurchaserPurchase Agreement prior to the date hereof, if any shares of Common Stock are to be included in such registration for the account of any person other than the Company, then the number of Underlying Shares and warrant Shares to be included in such registration shall be determined pro rata based upon the ratio of the aggregate number of Underlying Shares and Warrant Shares requested to be included in such registration to the total number of shares of Common Stock (including such Underlying Shares and Warrant Shares) requested to be included therein."

Piggyback Registration Rights. Purchaser has no obligation At any time before November 14, 2001, whenever Apple proposes to register any Common Stock for its own account, or for the shares account of Purchaser stock that Seller will receive any other person holding registration rights, under this Agreement. Provided, however, in the event Purchaser, at any time within 24 months after the Closing, contemplates and undertakes Securities Act for a public offering for cash, other than a registration relating to the offering or issuance of shares in connection with (i) employee compensation or benefit plans or (ii) one or more acquisition transactions under a registration statement on either Form S-1 or Form S-4 under the Securities Act (or a successor to either Form S-1 or Form S-4) (any such offering or issuance being an "Exempt Offering"), Apple will give each Stockholder written notice of its intent to do so (a "Registration Notice") at least 20 days prior to the filing of the related registration statement with the Commission. Such notice shall specify the approximate date on which Apple proposes to file such registration statement and shall contain a statement that the Stockholders are entitled to participate in such offering and shall set forth the number of shares of Registrable Common (as hereinafter defined) that represents the best estimate of the lead managing underwriter (or if not known or applicable, Apple) that will be available for sale by the holders of Registrable Common in the proposed offering. If Apple shall have delivered a Registration Notice, each Stockholder shall be entitled to participate on the same terms and conditions as Apple in the public offering to which such Registration Notice relates and to offer and sell shares of Registrable Common therein only to the extent provided in this SECTION 2. Each Stockholder desiring to participate in such offering shall notify Apple no later than ten days following receipt of the Registration Notice of the aggregate number of shares of Registrable Common that such Stockholder then desires to sell in the offering. Each Stockholder desiring to participate in such public offering may include shares of Registrable Common in the registration statement relating to the offering to the extent that the inclusion of such shares shall not reduce the number of shares of Common Stock to be offered and sold by Apple to be included therein. If the filing lead managing underwriter selected by Apple for a public offering (or, if the offering is not underwritten, a financial advisor to Apple) determines that marketing factors require a limitation on the number of a registration statement with shares of Registrable Common to be offered and sold in such offering, there shall be included in the SEC offering only that number of shares of Registrable Common, if any, that such lead managing underwriter or financial advisor, as the case may be, reasonably and in connection therewith, Purchaser shall notify good faith believes will not jeopardize the Seller in writing success of the proposed offering offering, PROVIDED that if the lead managing underwriter or financial advisor, as the case may be, determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold as aforesaid and so notifies Apple in writing, the number of shares of Registrable Common to be offered and sold by holders desiring to participate in the offering, shall be allocated among such holders on a pro rata basis based on their holdings of Registrable Common. Apple shall have the right at any material terms and conditions time to reduce the number of the offering known shares requested by any Stockholder to Purchaser. Purchaser shall use all reasonable efforts to have be included in such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares extent that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided Apple reasonably concludes that the public offering and sale inclusion of such shares is not restricted by likely to jeopardize the non-recognition status under the Code of any legend or other condition imposed by acquisition transaction consummated pursuant to any state securities commissioner. Seller shall take all of the Acquisition Agreements; PROVIDED that any determination to exclude shares from any such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement registration pursuant to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering this provision shall be borne by Purchaser, except that Seller shall pay based on written advice of tax counsel to Apple or its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by Purchaserindependent accountants."

Piggyback Registration Rights. The Purchaser has no obligation will use its best efforts to register the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, include all Purchase Price Shares in the event Purchaser, at any time within 24 months after the Closing, contemplates and undertakes a underwritten public offering of its shares of the Common Stock (the "Public Offering"), in accordance with the Securities Act on a "piggyback" registration basis. The Sellers shall sell in the Public Offering all Purchase Price Shares which the Purchaser is able to register in the Public Offering, unless the underwriters in the Public Offering advise the Purchaser that bona fide marketing factors require a limitation of the number of securities to be underwritten, in which case, the Purchaser shall so advise all Sellers of Purchase Price Shares which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Sellers of such Purchase Price Shares on a pro rata basis. If requested by the managing or lead managing underwriter in the Public Offering, the Sellers shall execute and deliver such customary documentation as is utilized by such underwriter for selling stockholders in underwritten public offerings including, without limitation, an underwriting agreement and a "lock-up" agreement with the managing or lead managing underwriter in such forms as are customarily used by such underwriter with any modifications as the parties thereto shall agree. In connection with any such registration, the Sellers shall supply to the Purchaser such information as may be reasonably requested by the Purchaser in connection with the preparation and filing of a registration statement with the SEC in connection therewith, SEC. The Sellers shall not supply any information to the Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have included for inclusion in such registration statement all that will, taken as a whole, at the time the registration statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any portion material fact required to be stated therein or necessary in order to make the statements therein, in light of the shares distributed to Seller hereundercircumstances under which they were made, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided that the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchasermisleading. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions covenants and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller agreements made in connection with the offering. The provisions of this Section 9.05 5.5 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser survive the closing of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by Purchasertransactions contemplated hereby."

Piggyback Registration Rights. Purchaser has no obligation to register the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in (i) In the event Purchaserthat, at any time within 24 months after during the Closingyear period commencing on the date of this Note and ending December 31, contemplates and undertakes 2003, the Company registers its securities pursuant to the Securities Act in connection with a public offering of its shares securities (other than a registration statement on Form S-4 or S-8 or subsequent similar forms), whether for its own account or for the account of Common Stock and selling securityholders, the Company shall advise the Holder by written notice at least two (2) weeks prior to the filing of any registration statement under the Securities Act covering securities of the Company and will, upon the request of the Holder, include in any such registration statement such information as may be required to permit a public offering of the Holder's Registrable Shares, as hereinafter defined; provided, however, that the Company shall not be required to include such Registrable Shares in a registration statement with relating to an offering by the SEC in connection therewith, Purchaser Company of securities for its own account if the managing underwriter shall notify have advised the Seller Company in writing that the inclusion of such Registrable Shares will have a material adverse effect upon the ability of the proposed offering Company to sell securities for its own account, and of any material terms and conditions of provided further that the offering known to Purchaserholders are not treated less favorably than others having piggyback registration rights. Purchaser The Company shall use all reasonable efforts to have included in keep such registration statement current and effective for a period of twelve months from the effective date of such registration statement or until such earlier date as all or any portion of the shares distributed registered Registrable Shares shall have been sold. In connection with a registration statement relating to Seller hereunderan underwritten offering of securities for the account of the Company, subject, however, to such terms, conditions and limitations (including but not limited if requested by the managing underwriter as a condition to the number inclusion of shares that Seller may offer the Registrable Shares in the registration statement, the Holders shall agree not to sell or otherwise distribute the Registrable Shares pursuant to the registration statement for such period, not to exceed six months (the "lock-up period") as the managing underwriter shall request, in such which event the Company will keep the registration statement effective for twelve months after the expiration of the lock-up period. Notwithstanding the foregoing, if the registration statement is on a Form S-3 or similar short-form registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided that the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution Company shall keep the registration statement current and delivery effective until all of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering Registrable Shares shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by Purchaserhave been sold."

Piggyback Registration Rights. Purchaser has no obligation to register the shares of Purchaser stock The Company agrees that Seller will receive under this Agreement. Providedif, however, in the event Purchaser, at any time within 24 months after the Closingdate hereof, contemplates and undertakes a public offering of its shares of Common Stock and the Board shall authorize the filing of a registration statement under the Securities Act (other than a registration statement on Form X-0, Xxxx X-0 or any other form that does not include substantially the same information as would be required in a form for the general registration of securities) in connection with the SEC in connection therewithproposed offer of any of its securities by it or any corporation with which it may combine or merge subsequent to the Offering, Purchaser shall the Company shall: (A) promptly notify the Seller Purchaser that such registration statement will be filed and that the Shares purchased pursuant to this Agreement, which were not included in writing the Resale Registration Statement (or, if included in the Resale Registration Statement, Shares that continue to be restricted securities as a result of the proposed offering Resale Registration Statement not continuing to be effective) and are then held by the Purchaser (hereinafter the “Registrable Securities”) will be included in such registration statement at such Purchaser’s request; (B) cause such registration statement to cover all of such Registrable Securities issued to such Purchaser for which such Purchaser requests inclusion; (C) use reasonable best efforts to cause such registration statement to become effective as soon as practicable; and (D) take all other reasonable action necessary under any Federal or state law or regulation of any material terms governmental authority to permit all such Registrable Securities that have been issued to such Purchaser to be sold or otherwise disposed of, and conditions will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for such Purchaser to promptly effect the proposed sale or other disposition, but no later than the date that, assuming compliance with all of the offering known requirements of Rule 144 promulgated under the Securities Act, the Purchaser would be entitled to Purchasersell the Registrable Securities pursuant to Rule 144. If the Purchaser shall use all reasonable efforts desires to have included include in such registration statement all or any portion part of the shares distributed to Seller hereunderRegistrable Securities held by him/her/it, subjecthe/she/it shall, however, to such terms, conditions and limitations within twenty (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided that the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (3020) days after the aforesaid written above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by the Purchaser. If the Purchaser decides not to include all of his/her/its Registrable Securities in any registration statement thereafter filed by the Seller Company, the Purchaser shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by Purchaserthe Company with respect to offerings of its securities, all upon the terms and conditions set forth herein."

Piggyback Registration Rights. Purchaser has no obligation The Company shall afford each Holder of Registrable Securities the opportunity to register the shares include such Registrable Securities in any registration statement filed for purposes of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, at any time within 24 months after the Closing, contemplates and undertakes a public offering of securities of the Company of the same class as the Registrable Securities or which are convertible into or exercisable for such class of securities (including, without limitation a public offering made on a continuous basis pursuant to Rule 415) (other than (i) registration statements for which the Company has contractually agreed not to grant such rights with the prior consent of the Required Holders, and (ii) other than a registration on Form S-4 or Form S-8, or any successor or other forms promulgated for similar purposes); provided, however, that in the event any Holder of Registrable Securities elects to include Registrable Securities in the shelf registration statement to be filed by the Company for the registration of its six-year 8% Convertible Senior Subordinated Debentures (the "New Debentures"), to be issued concurrently with the Warrants, and of the shares of Common Stock and issuable upon conversion of the filing New Debentures, in lieu of including such Registrable Securities in the shelf registration statement, the Company may elect to file a separate shelf registration statement with for the SEC in connection therewith, Purchaser shall notify the Seller in writing benefit of the proposed offering and requesting Holder (which registration statement shall not count as a Demand Registration). If, in the written opinion of the managing underwriter of any material terms and conditions such offering in the case of an underwritten offering of the offering known Company's securities to Purchaser. Purchaser shall use all reasonable efforts be offered for the Company's own account and/or for the account of holders that will have exercised contractual demand registration rights, the total amount of securities to have included in be so registered including such registration statement all or any portion Registrable Securities, will exceed the maximum amount of the shares distributed Company's securities which can be marketed without adversely affecting the offering, then the Company shall be entitled to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to reduce the number of shares that Seller may offer of Registrable Securities to sell be included in such offering to zero. Any such reduction shall be allocated among all such Holders and other holders of piggyback registration rights in proportion (as nearly as practicable) to the amount of registrable securities owned by each holder at the time of filing the registration statement. Each Holder desiring to include the Registrable Securities held by it in any such registration statement shall notify the Company in writing within 15 days after receipt of notice from the Company of its intent to file such a registration statement. If a Holder decides not to include all of the Registrable Securities held by it in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements (other than registration statements for which the Company has contractually agreed not to grant such rights) as any underwriter retained by Purchaser in connection with such offering may require, and provided that the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested filed by Purchaser. The cost the Company with respect to offerings of such its securities (including, without limitation a public offering shall be borne by Purchasermade on a continuous basis pursuant to Rule 415), except that Seller shall pay its proportionate share of underwriters' commissions all upon the terms and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offeringconditions set forth herein. The provisions of No registration effected under this Section 9.05 2(b) shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser relieve the Company of its election obligation to exercise its rights herein specified in writing within thirty (30effect any Demand Registration under Section 2(a) days after the aforesaid written notice to the Seller by Purchaserhereof."

Piggyback Registration Rights. Purchaser has no obligation At any time before December 31, 2001, whenever IPG proposes to register any Common Stock under the Securities Act, other than a registration relating to the offering or issuance of shares in connection with (i) employee compensation or benefit plans, or (ii) one or more acquisition transactions under a Registration Statement on Form S-4 under the Securities Act (or a successor to Form S-4) (any such offering or issuance being an "Exempt Offering"), IPG will give the stockholder written notice of its intent to do so (a "Registration Notice") at least 20 days prior to the filing of the related registration statement with the Commission. Such notice shall specify the approximate date on which IPG proposes to file such registration statement and shall contain a statement that the Stockholder is entitled to participate in such offering and shall set forth the number of shares of Purchaser stock Registrable Common (as hereinafter defined) that Seller represents the best estimate of the lead managing underwriter, if the offering is a firm commitment underwriting, that will receive under this Agreement. Providedbe available for sale by the holders of Registrable Common in the proposed offering; provided, however, that all of the Registrable Common proposed to be sold by Stockholder will be included in the event Purchaserregistration statement if the offering is not a firm commitment underwriting. If IPG shall have delivered a Registration Notice, Stockholder shall be entitled to offer and sell shares of Registrable Common therein only to the extent provided in this SECTION 2. If Stockholder desires to participate in an offering it shall notify IPG at any time within 24 months least ten (10) days prior to the date IPG reasonably believes it will file its registration statement of the aggregate number of shares of Registrable Common that Stockholder then desires to sell in the offering; provided, however, if the Registrable Common is to be sold in a firm commitment underwriting, Stockholder will so notify IPG no later than twenty(20) days after receipt of the ClosingRegistration Notice, contemplates and undertakes a so long as such date is at least ten (10) days prior to the date IPG reasonably believes it will file its registration statement. The Stockholder desiring to participate in such public offering may include shares of its Registrable Common in the registration statement relating to the offering to the extent that the inclusion of such shares shall not reduce the number of shares of Common Stock to be offered and sold by IPG to be included therein. If the filing of lead managing underwriter selected by IPG for a registration statement with the SEC in connection therewithpublic offering (or, Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions of if the offering known is not underwritten, a financial advisor to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to IPG) determines that marketing factors require a limitation on the number of shares that Seller may offer of Registrable Common to sell be offered and sold in such registration statement) offering, there shall be included in the offering only that number of shares of Registrable Common, if any, that such lead managing underwriter or financial advisor, as any underwriter retained by Purchaser the case may be, reasonably and in connection with such offering may requiregood faith believes will not jeopardize the success of the offering, and provided that if the public offering lead managing underwriter or financial advisor, as the case may be, determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action sold as aforesaid and execute all such documents including, but not limited toso notifies IPG in writing, the execution and delivery number of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement shares of Registrable Common to be signed offered and sold by Purchaser, as may be requested by Purchaser. The cost of such public holders having contractual registration rights with IPG and desiring to participate in the offering shall be borne by Purchaser, except that Seller shall pay its proportionate share allocated among such holders on a pro rata basis based on their holdings of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by PurchaserRegistrable Common."

Piggyback Registration Rights. Purchaser has no obligation At any time during the Piggyback Period (as hereinafter defined), if Precept proposes to register any Precept Common Stock for its own or others' account under the shares Securities Act of Purchaser stock that Seller will receive under this Agreement. Provided1933, howeveras amended (the "Securities Act"), in the event Purchaser, at any time within 24 months after the Closing, contemplates and undertakes a public offering of its shares of Common Stock for cash and the filing of specifically excluding a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions of the offering known relating to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all employee benefit plans or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to the number issuance of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may requirean acquisition transaction (an "Offering"), and provided that Precept will give the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser Stockholder prompt verbal notice of its election intent to exercise its rights herein specified in writing within do so at least thirty (30) days after prior to the aforesaid filing of the related registration statement with the SEC, and written notice of its intent to do so (a "Registration Notice") at least ten (10) business days prior to such filing. Such notice shall specify the approximate date on which Precept proposes to file such registration statement and shall contain a statement that the Stockholder is entitled to participate in such offering and shall set forth the number of shares of Registrable Common (as hereinafter defined) that represents the best estimate of the lead managing underwriter (or if not known or applicable, Precept) that will be available for sale by the Stockholder in the proposed offering. If Precept shall have delivered a Registration Notice, the Stockholder shall be entitled to participate on the same terms and conditions as Precept in the public offering to which such Registration Notice relates and to offer and sell shares of Registrable Common therein only to the Seller extent provided in this SECTION 2. If the Stockholder desires to participate in the Offering, the Stockholder shall notify Precept in writing no later than five (5) business days following the date the Registration Notice is sent of the aggregate number of shares of Registrable Common that the Stockholder desires to sell in the Offering. The Stockholder so desiring to participate in the Offering may include shares of Registrable Common in the registration statement relating to the Offering to the extent that the inclusion of such shares shall not reduce the number of shares of Precept Common Stock to be offered and sold by PurchaserPrecept to be included therein. If the lead managing underwriter selected by Precept for the Offering (or, if the Offering is not underwritten, a financial advisor to Precept) determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold in the Offering, there shall be included in the Offering only that number of shares of Registrable Common, if any, that such lead managing underwriter or financial advisor, as the case may be, reasonably and in good faith believes will not jeopardize the success of the Offering."

Piggyback Registration Rights. Purchaser has no obligation The Company hereby grants the following registration rights to register holders of the shares of Purchaser stock that Seller will receive under this AgreementSecurities. Provided, however, in If the event Purchaser, Company at any time proposes to register any of its securities under the 1933 Act for sale to the 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 Purchased Shares and Warrant Shares (collectively, the “Registrable Securities”) for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give at least fifteen (15) days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within 24 months ten (10) days after the Closinggiving of any such notice by the Company, contemplates to register any of the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be 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”), except to the extent in an underwritten public offering, the underwritten cuts back the number of Registrable Securities proposed by the Subscriber. The Seller is hereby given the same rights and undertakes a benefits as any other party identified in such registration. In the event that any registration pursuant to this Section 11.1 shall be, in whole or in part, an underwritten public offering of its shares of Common Stock and the filing of a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing common stock of the proposed offering and of any material terms and conditions of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of the shares distributed to Seller hereunderCompany, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer of Registrable Securities to sell be included in such registration statement) as any an underwriting may be reduced by the managing underwriter retained by Purchaser in connection with such offering may require, if and provided to the extent that the public offering Company and sale the underwriter shall reasonably be of the opinion that such shares is not restricted inclusion would adversely affect the marketing of the securities to be sold by any legend the Company therein. Notwithstanding the foregoing provisions, or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited toSection 11.4 hereof, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as Company may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees withdraw or delay or suffer a delay of any attorneys, accountants and other persons retained by Seller registration statement referred to in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice 11.1 without thereby incurring any liability to the Seller by Purchaserdue to such withdrawal or delay."

Piggyback Registration Rights. Purchaser has no obligation At any time after the date hereof and before the fifth anniversary of such date, whenever iExalt proposes to register any Common Stock for its own account (or for the shares account of Purchaser stock that Seller will receive any Stockholder of iExalt) under this Agreement. Provided, however, the Securities Act in the event Purchaser, at any time within 24 months after the Closing, contemplates and undertakes a public offering for cash, other than a registration relating to the offering or issuance of shares in connection with (i) employee compensation or benefit plans or other transactions under a Registration Statement on Form S-8 (or any successor to Form S-8) or (ii) one or more acquisition transactions under a Registration Statement on Form S-4 or Form S-1 under the Securities Act (or a successor to Form S-4 or Form S-1) (any such offering or issuance being an "EXEMPT OFFERING"), iExalt will give each Stockholder written notice of its intent to do so (a "REGISTRATION NOTICE") at least 20 days prior to the filing of the related registration statement with the Commission. Such notice shall specify the approximate date on which iExalt proposes to file such registration statement and shall contain a statement that the Stockholders are entitled to participate in such offering and shall set forth the number of shares of Registrable Common that represents the best estimate of the lead managing underwriter (or if not known or applicable, iExalt) that will be available for sale by the holders of Registrable Common in the proposed offering. If iExalt shall have delivered a Registration Notice, each Stockholder shall be entitled to participate on the same terms and conditions as iExalt in the public offering to which the Registration Notice relates and to offer and sell shares of Registrable Common therein only to the extent provided in this Section 2(a). Each Stockholder desiring to participate in such offering shall notify iExalt no later than ten days following receipt of the Registration Notice of the aggregate number of shares of Registrable Common that such Stockholder then desires to sell in the public offering. Each Stockholder desiring to participate in the public offering may include shares of Registrable Common in the registration statement relating to such offering, to the extent that the inclusion of such shares shall not reduce the number of shares of Common Stock to be offered and sold by iExalt to be included therein. If the filing of lead managing underwriter selected by iExalt for a registration statement with the SEC in connection therewithpublic offering (or, Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions of if the offering known is not underwritten, a financial advisor to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to iExalt) determines that marketing factors require a limitation on the number of shares that Seller may offer of Registrable Common to sell be offered and sold in such offering, there shall be included in the offering only that number of shares of Registrable Common, if any, requested to be included in the offering that such lead managing underwriter or financial advisor, as the case may be, reasonably and in good faith believes will not jeopardize the success of the offering, PROVIDED, HOWEVER, that if the lead managing underwriter or financial advisor, as the case may be, determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold as aforesaid and so notifies iExalt and any requesting Stockholder in writing, the number of shares of Registrable Common to be offered and sold by holders desiring to participate in the offering, shall be allocated among such holders on a PRO RATA basis based on their holdings of Registrable Common. Notwithstanding anything herein to the contrary, the Company shall have the right to terminate or withdraw any registration statement) as any underwriter retained statement initiated by Purchaser in connection with such offering may require, and provided that it under this Section prior to the public offering and sale effectiveness of such registration whether or not any Stockholder has elected to include any shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all of Registrable Common in such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by Purchaserregistration."

Piggyback Registration Rights. Purchaser has no obligation If the Company at any time proposes to register any of its securities under the Act, including an SB-2 Registration Statement or otherwise, it will each such time give written notice to all holders of outstanding Shares and Options of its intention so to do. The Company will use best efforts at the request of Holder, if applicable, to register the shares underlying these options on a form S-8 registration statement. Upon the written request of Purchaser stock that Seller a holder or holders of any such Shares or Options given within 30 days after receipt of any such notice, the Company will receive use its best efforts to cause all such Shares, the holders of which (or of the Options for which upon exercise thereof the Company will issue Shares) shall have so requested registration thereof, to be registered under this Agreement. Providedthe Act (with the securities which the Company at the time propose to register), all to the extent requisite to permit the sale or other disposition by the prospective sellers of the Shares so registered; provided, however, in that the event PurchaserCompany may, at any time within 24 months after as a condition precedent to the Closingeffectiveness of such registration, contemplates and undertakes a public offering of its shares of Common Stock require each prospective seller to agree with the Company and the filing of a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions managing underwriter or underwriters of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of be made by the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser Company in connection with such offering may require, and provided registration that the public offering and sale such seller will not sell any securities of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same class or convertible into the same class as those registered by the underwriting agreement to Company (including any class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective (not exceeding 30 days) as shall then be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) by such underwriter or underwriters if in the opinion of such underwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement. All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accounts, or counsel for the Company and or counsel for the sellers and the expense of any special audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. Notwithstanding the foregoing, sellers shall pay all underwriting discounts or commissions with respect to shares sold by the sellers. Notwithstanding the above, the Company shall not be obligated to register the securities underlying the option more often than every 120 days after in the aforesaid written notice to case of an S-8 or every 365 days in the Seller by Purchasercase of any other type of registration statement."

Piggyback Registration Rights. Purchaser has no obligation Buyer shall have the right, for as long as any Shares are outstanding, to register the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, at any time within 24 months after the Closing, contemplates and undertakes a public offering of its shares of Common Stock and the filing of a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement include all or any portion of the shares distributed of Common Stock underlying the Shares (collectively with any successor securities, the “Registrable Securities”) as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Seller hereunderForm S-8 or any equivalent form). In the event of such a proposed registration, subjectthe Company shall furnish Buyer with not less than ten (10) days’ written notice prior to the proposed date of filing of such registration statement. Such notice to Buyer shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable Securities have been sold by Buyer. The holders of the Registrable Securities shall exercise the piggy-back rights provided for herein by giving written notice, within five (5) days of the receipt of the Company’s notice of its intention to file a registration statement. Notwithstanding the foregoing; if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter thereof shall, in its reasonable discretion, impose a limitation on the number of Registrable Securities which may be included in the registration statement because, in such underwriter’s judgment, marketing or other factors make such limitation necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Buyer requested inclusion hereunder as the underwriter shall reasonably permit; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer to sell securities in such registration statement or are not entitled to pro rata inclusion with the Registrable Securities. Buyer (or its transferees) shall be entitled to three piggy-back registrations pursuant to this Section 5.15. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any piggy-back registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the registration statement. The Company (whether in its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) as may withdraw a registration statement subject to piggy-back registration at any underwriter retained time prior to the effectiveness of the registration statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by Purchaser the holders of Registrable Securities in connection with such offering may require, and piggy-back registration as provided that the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaserthis Section 5.15. The cost Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to this Section 5.15, including the reasonable and documented expenses (not to exceed $20,000) of such public offering shall be borne a single legal counsel selected by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller holders to represent them in connection with the offeringsale of the Registrable Securities, but the holders shall pay any and all underwriting commissions or brokerage fees related to the Registrable Securities. The provisions of Company shall use its commercially reasonable efforts to cause any registration statement filed pursuant this Section 9.05 shall not apply 5.15 to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by Purchaserremain effective for as long as any Shares are outstanding."

Piggyback Registration Rights. Purchaser has no obligation Subject to the provisions of Section 5.4, if Forcenergy at any time proposes to register any of its common stock under the Securities Act (other than registrations on Forms S-4 or S-8 or any successor forms thereof or registrations of securities in connection with a Rule 145 transaction), whether of its own accord or at the request of any holder or holders of its securities, it shall at such time promptly after the receipt of a request from holder(s) of its securities or its own decision to initiate a registration (but no later than ten business days) give written notice to the Stockholder of its intention to do so. Upon the written request of the Stockholders delivered to Forcenergy within ten business days after receipt of any such notice, Forcenergy shall use reasonable efforts (subject to the provisions of this Section 5.2) to cause all shares of Stock, which Stockholders shall have so requested registration thereof, to be registered under the Securities Act, all to the extent requisite to permit the sale or other disposition by the Stockholder of such shares of Stock; PROVIDED, HOWEVER, Forcenergy may elect not to file a registration statement pursuant to this Section 5.2 or may withdraw any registration statement filed pursuant to this Section 5.2 at any time prior to the effective date hereof. If the managing underwriter for the offering advises that marketing factors require the inclusion in such registration of some or all of the shares of Purchaser stock Stock sought to be registered by the Stockholders to be limited or that Seller will receive under this Agreement. Provided, however, in the event Purchaser, number of securities to be registered at the insistence of Forcenergy and any time within 24 months after the Closing, contemplates and undertakes a public offering of its shares of Common Stock and the filing of a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to other selling shareholders plus the number of shares that Seller may offer of Stock sought to sell be registered by the Stockholders should be limited due to marketing factors, the number of shares of Stock sought to be registered by the Stockholders and such other selling shareholders shall be reduced pro rata, based on the number of securities sought to be registered by each Stockholder, Forcenergy or such other selling shareholder, to the number recommended by the managing underwriter. In connection with any offering involving an underwriting of shares being issued by Forcenergy, Forcenergy shall not be required to include any of the shares of Stock in such underwriting pursuant to Section 5.2 unless the Stockholder accepts the terms of the underwriting as agreed upon between Forcenergy and the underwriters. The shares of Stock proposed to be registered under any registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided that statement under Section 5.2 hereof shall be offered for sale at the same public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same price as the underwriting agreement to be signed shares of common stock of Forcenergy offered for sale by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of Forcenergy or any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by Purchaserselling shareholder covered thereby."

Piggyback Registration Rights. Purchaser has no obligation to register The Company covenants and agrees with the shares Agent and any other Holders or subsequent Holders of Purchaser stock the Registrable Securities that Seller will receive under this Agreement. Provided, however, in the event Purchaserif, at any time within 24 months after before the ClosingWarrant Expiration Date, contemplates and undertakes the Company proposes to file a new registration statement with respect to the public offering of its shares sale of Common Stock for cash (other than in connection with an offering to the Company's employees, an acquisition, merger or similar transaction, an employee benefit plan, an exchange offer or a dividend reinvestment plan) under the Act in a primary registration on behalf of the Company and/or in a secondary registration on behalf of holders of such securities and the registration form to be used may be used for registration of the Registrable Securities, the Company will give prompt written notice prior to such filing to the Holders of Warrants or Registrable Securities (regardless whether some of the Holders have theretofore availed themselves of the right provided in Section 10(a) of this Agreement) at the addresses appearing on the records of the Company of its intention to file a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions of the offering known to Purchaser. Purchaser shall will use all reasonable its best efforts to have included include in such registration statement all any of the Registrable Securities, subject to clauses (i) and (ii) of this paragraph (b), such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (20) days after notice by the Company. All registrations requested pursuant to this paragraph (b) are referred to herein as "Piggyback Registrations." All Piggyback Registrations pursuant to this paragraph (b) will be made solely at the Company's expense, except for the Holders' Expenses, which respective portion shall be paid by each Holder. If the securities or blue sky laws of any jurisdiction in which the securities are proposed to be offered would require the Holder's payment of greater registration expenses than those otherwise required by this Section 10 and if the Company shall determine, in good faith, that the offering of such securities in such jurisdiction is necessary for the successful consummation of the registered offering, then the Holder shall either agree to pay such Holder's portion of the shares distributed to Seller hereunder, subject, however, to registration expenses required by the securities or blue sky laws of such terms, conditions and limitations (including but not limited to the number jurisdiction or withdraw his request for inclusion of shares that Seller may offer to sell his Registrable Securities in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided that the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by Purchaserregistration."

Piggyback Registration Rights. Purchaser has no obligation to register the shares of Purchaser stock The Company agrees that Seller will receive under this Agreement. Providedif, however, in the event Purchaser, at any time within 24 months after the Closingdate hereof, contemplates and undertakes a public offering of its shares of Common Stock and the Board shall authorize the filing of a registration statement under the Securities Act (other than a registration statement on Form X-0, Xxxx X-0 or any other form that does not include substantially the same information as would be required in a form for the general registration of securities) in connection with the SEC in connection therewithproposed offer of any of its securities by it or any corporation with which it may combine or merge subsequent to the Offering, Purchaser shall the Company shall: (A) promptly notify the Seller Purchaser that such registration statement will be filed and that the Shares purchased pursuant to this Agreement and then held by the Purchaser (hereinafter the “Registrable Securities”) will be included in writing such registration statement at such Purchaser’s request; (B) cause such registration statement to cover all of such Registrable Securities issued to such Purchaser for which such Purchaser requests inclusion; (C) use reasonable best efforts to cause such registration statement to become effective as soon as practicable; and (D) take all other reasonable action necessary under any Federal or state law or regulation of any governmental authority to permit all such Registrable Securities that have been issued to such Purchaser to be sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for such Purchaser to promptly effect the proposed sale or other disposition, but no later than the date that, assuming compliance with all of the proposed offering and requirements of any material terms and conditions of Rule 144 promulgated under the offering known Securities Act, the Purchaser would be entitled to Purchasersell the Registrable Securities pursuant to Rule 144. If the Purchaser shall use all reasonable efforts desires to have included include in such registration statement all or any portion part of the shares distributed Registrable Securities held by him/her/it, he/she/it shall, within twenty (20) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by the Purchaser. If the Purchaser decides not to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to include all of his/her/its Registrable Securities in any registration statement thereafter filed by the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided that the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited toCompany, the execution and delivery of an underwriting agreement Purchaser shall nevertheless continue to have the right to include any Registrable Securities in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, any subsequent registration statement or registration statements as may be requested filed by Purchaserthe Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The cost As used in this Section 9, the term "Shares" refers to the purchased Shares, all securities received in replacement of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller or in connection with the offering. The provisions Shares pursuant to stock dividends or splits, all securities received in replacement of this Section 9.05 shall not apply the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to registration statements filed in connection with employee stock purchase and option programs which Purchaser is entitled by Purchaser or in connection with actual or proposed acquisitions by reason of Purchaser. Seller shall notify Purchaser 's ownership of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by PurchaserShares."

Piggyback Registration Rights. Purchaser has no obligation At any time after the second anniversary of the date of this Agreement and before December 31, 2002, whenever OEI proposes to register any Common Stock for its own account under the Securities Act for an underwritten public offering for cash, other than a registration relating to the offering or issuance of shares in connection with (i) employee compensation or benefit plans or (ii) one or more acquisition transactions under a Registration Statement on Form S-4 or Form S-1 under the Securities Act (or a successor to Form S-4 or Form S-1) (any such offering or issuance being an "EXEMPT OFFERING"), OEI will give each Stockholder written notice of its intent to do so (a "REGISTRATION NOTICE") at least 20 days prior to the filing of the related registration statement with the Commission. Such notice shall specify the approximate date on which OEI proposes to file such registration statement and shall contain a statement that the Stockholders are entitled to participate in such offering and shall set forth the number of shares of Purchaser stock Registrable Common that Seller represents the best estimate of the lead managing underwriter (or if not known, OEI) that will receive under this Agreement. Provided, however, be available for sale by the holders of Registrable Common in the event Purchaserproposed offering. If OEI shall have delivered a Registration Notice, at any time within 24 months after each Stockholder shall be entitled to participate on the Closing, contemplates same terms and undertakes a conditions as OEI in the public offering to which the Registration Notice relates and to offer and sell shares of its Registrable Common therein only to the extent provided in this Section 2. Each Stockholder desiring to participate in such offering shall notify OEI no later than ten days following receipt of the Registration Notice of the aggregate number of shares of Registrable Common that such Stockholder then desires to sell in the public offering. Each Stockholder desiring to participate in the public offering may include shares of Registrable Common in the registration statement relating to such offering, to the extent that the inclusion of such shares shall not reduce the number of shares of Common Stock and the filing of a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided that the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed offered and sold by Purchaser, as may OEI to be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by Purchaser."included

Piggyback Registration Rights. Purchaser has no obligation If Parent shall determine to register proceed with the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, at any time within 24 months after the Closing, contemplates preparation and undertakes a public offering of its shares of Common Stock and the filing of a registration statement under the Securities Act in connection with the SEC in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering offer and sale of any material terms of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), then Parent will give written notice of its determination to Lenders. Upon the written request from a Lender, Parent will, except as herein provided, cause all Commitment Shares and conditions any Conversion Shares of a Lender (or Lender's designees) issued prior to the offering known filing of Parent's registration statement to Purchaser. Purchaser shall use all reasonable efforts to have be included in such registration statement statement, all to the extent requisite to permit the sale or any portion other disposition by a Lender (or Lender's designees) of the Commitment Shares and Conversion Shares to be so registered; PROVIDED, FURTHER, that nothing herein shall prevent Parent from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section VII.15 shall be underwritten in whole or in part, Parent may require that the Commitment Shares and Conversion Shares requested for inclusion pursuant to this Section VII.15 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 of such public offering or Parent, the inclusion of the Commitment Shares or Conversion Shares requested for inclusion pursuant to this Section VII.15 together with any other shares distributed which have similar piggyback registration rights (such shares and the Commitment Shares and Conversion Shares of a Lender (or Lender's designee) being collectively referred to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to as the "REQUESTED STOCK") would reduce the number of shares that Seller of Common Stock to be offered by Parent or interfere with the successful marketing of the shares of Common Stock offered by Parent, the number of shares of Requested Stock otherwise to be included in the registration statement may offer to sell in be reduced pro rata (by number of shares) among the holders thereof requesting such registration statement) as any underwriter retained by Purchaser or excluded in connection with such offering may require, and provided that the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by Purchasertheir entirety."

Piggyback Registration Rights. Purchaser has no obligation to register the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, (i) If at any time within 24 months after prior to the Closingsecond anniversary of the Closing Date, contemplates and undertakes a public offering Purchaser determines to register under the Securities Act any of its common stock (except in connection with securities to be issued solely in connection with any acquisition of any entity or business, shares issuable upon the exercise of Common Stock and stock options or common stock purchase warrants, securities to be registered pursuant to an underwritten offering, shares issuable solely pursuant to employee benefit plans or securities to be registered on any registration form that does not permit secondary sales), it must give all Sellers who are entitled to receive Shares in accordance with Schedule A hereto (all such Sellers, collectively, the "New Stockholders") written notice of such proposed registration (the "Registration Notice") at least thirty (30) days prior to the filing of the registration statement. In the event that within fifteen (15) days after the mailing of the Registration Notice, Purchaser receives written notice (the "Registration Request Notice") from one or more New Stockholders who beneficially own in the aggregate in excess of fifty (50%) percent of all of the Shares issued pursuant to Section 2(a)(ii) above (collectively, the "Acquisition Shares") advising the Purchaser to include on such registration statement fifty (50%) percent or more of the Acquisition Shares (collectively, the "Registrable Securities") then the Purchaser shall prepare and file with the Securities and Exchange Commission (the "SEC"), on one occasion only, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of counsel to Purchaser in order to comply with the SEC in connection therewith, Purchaser shall notify the Seller in writing Section 5 of the proposed offering and of any material terms and conditions of the offering known Securities Act so as to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided that the permit a public offering and sale of the Registrable Securities and any other securities which the Purchaser may choose to include on such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaserregistration statement. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees holders of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of Acquisition Shares not included on an effective registration statement which includes Registrable Securities shall automatically no longer have any registration rights whatsoever under this Section 9.05 2(d). Purchaser shall have the right at any time after it shall have given the Registration Notice (regardless of whether it shall have received a Registration Request Notice) not apply to file any proposed registration statements filed statement, or to withdraw same after filing but prior to effectiveness, in connection with employee stock purchase which event all of the New Stockholders shall continue to have registration rights under, and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice subject to the Seller by Purchaserprovisions of, this Section 2(d)."

Piggyback Registration Rights. Purchaser has no obligation Subject to Section 3 above, if the Company at any time proposes for any reason to register any of its Common Stock (either for its own account or for the account of other security holders) under the Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act (or any successor forms thereto)) and the shares of Purchaser stock that Seller will receive under Common Stock issuable upon exercise of this Agreement. ProvidedWarrant are not already subject to an existing registration statement, the Company shall give written notice to the Holder of its intention to so register shares of Common Stock at least ten days (10) days before the initial filing of the registration statement related thereto and, upon the request, delivered to the Company within three (3) days after delivery of any such notice by the Company, of the Holder to include in such registration any shares of Common Stock issuable upon exercise of this Warrant (which request shall specify the number of shares of Common Stock proposed to be included in such registration), the Company shall use reasonable efforts to cause all such shares of Common Stock to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; provided, however, that if the managing underwriter, placement agent or the Company, determines that the inclusion of all such shares of Common Stock requested to be included in such registration would interfere with the successful marketing (including pricing) of the shares of Common Stock proposed to be registered by the Company, then the number of shares of Common Stock proposed to be included in such registration shall be reduced in the event Purchasersole discretion of the underwriters, placement agent or the Company, as the case may be. Notwithstanding the foregoing, if, at any time within 24 months after the Closing, contemplates and undertakes a public offering giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon (i) in the case of a determination not to register, shall be relieved of its obligation to register any shares of Common Stock issuable upon exercise of this Warrant and (ii) in the filing case of a registration statement with determination to delay registering, shall be permitted to delay registering any shares of Common Stock issuable upon exercise of this Warrant, for the SEC same period as the delay in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided that the public offering and sale of registering such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by PurchaserCommon Stock."

Piggyback Registration Rights. Purchaser has no If at any time on or after one year from the Effective Time, TechTeam proposes, other than pursuant to its obligation under Section 11.1, to register any TechTeam Stock under the shares Securities Act on a form which would permit registration of Purchaser stock that Seller the Merger Consideration or the Contingent Shares for sale to the general public, TechTeam shall each such time give written notice to the Shareholder of its intention to do so, describing the securities to be registered and specifying the form and manner and other relevant facts involved in such proposed registration. Upon the written request of the Shareholder within 20 days after the giving of any such notice (which request shall specify the TechTeam Stock intended to be disposed of by Shareholder), TechTeam will receive use its best efforts as a part of its filing of such form to effect the registration under this Agreement. Providedthe Securities Act of all Merger Consideration or Contingent Shares which TechTeam has been so requested to register by the Shareholder; provided, however, that in the event Purchaser, at TechTeam proposes to register any time within 24 months after the Closing, contemplates and undertakes a public offering of its shares of Common Stock and securities for the filing of a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering and account of any material terms and conditions holder of its securities other than the offering known Shareholder, Shareholder may not request TechTeam to Purchaser. Purchaser shall use all reasonable efforts to have included in such effect the registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to more than the number of shares of TechTeam Stock held by Shareholder which bears the same ratio to the total number of Merger Consideration or Contingent Shares held by Shareholder as the number of shares of securities that Seller may offer TechTeam proposes to sell register for the account of all other selling shareholders in that registration statement bears to the total number of shares of securities held by all of the other selling shareholders. TechTeam shall not be required to honor any such request if, in the opinion of counsel to TechTeam, registration under the Securities Act is not required for the transfer of the TechTeam Stock in the manner proposed by Shareholder or that the registration is for a limited purpose or through a limited process such that, without the Shareholder's shares, the regulatory oversight or registration process would be more limited. If any such registration statement) as any relates to a firmly underwritten offering of TechTeam Stock for the account of TechTeam, and if the manager or underwriter retained by Purchaser in connection with of such offering may requireadvises TechTeam in writing that, and provided that the public offering and sale in its opinion, inclusion of TechTeam Stock held by Shareholder would adversely affect any such offering, then such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all shall, to such action and execute all extent, be excluded from such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by Purchaserregistration."

Piggyback Registration Rights. Purchaser has no obligation At any time following the date hereof, whenever the Company proposes to register any Stock for its own or other's account under the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, at any time within 24 months after the Closing, contemplates and undertakes 1933 Act for a public offering offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by the Company and (ii) registrations relating to employee benefit plans, the Company shall give the Undersigned prompt written notice of its shares of Common Stock and intent to do so. Upon the filing of a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing written request of the proposed offering and Undersigned given within 15 calendar days after receipt of any material terms and conditions such notice, notwithstanding the provisions of Section 1 (except as specified below with respect to an IPO), the offering known Company shall cause to Purchaser. Purchaser shall use all reasonable efforts to have be included in such registration statement all of the Stock held or owned by the Undersigned (including any stock issued as or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by the Company as a stock split, dividend or other distribution with respect to, or in exchange for, or in replacement of such Stock) which the Undersigned requests, other than shares of Stock which may then be immediately sold under Rule 144(k) (or any portion similar or successor provision) promulgated under the 1933 Act, and other than shares of Stock that have been theretofore sold by the Undersigned in accordance with the 1933 Act. In addition, if the Company is advised in writing in good faith by any managing underwriter of an underwritten offering of the shares distributed securities being offered pursuant to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to any registration statement under this Section 3.1 that the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained be sold by Purchaser in connection with such offering may require, and provided that persons other than the public offering and sale Company is greater than the number of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited towhich can be offered without adversely affecting the success of the offering, the execution Company may reduce pro rata (among the Undersigned and delivery all other selling security holders in the offering) the number of an underwriting agreement in form and substance in all material respects shares offered for the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost accounts of such public offering shall be borne persons (based upon the number of shares held by Purchasersuch person) to a number deemed satisfactory by such managing underwriter. If the Undersigned disapproves of the terms of the underwriting, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained Undersigned may elect to withdraw therefrom by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by PurchaserCompany and the managing underwriter. The Undersigned's shares of Stock so withdrawn shall also be withdrawn from registration."

Piggyback Registration Rights. Purchaser has no obligation At any time after the second anniversary of the date of this Agreement and before December 31, 2010, whenever TMI proposes to register any Common Stock for its own account (or for the account of a holder or holders of shares of Purchaser stock that Seller will receive Common Stock) under this Agreement. Provided, however, in the event Purchaser, at any time within 24 months after the Closing, contemplates and undertakes Securities Act for a public offering for cash, other than a registration relating to the offering or issuance of shares in connection with (i) employee compensation or benefit plans or (ii) one or more acquisition transactions under a Registration Statement on Form S-4 under the Securities Act (or a successor to Form S-4) (any such offering or issuance being an "Exempt Offering"), TMI will give each Stockholder written notice of its intent to do so (a "Registration Notice") at least 30 days prior to the filing of the related registration statement with the Commission. Such notice shall specify the approximate date on which TMI proposes to file such registration statement and shall contain a statement that the Stockholders are entitled to participate in such offering and shall set forth the number of shares of Registrable Common that represents the best estimate of the lead managing underwriter (or if not known or applicable, TMI) that will be available for sale by the holders of Registrable Common in the proposed offering. Each Stockholder shall be entitled to participate on the same terms and conditions as TMI in the public offering to which the Registration Notice relates and to offer and sell shares of Registrable Common therein only to the extent provided in this Section 2. Each Stockholder desiring to participate in such offering shall notify TMI no later than 20 days following receipt of the Registration Notice of the aggregate number of shares of Registrable Common that such Stockholder then desires to sell in the offering. Each Stockholder desiring to participate in such public offering may include shares of Registrable Common in the registration statement relating to the offering, to the extent that the inclusion of such shares shall not reduce the number of shares of Common Stock to be offered and sold by TMI to be included therein. If the lead managing underwriter selected by TMI for a public offering determines and notifies TMI in writing that, in view of marketing factors, the inclusion of all shares of Registrable Common requested to be included in the offering would adversely affect the offering and therefore require a limitation on the number of shares of Registrable Common to be offered and sold in such offering, there shall be included in the offering only that number of shares of Registrable Common, if any, that such lead managing underwriter reasonably and in good faith believes will not jeopardize the success of the offering, in which case (i) the number of shares of Registrable Common to be offered and sold by holders desiring to participate in the offering, shall be allocated among such holders on a PRO RATA basis based on their holdings of Registrable Common assuming full exercise of all then outstanding Warrants, and (ii) if the registration statement relating to the offering has been filed by the Company in response to a demand for registration by a holder or holders of Common Stock (whether pursuant to this Agreement or any other agreement), then the holder or holders of Common Stock so demanding registration shall be entitled to priority over the holders of Registrable Common exercising their registration rights pursuant to this Section 2, and the filing number of a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing shares of the proposed offering and of any material terms and conditions of the offering known Registrable Common requested to Purchaser. Purchaser shall use all reasonable efforts to have be included in such registration statement all pursuant to this Section 2 shall be reduced or eliminated before any portion such other holder of Common Stock demanding registration shall be required to exclude any shares from such registration. TMI shall also have the shares distributed right at any time to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to reduce the number of shares that Seller may offer requested by any Stockholder to sell be included in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided to the extent that the public offering and sale TMI reasonably concludes that inclusion of such shares is not restricted by likely to jeopardize the non-recognition status under the Code of any legend or other condition imposed by acquisition transaction consummated pursuant to any state securities commissioner. Seller shall take all of the Acquisition Agreements; PROVIDED, HOWEVER, that any determination to exclude shares from any such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement registration pursuant to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering this provision shall be borne by Purchaser, except that Seller shall pay based on written advice of tax counsel to TMI or its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by Purchaserindependent accountants."

Piggyback Registration Rights. Purchaser has no obligation to register the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, at At any time within 24 months following one year ----------------------------- after the Closing, contemplates and undertakes a closing date of HDS' initial public offering of HDS Stock ("Closing Date"), whenever HDS proposes to register any HDS Stock for its own or others' account under the 1933 Act for a public offering, other than (i) registrations of shares to be used as consideration for acquisitions of Common Stock additional businesses by HDS and the filing of a registration statement with the SEC in connection therewith(ii) registrations relating to employee benefit plans, Purchaser HDS shall notify the Seller in writing give each of the proposed offering and Stockholders prompt written notice of its intent to do so. Upon the written request of any material terms and conditions of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided that the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing Stockholders given within thirty (30) days after receipt of such notice, HDS shall cause to be included in such registration all of the aforesaid written notice HDS Stock issued to the Seller Stockholder prior to the Closing Date which any such Stockholder requests. In addition, if HDS is advised in writing in good faith by Purchaserany managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 1 that the number of shares to be sold by persons other than HDS is greater than the number of such shares which can be offered without adversely affecting the offering, HDS may reduce the number of shares offered for the accounts of such persons to a number deemed satisfactory by such managing underwriter; provided that such reduction shall be made first by reducing the number of shares to be sold by persons other than HDS, the Stockholders, the stockholders of the Founding Companies (the "Founding Stockholders"), and any person or persons who have required such registration pursuant to "demand" registration rights granted by HDS; thereafter, if a further reduction is required, it shall be made first by reducing the number of shares to be sold by the Stockholders and the Founding Stockholders, with such further reduction being made so that to the extent any shares can be sold by Stockholders and the Founding Stockholders, each such stockholder will be permitted to sell a number of shares proportionate to the number of shares of HDS Stock owned by such stockholder immediately after the Closing Date, provided that if any stockholder does not wish to sell all shares such stockholder is permitted to sell, the opportunity to sell additional shares shall be reallocated in the same manner to those Stockholders and the Founding Stockholders who wish to sell more shares until no more shares can be sold by such stockholders."

Piggyback Registration Rights. Purchaser has no obligation to register the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, at At any time within 24 months after the Initial Closing, contemplates if the Company shall determine to proceed with the actual preparation and undertakes a public offering of its shares of Common Stock and the filing of a new registration statement under the 1933 Act in connection with the SEC in connection therewithproposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, Purchaser shall notify X-0 or other limited purpose form), the Seller in writing Company will give written notice of its determination to all record holders of the proposed offering and Shares. Upon the written request from any Holders (the “Requesting Holders”), within 15 days after receipt of any material terms and conditions such notice from the Company, the Company will, except as herein provided, cause all of the offering known Shares covered by such request (the “Requested Stock”) held by the Requesting Holders to Purchaser. Purchaser shall use all reasonable efforts to have be included in such registration statement statement, all to the extent requisite to permit the sale or any portion other disposition by the prospective seller or sellers of the shares distributed Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to Seller hereunderthis Section 4.2 shall be underwritten in whole or in part, subjectthe Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, howeverthe Requesting Holders shall, to if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Shares not being sold. If in the good faith judgment of the managing underwriter of such terms, conditions and limitations (including but not limited to public offering the inclusion of all of the Requested Stock would reduce the number of shares that Seller may offer to sell be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in such registration statement) as any underwriter retained by Purchaser in connection with such the underwritten public offering may requirebe reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, and provided that those shares of Requested Stock which are thus excluded from the underwritten public offering and sale any other securities of the Company held by such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering Holders shall be borne withheld from the market by Purchaserthe Holders thereof for a period, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and not to exceed 90 days, which the costs and fees of any attorneys, accountants and other persons retained by Seller managing underwriter reasonably determines is necessary in connection with order to effect the underwritten public offering. The provisions obligation of the Company under this Section 9.05 4.2 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice earlier of (a) the date that all of the Shares have been sold pursuant to the Seller by PurchaserRule or an effective registration statement, or (b) such time as the Shares are eligible for immediate resale pursuant to Rule 144(k)."

Piggyback Registration Rights. Purchaser has no obligation At any time after the first anniversary of the date of this Agreement and before the third anniversary of the date of this Agreement; PROVIDED, HOWEVER, that the Registrable Common is not subject to the Lock-up Agreement, whenever the Company proposes to register any Common Stock for its own account under the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, at any time within 24 months after the Closing, contemplates and undertakes Securities Act for a public offering for cash, other than a registration relating to the offering or issuance of shares in connection with (i) employee compensation or benefit plans or (ii) one or more acquisition transactions under a Registration Statement on Form S-4 or Form S-1 under the Securities Act (or a successor to Form S-4 or Form S-1) (any such offering or issuance being an "EXEMPT OFFERING"), the Company will give each Stockholder written notice of its intent to do so (a "REGISTRATION NOTICE") at least 15 days prior to the filing of the related registration statement with the Commission. Such notice shall specify the approximate date on which the Company proposes to file such registration statement and shall contain a statement that the Stockholders are entitled to participate in such offering and shall set forth the number of shares of Registrable Common that represents the best estimate of the lead managing underwriter (or if not known or applicable, the Company) that will be available for sale by the holders of Registrable Common in the proposed offering. If the Company shall have delivered a Registration Notice, each Stockholder shall be entitled to participate on the same terms and conditions as the Company in the public offering to which the Registration Notice relates and to offer and sell shares of Registrable Common therein only to the extent provided in this Section 2. Each Stockholder desiring to participate in such offering shall notify the Company no later than ten days following receipt of the Registration Notice of the aggregate number of shares of Registrable Common that such Stockholder then desires to sell in the offering. Each Stockholder desiring to participate in such public offering may include shares of Registrable Common in the registration statement relating to the offering, to the extent that the inclusion of such shares shall not reduce the number of shares of Common Stock to be offered and sold by the filing Company to be included therein. If the lead managing underwriter selected by the Company for a public offering (or, if the offering is not underwritten, a financial advisor to the Company) determines that marketing factors require a limitation on the number of a registration statement with shares of Registrable Common to be offered and sold in such offering, there shall be included in the SEC offering only that number of shares of Registrable Common, if any, requested to be included in connection therewiththe offering that such lead managing underwriter or financial advisor, Purchaser shall notify as the Seller case may be, reasonably and in writing good faith believes will not jeopardize the success of the proposed offering offering, PROVIDED, HOWEVER, that if the lead managing underwriter or financial advisor, as the case may be, determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold as aforesaid and so notifies the Company in writing, the number of shares of Registrable Common to be offered and sold by holders desiring to participate in the offering, shall be allocated among such holders on a PRO RATA basis based on their holdings of Registrable Common. The Company shall have the right at any material terms and conditions time to reduce the number of the offering known shares requested by any Stockholder to Purchaser. Purchaser shall use all reasonable efforts to have be included in such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided extent that the public offering and sale Company reasonably concludes that inclusion of such shares is not restricted by likely to jeopardize the non-recognition status under the Code of any legend or other condition imposed by acquisition transaction consummated pursuant to any state securities commissioner. Seller shall take all of the Acquisition Agreements; PROVIDED, HOWEVER, that any determination to exclude shares from any such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement registration pursuant to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering this provision shall be borne by Purchaser, except that Seller shall pay its proportionate share based on advice of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice tax counsel to the Seller by PurchaserCompany or its independent accountants."

Piggyback Registration Rights. Purchaser has no obligation to register the shares of Purchaser stock Stock that Seller will receive under this Agreementhereunder. Provided, however, in the event Purchaser, at any time within 24 months after the Closing, contemplates and undertakes a public offering of its shares of Common Stock common stock and the filing of a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided that the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 9.5 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by Purchaser."

Piggyback Registration Rights. Purchaser has no obligation to register the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event PurchaserIf, at any time within 24 months and from time to time from and after the Closingdate hereof the Company proposes to file a Registration Statement under the Securities Act, contemplates and undertakes a public with respect to any offering of any of its shares securities, whether for the Company's own account or for the account of Common Stock and selling security holders (other than a Registration Statement (x) with regard to acquisitions of employee stock options, employee purchase plans or other employee benefit plans on Form S-8 or any successor form thereto or (y) on Form S-4 or any successor form thereto), the Company shall advise the Holders by written notice at least 60 days prior to the filing of such Registration Statement and will, upon the request of any Holder, use its best efforts to cause the number of Registrable Securities then held by such Holder and referred to in such request to be included in such Registration Statement (a registration statement with "Piggyback Registration"); provided, however, that in the SEC in connection therewith, Purchaser event that the offering pursuant to such Registration Statement shall notify be underwritten and the Seller managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration pursuant to a Piggyback Registration exceeds the number of securities that can be sold in the offering without adversely affecting the offering price or the marketing of the Company's securities, the Company may first include in such registration all securities the Company proposes to sell, and the Holders shall accept a reduction (pro rata with any other holders of the Company's equity securities entitled to register such securities on such Registration Statement whose registration rights are not subordinate to the registration rights of the Holders as set forth in this Agreement), on the basis of the proportion that the market value (based upon the proposed offering price of such securities or the mid-point of the range of the proposed offering and prices, if any, of any material terms and conditions such securities) (the "Market Value") of each security holder's aggregate securities requested to be registered bears to the Market Value of the offering known aggregate amount of all equity securities (other than those to Purchaser. Purchaser shall use all reasonable efforts be sold for the Company's account) as to have which registration is sought) in the number of securities to be included in such registration statement all or any portion of the shares distributed to Seller hereunderregistration, subjectwhich reduction may, if necessary, be total; provided, however, to that as among all Holders, any such terms, conditions and limitations (including but not limited to reduction shall be made pro rata among those Holders requesting the registration of their Registrable Securities based on the total number of shares that Seller may offer to sell in such registration statement) as any underwriter retained Registrable Securities so requested by Purchaser in connection with such offering may require, and provided that the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement Holders to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and registered notwithstanding the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The foregoing provisions of this Section 9.05 2.1 The Company hereby agrees that if a reduction in the total amount of securities to be included in a Piggyback Registration is necessary, the Company must treat the Holders more favorably than any other director, officer or controlling stockholder of the Company seeking rights under a Piggyback Registration. The Company shall not apply to registration statements filed in keep any Registration Statement contemplated by this Section 2.1 current for a period of nine months from the effective date of such Registration Statement or until such earlier date as all of each Holder's registered Registrable Securities have been sold. In connection with employee stock purchase any such Registration Statement, each Holder whose Registrable Securities are included in such Registration Statement will execute and option programs deliver such customary underwriting documents as are reasonably requested by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice managing underwriter as a condition to the Seller by Purchaserinclusion of the such Holder's Registrable Securities in such Registration Statement."

Piggyback Registration Rights. Purchaser has no obligation to register Each time the shares Company shall propose ----------------------------- the registration under the Securities Act of Purchaser stock that Seller will receive under this Agreement. Provided, however, in 1933 (the event Purchaser, at any time within 24 months after the Closing, contemplates and undertakes a public offering "Act") of its shares common stock, the Company shall give written notice of Common Stock and such proposed registration to the filing of a Holder. The Company shall include in any such registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing all of the proposed offering and share of any material terms and conditions common stock held by the Holder as a result of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided that the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions exercise of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing Warrant ("Registrable Shares") if Holder, within thirty (30) days after mailing of such notice, shall request inclusion. The foregoing notwithstanding, if the aforesaid written notice underwriter for the Company determines that marketing factors require a limitation in the number of shares of common stock to be underwritten, the underwriter may exclude, in whole or in part, the Registrable Shares requested to be registered. The Company shall so advise the Holder of any such cutback. All registration expenses incurred in connection with any registration, qualification or compliance pursuant to this Section, including all expenses incurred in connection with the preparation and filing of any registration or qualification statement, all registration, qualification or other filing fees, printing costs, escrow fees, fees and disbursement of Company's counsel, loose guide fees and audit and accounting expenses incidental to such registration, qualification or compliance shall be borne by the Company. All underwriting discounts or selling commissions relating to the Seller Registrable Shares registered by Purchaserthe Holder shall be borne by the Holder. THIS WARRANT IS NOT TRANSFERRABLE AND HAS BEEN EXECUTED AND DELIVERED PURSUANT TO EXEMPTIONS PROVIDED BY SECTION 4 (2) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND RULES AND REGULATIONS PROMULGATED THEREUNDER AND EXEMPTIONS FROM REGISTRATION PROVIDED UNDER STATE LAWS. THE HOLDER OF THE WARRANT MAY NOT SELL, ASSIGN, DONATE OR TRANSFER TO ANY PERSON ANY COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT UNLESS THE HOLDER FIRST OBTAINS AN OPINION LETTER FROM LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, THE RULES AND REGULATIONS PROMULGATED THEREUNDER, OR ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS THIS WARRANT HAS BEEN REGISTERED IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, ANY APPLICABLE STATE SECURITIES LAWS."

Piggyback Registration Rights. Purchaser has no obligation to register 7.1 If the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, Company at any time within 24 months after proposes to register under the Closing, contemplates and undertakes a public offering of its shares of Securities Act any Common Stock or any security convertible into or exchangeable or exercisable for Common Stock, whether or not for sale for its own account, on a form and in a manner which would permit registration of the filing of Common Stock held by a registration statement with Stockholder for sale to the SEC in connection therewithpublic under the Securities Act (other than pursuant to Form S-4 or Form S-8 or successor or similar forms), Purchaser the Company shall notify the Seller in writing give written notice of the proposed offering and of any material terms and conditions of the offering known registration to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but each Stockholder not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided that the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within later than thirty (30) days after prior to the aforesaid filing thereof. Each Stockholder shall have the right to request that all or any part of his or its Registrable Common Stock be included in such registration. Any such registration that the Company proposes for its own account shall be referred to as a "PRIMARY REGISTRATION" and any such registration that the Company proposes that is not for its own account shall be referred to as a "SECONDARY REGISTRATION." Each Stockholder can make such a request by giving written notice to the Seller Company within ten (10) Business Days after the giving of such notice by Purchaserthe Company (any Stockholder giving the Company a notice requesting that the Registrable Common Stock owned by it be included in such proposed registration being hereinafter referred to in this SECTION 7 as a "REGISTERING STOCKHOLDER"); PROVIDED, HOWEVER, that if the Company or the managing underwriters of such offering determine that the aggregate amount of securities of the Company which the Company, all Registering Stockholders and all other Stockholders of the Company entitled to register securities in connection with any offering ("OTHER REGISTERING HOLDERS") propose to include in such registration statement exceeds the maximum amount of securities that may be sold without having a material adverse effect on the success of the offering, including without limitation the selling price and other terms of such offering, the Company will include in such registration, first, the securities which the Company proposes to sell in a Primary Registration, second, the Registrable Common Stock of such Registering Stockholders who are Apollo Stockholders, and third, the Registrable Common Stock to be sold for the account of Other Registering Holders (including the IMC Stockholders) and shares to be registered for the account of the Company in a Secondary Registration, pro rata among all such Registering Stockholders and such Other Registering Holders, taken together, on the basis of the relative percentage of Registrable Common Stock owned by all such Registering Stockholders and such Other Registering Holders who have requested that securities owned by them be so included. Registrable Common Stock proposed to be registered and sold pursuant to an underwritten offering for the account of any Registering Stockholder shall be sold to the prospective underwriters selected or approved by the Company and on the terms and subject to the conditions of one or more underwriting agreements negotiated between the Company and the prospective underwriters. Any Registering Stockholder who holds Registrable Common Stock being registered in any offering shall have the right to receive a copy of the form of underwriting agreement and shall have an opportunity to hold discussions with the lead underwriter of the terms of such underwriting agreement. The Company may withdraw any registration statement at any time before it becomes effective, or postpone or terminate the offering of securities, without obligation or liability to any Registering Stockholder. If, prior to the Exit Event, the IMC Stockholders are entitled to register Registrable Common Stock pursuant to this SECTION 7, with respect to any IMC Stockholder who properly requests that all or any part of its Registrable Common Stock be included in such registration, the Apollo Investors shall deliver, promptly (and in any event within such time as is necessary to permit shares of IMC Common Stock to be disposed of to the underwriters in connection with such offering), a written notice to the Escrow Agent instructing the Escrow Agent to release such number of shares of IMC Common Stock as are entitled to be registered and sold under this SECTION 7 upon effectiveness of the applicable Registration Statement; provided that such notice shall state, and the IMC Stockholders hereby agree, that the Securities Proceeds from the sale of any such IMC Common Stock shall be remitted directly to the Escrow Agent to be held in accordance with the terms of the Escrow Agreement."

Piggyback Registration Rights. Purchaser has no obligation Whenever Company proposes to register any Common Stock for Company's own or others' account under the shares Securities Act of Purchaser stock that Seller will receive under this Agreement. Provided1933, howeveras amended, in the event Purchaser, at any time within 24 months after the Closing, contemplates and undertakes for a public offering of its shares of Common Stock and the filing of for cash, other than a registration statement with relating to employee or consultant benefit plans, Company shall give Optionee each prompt written notice of Company's intent to do so. Upon the SEC in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided that the public offering and sale written request of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing Option holder given within thirty (30) days after receipt of such notice, Company will use Company's best efforts to cause to be included in such registration all of the aforesaid written notice remaining Shares subject to the Seller Option, and that may become subject to the Option as additional Options as provided immediately above, (all such Shares being called "Registrable Securities") that such holder requests to be registered. If Company is advised in writing in good faith by Purchaser."any managing underwriter of the securities being offered pursuant to any registration statement that the number of shares to be sold pursuant to such registration statement is greater than the number of such shares that can be offered without adversely affecting the offering, then Company shall reduce pro rata the number of shares offered for the accounts of holders of Options under the Plan (based upon the number of shares proposed to be sold pursuant to such registration statement by each such holder) to a number deemed satisfactory by such managing underwriter. In the event of such a limitation, shares of persons not having registration rights will not be included in the registration unless all Registrable Securities requested to be included in the registration have been included. Optionee shall cooperate in supplying information if so requested as part of such registration. DATE OF GRANT: _____________________ Samaritan Pharmaceuticals, Inc. By: ------------------------------------------------- --------------------------------- CEO, Chairman of the Board OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION, THE COMPANY'S PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the Plan, represents that Optionee is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of this Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or of the Committee upon any questions arising under the Plan. Dated: -------------------- Optionee Consent of Spouse The undersigned spouse of the Optionee to the foregoing Stock Option Agreement acknowledges on his or her own behalf that: I have read the foregoing Stock Option Agreement and I know its contents. I hereby consent to and approve of the provisions of the Stock Option Agreement, and agree that the Shares issued upon exercise of the options covered thereby and my interest in them are subject to the provisions of the Stock Option Agreement and that I will take no action at any time to hinder operation of the Stock Option Agreement on those Shares or my interest in them. ___________________ Signature of Spouse ____________________ Address

Piggyback Registration Rights. Purchaser has no obligation to register If the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, Company at any time proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or S-8 or another form not available for registering the Common Stock and shares (if any) issuable under the warrants (the "Registrable Securities") for sale to the public), each such time it will give written notice to Investors of its intention so to do. Upon the written request of any Investor received by the Company within 24 months 10 days after the Closinggiving of any such notice by the Company, contemplates and undertakes a to register such number of Registrable Securities held by such Investor specified in such written request, the Company will cause the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by such Investor (in accordance with its written request) of such Registrable Securities so registered. In the event that any registration pursuant to this Section 6.15 shall be, in whole or in part, an underwritten public offering of its shares Common Stock, the number of Registrable Securities to be included in such an underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. In the event such a reduction is necessary, the reduction shall be borne first by holders of Common Stock who are not Investors, and if a further reduction is necessary in the judgment of the managing underwriter, then, all Investors proposing to sell Registrable Securities and holders of warrants issued in conjunction with the issuance of the Series A Redeemable Common Stock and the filing of a registration statement with the SEC Series B Redeemable Preferred Stock in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of bear the shares distributed to Seller hereunderreduction on a pro-rata basis, subject, however, to such terms, conditions and limitations (including but not limited to based on the number of shares that Seller Registrable Securities each Investor proposed to offer for sale in the Offering, or an Investor holding a majority of the Registrable Securities may offer elect to sell in withdraw from such registration statement) all Registrable Securities held by Investors as any underwriter retained by Purchaser in connection with such offering may require, and provided that to which registration was requested. Notwithstanding the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited toforegoing provisions, the execution Company may for any reason and delivery without the consent of an underwriting agreement Investors withdraw any registration statement referred to in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply 6.15 without thereby incurring any liability to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by Purchaserany Investor."

Piggyback Registration Rights. Purchaser has no obligation If the Company shall determine to register the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, at for sale for cash any time within 24 months after the Closing, contemplates and undertakes a public offering of its shares securities, for its own account or for the account of Common Stock and others (other than the filing of Consultant), other than (i) a registration statement with relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the SEC extent the securities owned or to be owned by such consultants could be registered on Form S-8) (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection therewithwith a merger, Purchaser acquisition, divestiture, reorganization or similar event, or (iii) in connection with any offering involving an underwriting of securities to be issued by the Company, the managing underwriter shall notify prohibit the Seller in writing inclusion of the proposed offering and of any material terms and conditions of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have included securities by selling holders in such registration statement or shall impose a limitation on the number of securities 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 with respect to all or securities whose holders have a contractual, incidental (piggyback) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all securities sought to be included therein by (A) any holder thereof not having any such contractual, incidental registration rights, and (B) any holder thereof having contractual, incidental registration rights subordinate and junior to the Consultant’s Registrable Securities, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Consultant’s Registrable Securities with respect to which such holder has requested inclusion hereunder. The Company shall promptly give to the Consultant written notice thereof (and in no event shall such notice be given less than ten (10) calendar days prior to the filing of such registration statement), and shall include as a Piggyback Registration all of the shares distributed specified in a written request delivered by the Consultant thereof within five (5) calendar days after receipt of such written notice from the Company. However, the Company may, without the consent of the Consultant, withdraw such registration statement prior to Seller hereunderit becoming effective if the Company or such other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereby. For the avoidance of doubt, subject, however, to such terms, conditions and limitations (including but not limited all shares issuable to the number of shares that Seller may offer Consultant as per this agreement will be registered in the S-1 statement filed by the Company’s prior to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided that the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by PurchaserInitial Public Offering on primary exchange."

Piggyback Registration Rights. Purchaser has no obligation The Company shall afford each Holder of Registrable Securities the opportunity to register the shares include such Registrable Securities in any registration statement filed for purposes of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, at any time within 24 months after the Closing, contemplates and undertakes a public offering of its shares securities of Common Stock the Company of the same class as the Registrable Securities or which are convertible into or exercisable for such class of securities (including, without limitation a public offering made on a continuous basis pursuant to Rule 415) (other than registration statements for which the Company has contractually agreed not to grant such rights and the filing of other than a registration statement with the SEC in connection therewithon Form S-4 or Form S-8, Purchaser shall notify the Seller in writing of or any successor or other forms promulgated for similar purposes); provided that if the proposed offering and registration does not proceed, the Company shall give written notice thereof to each Holder of any material terms and conditions of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have included Registrable Securities that requested inclusion in such registration statement all or and thereupon, the Company shall be relieved of its obligation to register any portion Registrable Securities in such registration. If, in the written opinion of the shares distributed managing underwriter of any such offering in the case of an underwritten offering, the total amount of securities to Seller hereunderbe so registered including such Registrable Securities, subject, however, to such terms, conditions and limitations will exceed the maximum amount of the Company's securities which can be marketed without adversely affecting the offering (including but not limited the price as which such securities can be sold), then the Company shall be entitled to reduce the number of shares that Seller may offer of Registrable Securities to sell be included in such offering to zero. Any such reduction shall be allocated among all such Holders and other holders of piggyback registration rights in proportion (as nearly as practicable) to the amount of registrable securities owned by each holder at the time of filing the registration statement. Each Holder desiring to include the Registrable Securities held by it in any such registration statement shall notify the Company in writing within 15 days after receipt of notice from the Company of its intent to file such a registration statement. If a Holder decides not to include all of the Registrable Securities held by it in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements (other than registration statements for which the Company has contractually agreed not to grant such rights) as any underwriter retained by Purchaser in connection with such offering may require, and provided that the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested filed by Purchaser. The cost the Company with respect to offerings of such its securities (including, without limitation a public offering shall be borne by Purchasermade on a continuous basis pursuant to Rule 415), except that Seller shall pay its proportionate share of underwriters' commissions all upon the terms and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offeringconditions set forth herein. The provisions of No registration effected under this Section 9.05 2(b) shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser relieve the Company of its election obligation to exercise its rights herein specified in writing within thirty (30effect any Demand Registration under Section 2(a) days after the aforesaid written notice to the Seller by Purchaserhereof."

Piggyback Registration Rights. Purchaser has no obligation Subject to the provisions of Section 5.4, if Forcenergy at any time proposes to register any of its common stock under the securities Act (other than registrations on Forms S-4 or S-8 or any successor forms thereof or registrations of securities in connection with a Rule 145 transaction), whether of its own accord or at the request of any holder or holders of its securities, it shall at such time promptly after the receipt of a request from holder(s) of its securities or its own decision to initiate a registration (but no later than ten business days) give written notice to the Stockholder of its intention to do so. Upon the written request of the Stockholders delivered to Forcenergy within ten business days after receipt of any such notice, Forcenergy shall use reasonable efforts (subject to the provisions of this Section 5.2) to cause all shares of Stock, which Stockholders shall have so requested registration thereof, to be registered under the Securities Act, all to the extent requisite to permit the sale or other disposition by the Stockholder of such shares of Stock; PROVIDED, HOWEVER, Forcenergy may elect not to file a registration statement pursuant to this Section 5.2 or may withdraw any registration statement filed pursuant to this Section 5.2 at any time prior to the effective date hereof. If the managing underwriter for the offering advises that marketing factors require the inclusion in such registration of some or all of the shares of Purchaser stock Stock sought to be registered by the Stockholders to be limited or that Seller will receive under this Agreement. Provided, however, in the event Purchaser, number of securities to be registered at the insistence of Forcenergy and any time within 24 months after the Closing, contemplates and undertakes a public offering of its shares of Common Stock and the filing of a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to other selling shareholders plus the number of shares that Seller may offer of Stock sought to sell be registered by the Stockholders should be limited due to marketing factors, the number of shares of Stock sought to be registered by the Stockholders and such other selling shareholders shall be reduced pro rata, based on the number of securities sought to be registered by each Stockholder, Forcenergy or such other selling shareholder, to the number recommended by the managing underwriter. In connection with any offering involving an underwriting of shares being issued by Forcenergy, Forcenergy shall not be required to include any of the shares of Stock in such underwriting pursuant to Section 5.2 unless the Stockholder accepts the terms of the underwriting as agreed upon between Forcenergy and the underwriters. The shares of Stock proposed to be registered under any registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided that statement under Section 5.2 hereof shall be offered for sale at the same public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same price as the underwriting agreement to be signed shares of common stock of Forcenergy offered for sale by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of Forcenergy or any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by Purchaserselling shareholder covered thereby."

Piggyback Registration Rights. Purchaser has no obligation If the Issuer proposes to register any Common Stock for its own account under the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, Securities Act for a public offering for cash at any time within 24 months after the Closing, contemplates and undertakes a underwritten initial public offering of the Common Stock of the Issuer and before March 31, 1999, other than an Exempt Offering, the Issuer will give each Noteholder written notice of its intent to do so (a "Registration Notice") at least 20 days prior to the filing of the related registration statement with the Commission. Such notice shall specify the approximate date on which the Issuer proposes to file such registration statement and shall contain a statement that the Noteholders are entitled to participate in such offering and shall set forth the number of shares of Registrable Common that represents the best estimate of the lead managing underwriter (or if not known or applicable, the Issuer) that will be available for sale by the holders of Registrable Common in the proposed offering. If the Issuer shall have delivered a Registration Notice, each Noteholder shall, upon conversion of his or her Note, be entitled to participate on the same terms and conditions as the Issuer in the public offering to which such Registration Notice relates and to offer and sell shares of Registrable Common therein only to the extent provided in this Section 2. Each Noteholder desiring to participate in such offering shall, no later than ten days following receipt of the Registration Notice, (i) effective immediately prior to the closing of the offering, convert his or her Note into Registrable Common, if such Note has not previously been converted and (ii) notify the Issuer of the aggregate number of shares of Registrable Common that such Noteholder then desires to sell in the offering. Each Noteholder desiring to participate in such public offering may include shares of Registrable Common in the registration statement relating to the offering to the extent that the inclusion of such shares shall not reduce the number of shares of Common Stock to be offered and sold by the filing Issuer to be included therein. If the lead managing underwriter selected by the Issuer for a public offering (or, if the offering is not underwritten, a financial advisor to the Issuer) determines that marketing factors require a limitation on the number of a registration statement with shares of Registrable Common to be offered and sold in such offering, there shall be included in the SEC offering only that number of shares of Registrable Common, if any, that such lead managing underwriter or financial advisor, as the case may be, reasonably and in connection therewith, Purchaser shall notify good faith believes will not jeopardize the Seller in writing success of the proposed offering offering, provided that if the lead managing underwriter or financial advisor, as the case may be, determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold as aforesaid and so notifies the Issuer in writing, then the number of any material terms shares of Registrable Common to be offered and conditions of sold by holders desiring to participate in the offering known shall be allocated among such holders on a pro rata basis based on their holdings of Registrable Common. The Issuer shall have the right at any time to Purchaser. Purchaser shall use all reasonable efforts reduce the number of shares requested by any Noteholder to have be included in such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided extent that the public offering and sale Issuer reasonably concludes that inclusion of such shares is not restricted by likely to jeopardize the non-recognition status under the Code of the transaction consummated pursuant to the Purchase Agreement; provided that any legend or other condition imposed by determination to exclude shares from any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement registration pursuant to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering this provision shall be borne by Purchaser, except that Seller shall pay its proportionate share based on advice of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice tax counsel to the Seller by PurchaserIssuer or its independent accountants."

Piggyback Registration Rights. Purchaser has no obligation to register the shares of Purchaser stock agrees that Seller will receive under this Agreement. Provided, however, in the event Purchaserif, at any time within 24 months after following the ClosingClosing Date and while the provisions of this Article VIII remain in effect, contemplates and undertakes a public offering the Board of its shares Directors of Common Stock and Purchaser shall authorize the filing of a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering and of (any material terms and conditions of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all being hereinafter called a "Registration Statement") under the Securities Act (other than a registration statement on Form S-4 or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided that the public offering and sale of such shares is not restricted by any legend Form S-8 or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but form which does not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects include substantially the same information as would be required in a form for the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost general registration of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller securities) in connection with the offering. The provisions proposed offer of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs any of its securities by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser any of its election shareholders, Purchaser will (i) promptly notify the Shareholders that such Registration Statement will be filed and that the Shares which are then held by the Shareholders (the "Shareholder Shares"), will, at the Shareholder's request, be included in such Registration Statement, which notice shall specify the relevant facts relating to exercise its rights herein specified in writing the proposed filing (including without limitation (x) whether or not such proposed offering will be an underwritten offering of securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting, (y) the price, net of any underwriting commissions, discounts and the like, at which the Shareholder Shares are reasonably expected to be sold), (ii) upon the written request of the Shareholders within thirty (30) 30 days after the aforesaid written giving of such notice by Purchaser, include in the securities covered by such Registration Statement all Shareholder Shares which it has been so requested to include, (iii) use its best efforts to cause such Registration Statement to become effective as soon as practicable and (iv) take all other action necessary under any Federal or state law or regulation of any governmental authority to permit all Shareholder Shares which it has been so requested to include in such Registration Statement to be sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for the Shareholders to effect the proposed sale or other disposition. Notwithstanding anything in this Agreement to the Seller contrary, the Shareholders, as a group, shall be entitled to include Shareholder Shares in only one Registration Statement and all of the Shareholders must participate in the same Registration Statement. Once Shareholder Shares have been included in a Registration Statement that has been declared effective by the SEC on behalf of one or more of the Shareholders, the Purchaser's obligations under this Article VIII shall cease and no Shareholder (whether or not he or she included Shareholder Shares in the subject Registration Statement) shall be entitled to include Shareholder Shares in any subsequent registration statement filed by the Purchaser."

Piggyback Registration Rights. Purchaser has no obligation 2.1 If the Second Closing shall not have occurred prior to register August 31, 2001 and if thereafter the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, at any time within 24 months after the Closing, contemplates and undertakes a public offering of its shares of Common Stock and the filing of Corporation hereafter proposes to file a registration statement under the Securities Act with the SEC respect to an offering for its own account of any class of its equity securities (other than a registration statement on Form S-8 (or any successor form) or any other registration statement relating solely to employee benefit plans or filed in connection therewithwith an exchange offer, Purchaser a transaction to which Rule 145 (or any successor provision) under the Securities Act applies or an offering of securities solely to the Corporation's existing shareholders), then the Corporation shall notify in each case give written notice of such proposed filing to the Seller in writing Holder as soon as practicable (but no later than 20 business days) before the anticipated filing date, and such notice shall offer each Holder the opportunity to register such number of the proposed offering and shares of any material terms and conditions of the offering known to PurchaserRestricted Stock as such Holder may request. Purchaser shall use all reasonable efforts Each Holder desiring to have Restricted Stock included in such registration statement all or any portion of shall so advise the shares distributed to Seller hereunderCorporation in writing within 10 business days after the date on which the Corporation's notice is so given, subject, however, to such terms, conditions and limitations (including but not limited to setting forth the number of shares that Seller may offer of Restricted Stock for which registration is requested. If the Corporation's offering is to sell be an underwritten offering, the Corporation shall, subject to the further provisions of this Agreement, use its reasonable best efforts to cause the managing underwriter or underwriters to permit the Holders of the Restricted Stock requested to be included in the registration for such offering to include such Restricted Stock in such registration statement) offering on the same terms and conditions as any underwriter retained by Purchaser similar securities of the Corporation included therein. The right of each Holder to registration pursuant to this Section 4 in connection with an underwritten offering by the Corporation shall, unless the Corporation otherwise assents, be conditioned upon such offering may require, and provided that the public Holder's participation as a seller in such underwritten offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the its execution and delivery of an underwriting agreement with the managing underwriter or underwriters selected by the Corporation. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to the Corporation that either because of (a) the kind of securities that the Corporation, the Holders and any other persons or entities intend to include in form such offering or (b) the size of the offering that the Corporation, the Holders and substance in all material respects any other persons or entities intend to make, the same as success of the underwriting agreement offering would be materially and adversely affected by inclusion of the Restricted Stock requested to be signed by Purchaserincluded, as may then (i) in the event that the size of the offering is the basis of such managing underwriter's opinion, the number of shares of Restricted Stock to be registered and offered for the accounts of Holders shall be reduced pro rata on the basis of the number of securities requested by Purchaser. The cost such Holders to be registered and offered to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters (provided that if securities are being registered and offered for the account of other persons or entities in addition to the Corporation, such reduction shall not be proportionally greater than any similar reductions imposed on such other persons or entities) and (ii) in the event that the combination of securities to be offered is the basis of such public managing underwriters opinion, (x) the Restricted Stock to be included in such registration and offering shall be borne by Purchaserreduced as described in clause (i) above or (y) if such actions would, except in the reasonable judgment of the managing underwriter, be insufficient to substantially eliminate the adverse effect that Seller shall pay its proportionate share inclusion of underwriters' commissions the Restricted Stock requested to be included would have on such offering, such Restricted Stock will be excluded entirely from such registration and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions Any Restricted Stock excluded from an underwriting shall, if applicable, be withdrawn from registration and shall not, without the consent of this Section 9.05 shall not apply the Corporation, be transferred in a public distribution prior to the earlier of ninety (90) days (or such other shorter period of time as the managing underwriter may require) after the effective date of the registration statements filed in connection with employee stock purchase and option programs by Purchaser statement or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty ninety (3090) days after the aforesaid written notice to date the Seller by PurchaserHolders of such Restricted Stock are notified of such exclusion."

Piggyback Registration Rights. Purchaser has no obligation to register the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, If at any time within 24 months or times on or after the Closingdate that is 180 days following the completion of a Qualified Public Offering, contemplates and undertakes the Company shall determine to register any Equity Interests or securities convertible into or exchangeable or exercisable for Equity Interests under the Securities Act (whether in connection with a public offering of its shares securities by the Company (a "PRIMARY OFFERING"), a public offering of Common Stock and the filing of securities by members (a registration statement with the SEC in connection therewith"SECONDARY OFFERING"), Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of the shares distributed to Seller hereunderboth, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided that a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the public offering and sale of such shares Commission under the Securities Act is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited toapplicable), the execution and delivery of an underwriting agreement in form and substance in all material respects Company will promptly give written notice thereof to the same as the underwriting agreement to be signed by Purchaser, as may be requested by PurchaserMezzanine Investors. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in In connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing any such registration, if within thirty (30) days after their receipt of such notice (or ten (10) days in the aforesaid case of a proposed registration on Form S-3) any Mezzanine Investor requests in writing the inclusion in such registration of some or all of the Registrable Interests (as hereinafter defined) owned by such Mezzanine Investor, or into which any units held by such Mezzanine Investor are convertible or exchangeable, the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Interests which such Mezzanine Investor so requests; provided, however, that if at any time after giving written notice of its intention to register any Registrable Interests and prior to the effective date of the registration statement in connection with such registration, the Company shall determine in good faith, for any reason not to register such Registrable Interests, the Company shall give written notice to the Seller Mezzanine Investors and, thereupon, shall be relieved of its obligation to register any such Registrable Interests in connection with such registration; provided, further, that in the case of an underwritten public offering, if the managing or lead underwriter(s) determine that a limitation on the number of units to be underwritten is required, such underwriter(s) may limit the number of Registrable Interests to be included in the registration and underwriting to an amount that, in the judgment of the underwriter, would not materially affect the term of the offering (including, without limitation the price at which such securities can be sold to the public or the market for the Company's securities). The Company shall advise all Mezzanine Investors promptly after such determination by Purchaserthe managing or lead underwriter(s), and the number of Registrable Interests that may be included in the registration and underwriting shall be allocated among all Mezzanine Investors requesting registration in proportion, as nearly as practicable, to their respective holdings of Registrable Interests; provided that all Persons participating in the offering (other than the Company) shall be "cut back" on a pro rata basis. The Company may select the underwriters for any underwritten offering in its sole discretion. All reasonable out-of-pocket expenses incurred by the Mezzanine Investors in connection with the provisions of this Section 5.1 (including the reasonable fees and expenses of one independent counsel for the Mezzanine Investors as a group, selected by the Majority Warrant Interest) shall be borne by the Company, except that the Mezzanine Investors shall bear underwriting and selling commissions and Transfer taxes attributable to the sale of their Registrable Interests."

Piggyback Registration Rights. Purchaser has no obligation to register the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, If at any time within 24 months after the Closing, contemplates and undertakes date hereof the Company shall determine to register under the Securities Act (including pursuant to a public offering demand of any security holder of the Company exercising registration rights) any of its shares of Common Stock and (except pursuant to the filing of a registration statement on Form S-3 filed with the SEC in connection therewithon April 30, Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions of the offering known 1999 (file No. 333-77443), securities to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser be issued solely in connection with such offering may requireany acquisition of any entity or business, and provided shares issuable solely pursuant to employee benefit plans eligible for registration on SEC Form S-8 or shares to be registered on any registration form that does not permit secondary sales), it shall send to each of the public offering and sale Warrant Holder(s) written notice of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within determination at least thirty (30) days prior to each such filing and, if within twenty (20) days after receipt of such notice, any Warrant Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement (to the extent permitted by applicable regulation) all or any part of the Warrant Shares (collectively referred to in this SECTION 6 as "REGISTRABLE SECURITIES") that such Warrant Holder requests to be registered, provided, however, that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the amount of Registrable Securities included in any such registration statement, then, to the extent that any Registrable Securities remain available for registration after the aforesaid underwriter's cutback, the Company shall be obligated to include in such registration statement with respect to each Warrant Holder requesting inclusion only the product of : (i) the number of Registrable Securities with respect to which such Warrant Holder has requested inclusion hereunder and (ii) such Warrant Holder's pro rata share of the sum of all Registrable Securities permitted to be registered and all other securities of the Company, the holders of which Registrable Securities and other securities have requested that such securities be registered. Any Registrable Securities which are included in any underwritten offering under this SECTION 6(A) shall be sold upon such terms as the managing underwriters shall reasonably request but in any event shall be upon terms not less favorable than those upon which any other selling security holder shall sell any of its securities. If any Warrant Holder disapproves of the terms of such underwriting, such Warrant Holder may elect to withdraw therefrom by written notice to the Seller Company and the underwriter. The Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering (the "COMPANY UNDERWRITER") to permit the Warrant Holders who have requested to participate in the registration for such offering to include such Registrable Securities in such offering on the same terms and conditions as the securities of the Company included therein. Notwithstanding the foregoing, if the Company Underwriter delivers a written opinion to the Warrant Holders that the total amount or kind of securities which they, the Company and any other Persons intend to include in such offering (the "TOTAL SECURITIES") is sufficiently large so as to prevent the Company from effecting a successful offering of the Total Securities, then the amount or kind of securities to be offered for the account of any members of management shall be reduced pro rata to the extent necessary to reduce the Total Securities to the amount recommended by Purchaserthe Company Underwriter, and if the amount or kind of Total Securities is still sufficiently large so as to prevent the Company from effecting a successful offering of the Total Securities, then the amount or kind of securities to be offered for the account of the Warrant Holders and any other Persons shall be reduced pro rata to the extent necessary to reduce the Total Securities to the amount recommended by the Company Underwriter. Notwithstanding the provisions of this SECTION 6(A), the Company shall have the right, at any time after it shall have given written notice pursuant to this SECTION 6(A) (irrespective of whether a written request for inclusion of Registrable Securities shall have been made), to elect not to file any such proposed registration statement or to withdraw the same after the filing and prior to the effective date thereof whether or not any Warrant Holder has elected to include securities in such registration."

Piggyback Registration Rights. Purchaser has no obligation to register the shares of Purchaser stock that Seller will receive under this Agreement. Providedhereunder; provided, however, in the event Purchaser, at any time within 24 months after the ClosingClosing Date, contemplates and undertakes a public offering of its shares of Common Stock and the filing of a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to including, without limitation, the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided that the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited towithout limitation, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 10.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid such written notice to the Seller by PurchaserSeller."

Piggyback Registration Rights. Purchaser has no obligation to register The Company covenants and agrees with the shares Placement Agent and any other Holders or subsequent Holders of Purchaser stock the Registrable Securities that Seller will receive under this Agreement. Provided, however, in the event Purchaserif, at any time within 24 months the period commencing one (1) year and ending five (5) years after the ClosingEffective Date, contemplates it proposes to file a new registration statement with respect to the public sale of Common Shares for cash (other than in connection with an offering to the Company's employees, an acquisition, merger or similar transaction, an employee benefit plan, an exchange offer or a dividend reinvestment plan) under the Act in a primary registration on behalf of the Company and/or in a secondary registration on behalf of holders of such securities and undertakes a public offering the registration form to be used may be used for registration of the Registrable Securities, the Company will give written notice at least 30 days prior to such filing to the Holders of Warrants or Registrable Securities (regardless whether some of the Holders have theretofore availed themselves of the right provided in Section 10(a) of this Agreement) at the addresses appearing on the records of the Company of its shares of Common Stock and the filing of intention to file a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions of the offering known will offer to Purchaser. Purchaser shall use all its reasonable efforts to have included include in such registration statement all or any portion of the shares distributed Registrable Securities, subject to Seller hereunderparagraphs (i) and (ii) of this paragraph (b), subject, however, to such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer Registrable Securities with respect to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided that which the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing Company has received written requests for inclusion therein within thirty twenty (3020) days after the aforesaid written giving of notice by the Company. All registrations requested pursuant to this paragraph (b) are referred to herein as "Piggyback Registrations". All Piggyback Registrations pursuant to this paragraph (b) will be made solely at the Seller Company expense, except for the Holders' Expenses, which shall be paid by Purchaserthe Holder. If the securities or blue sky laws of any jurisdiction in which the securities so registered are proposed to be offered would require the Holder's payment of greater registration expenses than those otherwise required by this Section 10 and if the Company shall determine, in good faith, that the offering of such securities in such jurisdiction is necessary for the successful consummation of the registered offering, then the Holder shall either agree to pay the portion of the registration expenses required by the securities or blue sky laws of such jurisdiction to be paid by the Holder or withdraw his request for inclusion of his Registrable Securities in such registration."

Piggyback Registration Rights. Purchaser has no obligation At any time before the third anniversary of the date of this Agreement, whenever the Company proposes to register any Common Stock for its own account under the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, at any time within 24 months after the Closing, contemplates and undertakes Securities Act for a public offering for cash, other than a registration relating to the offering or issuance of shares in connection with (i) employee compensation or benefit plans or (ii) one or more acquisition transactions under a Registration Statement on Form S-4 or Form S-1 under the Securities Act (or a successor to Form S-4 or Form S-1) (any such offering or issuance being an "EXEMPT OFFERING"), the Company will give COTG written notice of its intent to do so (a "REGISTRATION NOTICE") at least 15 days prior to the filing of the related registration statement with the Commission. Such notice shall specify the approximate date on which the Company proposes to file such registration statement and shall contain a statement that COTG is entitled to participate in such offering and shall set forth the number of shares of Common Stock that represents the best estimate of the lead managing underwriter (or if not known or applicable, the Company) that will be available for sale in the proposed offering by COTG and all other stockholders of the filing of a registration statement Company who have entered into an agreement with the SEC Company affording them registration rights (collectively with COTG, the "SELLING STOCKHOLDERS"). If the Company shall have delivered a Registration Notice, COTG shall be entitled to participate on the same terms and conditions as the Company and each other Selling Stockholder in connection therewith, Purchaser the public offering to which the Registration Notice relates and to offer and sell shares of Registrable Common therein only to the extent provided in this Section 2. COTG shall notify the Seller in writing Company no later than ten days following receipt of the proposed offering and of any material terms and conditions Registration Notice of the offering known aggregate number of shares of Registrable Common that it then desires to Purchasersell in the offering. Purchaser shall use all reasonable efforts to have included COTG may include shares of Registrable Common in such the registration statement all or any portion relating to the offering to the extent that the inclusion of the such shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but shall not limited to reduce the number of shares of Common Stock to be offered and sold by the Company to be included therein. If the lead managing underwriter selected by the Company for a public offering (or, if the offering is not underwritten, a financial advisor to the Company) determines that Seller may offer marketing factors require a limitation on the number of shares of Registrable Common to sell be offered and sold in such registration statement) offering, there shall be included in the offering only that number of shares of Registrable Common, if any, requested to be included in the offering that such lead managing underwriter or financial advisor, as any the case may be, reasonably and in good faith believes will not jeopardize the success of the offering, PROVIDED, HOWEVER, that if the lead managing underwriter retained by Purchaser or financial advisor, as the case may be, determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold as aforesaid and so notifies the Company in connection with such offering may require, and provided that the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited towriting, the execution and delivery number of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement shares of Common Stock to be signed offered and sold by PurchaserCOTG and all other Selling Stockholders desiring to participate in the offering, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share allocated among such holders on a PRO RATA basis based on number of underwriters' commissions and discounts and shares of Common Stock as to which each has given the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser Company notice of its election intention to exercise its rights herein specified include in writing within thirty (30) days after the aforesaid written notice to the Seller by Purchasersuch offering."

Piggyback Registration Rights. Purchaser has no obligation At any time before November 14, 2001, whenever Apple proposes to register any Common Stock for its own account, or for the shares account of Purchaser stock that Seller will receive any other person holding registration rights, under this Agreement. Provided, however, in the event Purchaser, at any time within 24 months after the Closing, contemplates and undertakes Securities Act for a public offering for cash, other than a registration relating to the offering or issuance of shares in connection with (i) employee compensation or benefit plans or (ii) one or more acquisition transactions under a Registration Statement on either Form S-1 or Form S-4 under the Securities Act (or a successor to either Form S-1 or Form S-4) (any such offering or issuance being an "Exempt Offering"), Apple will give each Stockholder written notice of its intent to do so (a "Registration Notice") at least 20 days prior to the filing of the related registration statement with the Commission. Such notice shall specify the approximate date on which Apple proposes to file such registration statement and shall contain a statement that the Stockholders are entitled to participate in such offering and shall set forth the number of shares of Registrable Common (as hereinafter defined) that represents the best estimate of the lead managing underwriter (or if not known or applicable, Apple) that will be available for sale by the holders of Registrable Common in the proposed offering. If Apple shall have delivered a Registration Notice, each Stockholder shall be entitled to participate on the same terms and conditions as Apple in the public offering to which such Registration Notice relates and to offer and sell shares of Registrable Common therein only to the extent provided in this SECTION 2. Each Stockholder desiring to participate in such offering shall notify Apple no later than ten days following receipt of the Registration Notice of the aggregate number of shares of Registrable Common that such Stockholder then desires to sell in the offering. Each Stockholder desiring to participate in such public offering may include shares of Registrable Common in the registration statement relating to the offering to the extent that the inclusion of such shares shall not reduce the number of shares of Common Stock to be offered and sold by Apple to be included therein. If the filing lead managing underwriter selected by Apple for a public offering (or, if the offering is not underwritten, a financial advisor to Apple) determines that marketing factors require a limitation on the number of a registration statement with shares of Registrable Common to be offered and sold in such offering, there shall be included in the SEC offering only that number of shares of Registrable Common, if any, that such lead managing underwriter or financial advisor, as the case may be, reasonably and in connection therewith, Purchaser shall notify good faith believes will not jeopardize the Seller in writing success of the proposed offering offering, PROVIDED that if the lead managing underwriter or financial advisor, as the case may be, determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold as aforesaid and so notifies Apple in writing, the number of shares of Registrable Common to be offered and sold by holders desiring to participate in the offering, shall be allocated among such holders on a pro rata basis based on their holdings of Registrable Common. Apple shall have the right at any material terms and conditions time to reduce the number of the offering known shares requested by any Stockholder to Purchaser. Purchaser shall use all reasonable efforts to have be included in such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares extent that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided Apple reasonably concludes that the public offering and sale inclusion of such shares is not restricted likely to jeopardize the non-recognition status under the Code of any acquisition transaction consummated pursuant to any of the acquisition agreements entered into by Apple and one of its founding orthodontic practices; PROVIDED that any legend or other condition imposed by determination to exclude shares from any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement registration pursuant to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering this provision shall be borne by Purchaser, except that Seller shall pay based on advice of tax counsel to Apple or its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by Purchaserindependent accountants."

Piggyback Registration Rights. Purchaser has no obligation If the Company proposes to register the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, at an underwritten offering any time within 24 months after the Closing, contemplates and undertakes a public offering of its shares of Common Stock and under the filing Securities Act for sale to the public (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a registration statement with on Form S-0, X-0 or another form not available for registering the SEC Registrable Securities for sale to the public, or in connection therewithwith an Underwritten Demand Statement), Purchaser shall notify each such time it will give written notice to each Holder. Upon the Seller in writing of the proposed offering and written request of any material terms and conditions of such Holders, given within 10 Business Days after receipt by such Person of such notice, the offering known Company shall, subject to Purchaser. Purchaser shall the limits contained in this Section 6, use all its commercially reasonable efforts to have cause all Registrable Securities requested by such Holders to be registered under the Securities Act and qualified for sale under any state securities or “blue sky” law, to the extent required to permit the sale of their Registrable Securities in such underwritten public offering; provided, however, that if the managing underwriter or underwriters of such offering reasonably determine in writing that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such registration statement all underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter or any portion of the shares distributed to Seller hereunder, subjectunderwriters; provided, however, that securities shall be excluded in the following sequence: (i) first, shares of Common Stock held by any stockholders not having rights to include such termsshares in the underwritten public offering; (ii) second, conditions shares of Common Stock held by stockholders having contractual, incidental “piggy back” rights to include such shares in the underwritten public offering other than Registrable Securities and limitations Prior Registrable Securities; (including iii) third, Registrable Securities and Prior Registrable Securities; and (iv) fourth, shares of Common Stock sought to be registered by the Company for its own account. If there is a reduction of some but not limited to all of the number of shares that Seller may offer pursuant to sell clauses (i) through (iv), such reduction shall be made on a pro rata basis (based upon the aggregate number of securities held by the holders in such registration statement) as the applicable category and subject to the priorities set forth in the preceding sentence). Additionally, the Company shall not be required to register any underwriter retained by Purchaser in connection with such offering may require, and provided that Registrable Securities pursuant to this Section 6 unless the public offering and sale Holders of such shares is not restricted Registrable Securities accept the terms of the underwriting agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters). All Holders proposing to distribute their securities through such underwriting shall (together with the Company and any legend or other condition imposed by any state stockholders proposing to distribute their securities commissioner. Seller shall take all through such action and execute all such documents including, but not limited to, the execution and delivery of underwriting) enter into an underwriting agreement in customary form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by Purchaserunderwriters."

Piggyback Registration Rights. Purchaser has no obligation to register the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser(a) If, at any time within 24 months after 724 Solutions proposes to register shares of its common stock ("724 Solutions Common Stock") under the Closing, contemplates and undertakes a public Securities Act in connection with any offering of its shares of 724 Solutions Common Stock and (other than a registration statement on Form S-8 or Form S-4, or their successors, or any other form for a limited purpose or which otherwise does not include at least substantially the same information as would be required to be included in a registration statement covering the sale of registrable securities, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity or in a registration in which the only 724 Solutions Common Stock being registered is 724 Solutions Common Stock issuable upon conversion of debt securities which are also being registered), whether or not for its own account, 724 Solutions shall furnish prompt (but in no event later than twenty-one (21) days prior to the filing of a the applicable registration statement with statement) written notice to Shareholder of its intention to effect such registration and the SEC intended method of distribution in connection therewith. Upon the written request of Shareholder made to 724 Solutions within twenty-one (21) days after the furnishing such notice by 724 Solutions, Purchaser 724 Solutions shall notify the Seller in writing of the proposed offering and of any material terms and conditions of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have included include in such registration statement all or any portion the requested number of 724 Solutions Shares issued pursuant to the shares distributed Merger (the "Registrable Securities"), subject to Seller hereunder, subject, however, to such the provisions hereof and other customary terms, conditions and limitations (including but not limited relating to the number registration of shares securities generally, provided, that Seller may offer 724 Solutions shall not be required to sell register any Registrable Securities the Transfer of which is restricted by the terms of any other Transaction Agreement (other than the "IPO Lock-Up" (as defined in such registration statementother Transaction Agreement), which restriction shall be waived with respect to the shares included in any such registration). All rights granted to Shareholder pursuant to this SECTION 2.1 shall terminate with respect to any Registrable Securities held by Shareholder upon the earliest to occur of (i) as the time when all of the Registrable Securities may immediately be sold pursuant to Rule 144 under the Securities Act within any underwriter retained by Purchaser in connection with such offering may requireninety (90) day period, and provided that the public offering and (ii) upon any sale of such shares is not restricted by any legend the Registrable Securities pursuant to a registration statement or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, Rule 144 under the execution and delivery of an underwriting agreement in form and substance in all material respects Securities Act or (iii) the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty date two (302) days years after the aforesaid written notice to the Seller by Purchaserdate hereof."

Piggyback Registration Rights. Purchaser has no obligation to register the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, at At any time within 24 commencing six months after the Closing, contemplates if the Company shall determine to proceed with the actual preparation and undertakes a public offering of its shares of Common Stock and the filing of a registration statement under the Securities Act in connection with the SEC in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering offer and sale of any material terms of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice of its determination to all Securities Holders and conditions B2 Securities Holders of record. Upon the offering known written request from any such holders (the "REQUESTING HOLDERS"), within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securities and B2 Registrable Securities to Purchaser. Purchaser shall use all reasonable efforts to have be included in such registration statement statement, all to the extent requisite to permit the sale or any portion other disposition by the prospective seller or sellers of the Registrable Securities and B2 Registrable Securities to be so registered; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.3 shall be underwritten in whole or in part, the Company may require that the Registrable Securities and B2 Registrable Securities requested for inclusion pursuant to this Section 4.3 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on shares distributed to Seller hereunder, subject, however, to not being sold. If in the good faith judgment of the managing underwriter of such terms, conditions public offering the inclusion of all of the Registrable Securities and limitations B2 Registrable Securities originally covered by a request for registration (including but not limited to the "REQUESTED STOCK") would reduce the number of shares that Seller to be offered by the Company or interfere with the successful marketing of the shares of stock or other securities offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may offer to sell in be reduced pro rata (by number of shares) among the holders thereof requesting such registration statement) as any underwriter retained or excluded in their entirety if so required by Purchaser the underwriter. To the extent only a portion of the Requested Stock is included in connection with such offering may requirethe underwritten public offering, and provided that those shares of Requested Stock which are thus excluded from the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such underwritten public offering shall be borne withheld from the market by Purchaserthe holders thereof for a period, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and not to exceed 90 days, which the costs and fees of any attorneys, accountants and other persons retained by Seller managing underwriter reasonably determines is necessary in connection with order to effect the underwritten public offering. The provisions obligation of the Company under this Section 9.05 4.3 shall not apply to registration statements filed in connection with employee stock purchase Registrable Securities and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election B2 Registrable Securities that at such time are eligible for immediate resale pursuant to exercise its rights herein specified in writing within thirty (30Rule 144(k) days after under the aforesaid written notice to the Seller by PurchaserSecurities Act."

Piggyback Registration Rights. Purchaser has no obligation to register the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, If at any time within 24 months after the Closing, contemplates and undertakes Company shall determine to register under the Securities Act (including pursuant to a public offering demand of any security holder of the Company exercising registration rights) any of its shares of Common Stock and the filing of a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions of the offering known (except securities to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser be issued solely in connection with such offering may requireany acquisition of any entity or business, shares issuable solely pursuant to employee benefit plans eligible for registration on SEC Form S-8 or shares to be registered on any registration form that does not permit secondary sales), it shall send to BWHI and provided that to each of the public offering and sale Holder(s) written notice of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within determination at least thirty (30) days prior to each such filing and, if within twenty (20) days after receipt of such notice, any Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement (to the extent permitted by applicable regulation) all or any part of the Warrant Securities (collectively referred to in this ARTICLE VI as "REGISTRABLE SECURITIES") that such Holder requests to be registered, provided, however, that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the amount of Registrable Securities included in any such registration statement, then, to the extent that any Registrable Securities remain available for registration after the aforesaid underwriter's cutback, the Company shall be obligated to include in such registration statement with respect to each Holder requesting inclusion only the product of: (i) the number of Registrable Securities with respect to which such Holder has requested inclusion hereunder and (ii) such Holder's pro rata share of the sum of all Registrable Securities permitted to be registered and all other securities of the Company, the holders of which Registrable Securities and other securities have requested that such securities be registered. Any Registrabl any underwritten offering under this SECTION 6.01 shall be sold upon such terms as the managing underwriters shall reasonably request but in any event shall be upon terms not less favorable than those upon which any other selling security holder shall sell any of its securities. If any Holder disapproves of the terms of such underwriting, such Holder may elect to withdraw therefrom by written notice to the Seller Company and the underwriter. The Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering (the "COMPANY UNDERWRITER") to permit the Holders who have requested to participate in the registration for such offering to include such Registrable Securities in such offering on the same terms and conditions as the securities of the Company included therein. Notwithstanding the foregoing, if the Company Underwriter delivers a written opinion to the Holders that the total amount or kind of securities which they, the Company and any other Persons intend to include in such offering (the "TOTAL SECURITIES") is sufficiently large so as to prevent the Company from affecting a successful offering of the Total Securities, then the amount or kind of securities to be offered for the account of any members of management shall be reduced pro rata to the extent necessary to reduce the Total Securities to the amount recommended by Purchaserthe Company Underwriter, and if the amount or kind of Total Securities is still sufficiently large so as to prevent the Company from affecting a successful offering of the Total Securities, then the amount or kind of securities to be offered for the account of the Holders and any other Persons shall be reduced pro rata to the extent necessary to reduce the Total Securities to the amount recommended by the Company Underwriter. Notwithstanding the provisions of this SECTION 6.01, the Company shall have the right, at any time after it shall have given written notice pursuant to this SECTION 6.01 request for inclusion of Registrable Securities shall have been made), to elect not to file any such proposed registration statement or to withdraw the same after the filing and prior to the effective date thereof."

Piggyback Registration Rights. Purchaser has no obligation to register the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, If at any time within 24 months after during the Closing, contemplates and undertakes a public offering Effectiveness Period there is not an effective Registration Statement covering all of its shares of Common Stock the Registrable Securities and the filing of Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than a registration statement (i) filed pursuant to Section 2(a) of this Agreement or (b) on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the SEC stock option or other employee benefit plans, then the Company shall send to each Holder a written notice of such determination and, if within fifteen days after the date of such notice, any such Holder shall so request in connection therewithwriting, Purchaser the Company shall notify the Seller in writing of the proposed offering and of any material terms and conditions of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have included include in such registration statement all or any portion part of such Registrable Securities such Holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights on a pro rata basis, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser statement filed in connection with such offering may requireregistration, and provided that the public offering and sale Company shall determine for any reason not to register or to delay registration of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited tosecurities, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by PurchaserCompany may, as may be requested by Purchaser. The cost at its election, give written notice of such public offering determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be borne by Purchaser, except that Seller shall pay relieved of its proportionate share of underwriters' commissions and discounts and the costs and fees of obligation to register any attorneys, accountants and other persons retained by Seller Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the offering. The provisions case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 9.05 2(b) for the same period as the delay in registering such other securities Notwithstanding the foregoing, the Company shall not apply be required to registration statements filed in connection with employee stock purchase and option programs by Purchaser register any Registrable Securities pursuant to this Section 2(b) that are eligible for resale pursuant to Rule 144(k) promulgated under the Securities Act or in connection with actual or proposed acquisitions by Purchaserthat are the subject of a then effective Registration Statement. Seller Notwithstanding the foregoing, nothing herein shall notify Purchaser be construed of relieving the Company of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by Purchaserobligations under this Agreement."

Piggyback Registration Rights. Purchaser has no obligation to register the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, If at any time within 24 months after the Closing, contemplates and undertakes Company shall determine to register under the Securities Act (including pursuant to a public offering demand of any security holder of the Company exercising registration rights) any of its shares of Common Stock and the filing of a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions of the offering known (except securities to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser be issued solely in connection with such offering may requireany acquisition of any entity or business, shares issuable solely pursuant to employee benefit plans eligible for registration on SEC Form S-8 or shares to be registered on any registration form that does not permit secondary sales), it shall send to Siena and provided that to each of the public offering and sale Holder(s) written notice of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within determination at least thirty (30) days prior to each such filing and, if within twenty (20) days after receipt of such notice, any Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement (to the extent permitted by applicable regulation) all or any part of the Warrant Securities (collectively referred to in this Article VI as "Registrable Securities") that such Holder requests to be registered, provided, however, that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the amount of Registrable Securities included in any such registration statement, then, to the extent that any Registrable Securities remain available for registration after the aforesaid underwriter's cutback, the Company shall be obligated to include in such registration statement with respect to each Holder requesting inclusion only the product of : (i) the number of Registrable Securities with respect to which such Holder has requested inclusion hereunder and (ii) such Holder's pro rata share of the sum of all Registrable Securities permitted to be registered and all other securities of the Company, the holders of which Registrable Securities and other securities have requested that such securities be registered. Any Registrable Securities which are included in any underwritten offering under this Section 6.01 shall be sold upon such terms as the managing underwriters shall reasonably request but in any event shall be upon terms not less favorable than those upon which any other selling security holder shall sell any of its securities. If any Holder disapproves of the terms of such underwriting, such Holder may elect to withdraw therefrom by written notice to the Seller Company and the underwriter. The Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Company Underwriter") to permit the Holders who have requested to participate in the registration for such offering to include such Registrable Securities in such offering on the same terms and conditions as the securities of the Company included therein. Notwithstanding the foregoing, if the Company Underwriter delivers a written opinion to the Holders that the total amount or kind of securities which they, the Company and any other Persons intend to include in such offering (the "Total Securities") is sufficiently large so as to prevent the Company from affecting a successful offering of the Total Securities, then the amount or kind of securities to be offered for the account of any members of management shall be reduced pro rata to the extent necessary to reduce the Total Securities to the amount recommended by Purchaserthe Company Underwriter, and if the amount or kind of Total Securities is still sufficiently large so as to prevent the Company from affecting a successful offering of the Total Securities, then the amount or kind of securities to be offered for the account of the Holders and any other Persons shall be reduced pro rata to the extent necessary to reduce the Total Securities to the amount recommended by the Company Underwriter. Notwithstanding the provisions of this Section 6.01, the Company shall have the right, at any time after it shall have given written notice pursuant to this Section 6.01 (irrespective of whether a written request for inclusion of Registrable Securities shall have been made), to elect not to file any such proposed registration statement or to withdraw the same after the filing and prior to the effective date thereof."

Piggyback Registration Rights. Purchaser has no obligation to register the shares of Purchaser stock The Company agrees that Seller will receive under this Agreement. Providedif, however, in the event Purchaser, at any time within 24 months after the Closingdate hereof, contemplates and undertakes a public offering of its shares of Common Stock and the Board shall authorize the filing of a registration statement under the Securities Act (other than a registration statement on Form S-0, Xxxx X-0 or any other form that does not include substantially the same information as would be required in a form for the general registration of securities) in connection with the SEC in connection therewith, Purchaser shall notify the Seller in writing proposed offer of shares of Common Stock of the proposed offering Company, the Company shall: (A) promptly notify Vivid that such registration statement will be filed and that the Shares issued pursuant to this Agreement and then held by Vivid (hereinafter the “Registrable Securities”) may be included in such registration statement at the request of any material terms and conditions of the offering known to Purchaser. Purchaser shall Vivid; (B) use all its commercially reasonable efforts to have included cause the registration of such Registrable Securities that Vivid requests to be registered; and (C) use its commercially reasonable efforts to cause such registration statement to become effective as promptly as reasonably practicable. If Vivid desires to include in such registration statement all or any portion part of the shares distributed to Seller hereunderRegistrable Securities held by /it, subjectit shall, however, to such terms, conditions and limitations within ten (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided that the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (3010) days after the aforesaid written above-described notice from the Company, so notify the Company in writing. If Vivid decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Vivid shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Notwithstanding the foregoing, if any of the Specified Stockholders at any time desire to register any shares of stock of the Company held by them: (i) the Company shall, at Vivid’s option, use its commercially reasonable efforts to cause registration of the Restricted Stock, simultaneously with registration of the stock of the Specified Stockholders, to the Seller by Purchaserextent necessary to permit their unrestricted sale and (ii) the restrictions set forth in Section 5 shall immediately terminate should any Specified Stockholders sell stock of the Company."

Piggyback Registration Rights. Purchaser has no obligation At any time before December 31, 2000, whenever ARS proposes to register any Common Stock for its own account under the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, at any time within 24 months after the Closing, contemplates and undertakes Securities Act for a public offering for cash, other than a registration relating to the offering or issuance of shares in connection with (i) employee compensation or benefit plans or (ii) one or more acquisition transactions under a Registration Statement on either Form S-1 or Form S-4 under the Securities Act (or a successor to either Form S-1 or Form S-4) (any such offering or issuance being an "Exempt Offering"), ARS will give each Stockholder written notice of its intent to do so (a "Registration Notice") at least 20 days prior to the filing of the related registration statement with the Commission. Such notice shall specify the approximate date on which ARS proposes to file such registration statement and shall contain a statement that the Stockholders are entitled to participate in such offering and shall set forth the number of shares of Registrable Common (as hereinafter defined) that represents the best estimate of the lead managing underwriter (or if not known or applicable, ARS) that will be available for sale by the holders of Registrable Common in the proposed offering. If ARS shall have delivered a Registration Notice, each Stockholder shall be entitled to participate on the same terms and conditions as ARS in the public offering to which such Registration Notice relates and to offer and sell shares of Registrable Common therein only to the extent provided in this SECTION 2. Each Stockholder desiring to participate in such offering shall notify ARS no later than ten days following receipt of the Registration Notice of the aggregate number of shares of Registrable Common that such Stockholder then desires to sell in the offering. Each Stockholder desiring to participate in such public offering may include shares of Registrable Common in the registration statement relating to the offering to the extent that the inclusion of such shares shall not reduce the number of shares of Common Stock to be offered and sold by ARS to be included therein. If the filing lead managing underwriter selected by ARS for a public offering (or, if the offering is not underwritten, a financial advisor to ARS) determines that marketing factors require a limitation on the number of a registration statement with shares of Registrable Common to be offered and sold in such offering, there shall be included in the SEC offering only that number of shares of Registrable Common, if any, that such lead managing underwriter or financial advisor, as the case may be, reasonably and in connection therewith, Purchaser shall notify good faith believes will not jeopardize the Seller in writing success of the proposed offering offering, PROVIDED that if the lead managing underwriter or financial advisor, as the case may be, determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold as aforesaid and so notifies ARS in writing, the number of shares of Registrable Common to be offered and sold by holders desiring to participate in the offering, shall be allocated among such holders on a pro rata basis based on their holdings of Registrable Common. ARS shall have the right at any material terms and conditions time to reduce the number of the offering known shares requested by any Stockholder to Purchaser. Purchaser shall use all reasonable efforts to have be included in such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares extent that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided ARS reasonably concludes that the public offering and sale inclusion of such shares is not restricted by likely to jeopardize the non-recognition status under the Code of any legend or other condition imposed by acquisition transaction consummated pursuant to any state securities commissioner. Seller shall take all of the Acquisition Agreements; PROVIDED that any determination to exclude shares from any such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement registration pursuant to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering this provision shall be borne by Purchaser, except that Seller shall pay based on advice of tax counsel to ARS or its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by Purchaserindependent accountants."

Piggyback Registration Rights. Purchaser has no obligation If the Company at any time proposes to register any of its securities under the Act, including an SB-2 Registration Statement or otherwise, it will each such time give written notice to all holders of outstanding Shares and Options of its intention so to do. The Company will use best efforts at the request of ___________, if applicable, to register the shares underlying these options on a form S-8 registration statement. Upon the written request of Purchaser stock that Seller a holder or holders of any such Shares or Options given within 30 days after receipt of any such notice, the Company will receive use its best efforts to cause all such Shares, the holders of which (or of the Options for which upon exercise thereof the Company will issue Shares) shall have so requested registration thereof, to be registered under this Agreement. Providedthe Act (with the securities which the Company at the time propose to register), all to the extent requisite to permit the sale or other disposition by the prospective sellers of the Shares so registered; provided, however, in that the event PurchaserCompany may, at any time within 24 months after as a condition precedent to the Closingeffectiveness of such registration, contemplates and undertakes a public offering of its shares of Common Stock require each prospective seller to agree with the Company and the filing of a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions managing underwriter or underwriters of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of be made by the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser Company in connection with such offering may require, and provided registration that the public offering and sale such seller will not sell any securities of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same class or convertible into the same class as those registered by the underwriting agreement to Company (including any class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective (not exceeding 30 days) as shall then be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) by such underwriter or underwriters if in the opinion of such underwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement. All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accounts, or counsel for the Company and or counsel for the sellers and the expense of any special audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. Notwithstanding the foregoing, sellers shall pay all underwriting discounts or commissions with respect to shares sold by the sellers. Notwithstanding the above, the Company shall not be obligated to register the securities underlying the option more often than every 120 days after in the aforesaid written notice to case of an S-8 or every 365 days in the Seller by Purchasercase of any other type of registration statement."

Piggyback Registration Rights. Purchaser has no obligation Whenever the Surviving Corporation proposes to register any Subject Securities under the shares Securities Act of Purchaser stock 1933, as amended (the "Act"), and the registration form to be used may be used for the registration of the Registrable Securities (other than a registration statement on Form S-8 or any similar successor form) (a "Piggyback Registration"), the Surviving Corporation shall give written notice to the Principal Stockholders, at least 20 days prior to the anticipated filing date, of its intention to effect such a registration, which notice will specify the proposed offering price, the kind and number of securities proposed to be registered, the distribution arrangements and such other information that Seller will receive under this Agreement. Providedat the time would be appropriate to include in such notice, howeverand will, subject to Section 6(c), include in such Piggyback Registration all Registrable Securities held by the event PurchaserPrincipal Stockholders with respect to which the Surviving Corporation has received written requests for inclusion therein within 20 days after the delivery of such notice; PROVIDED, HOWEVER, that if, at any time within 24 months after the Closing, contemplates and undertakes a public offering giving written notice of its shares of Common Stock intention to register any securities and prior to the filing of a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing effective date of the proposed offering and of any material terms and conditions of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser Registration Statement filed in connection with such offering may requireregistration, and provided that the public offering and sale Surviving Corporation shall determine for any reason not to register or to delay registration of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited tosecurities, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by PurchaserSurviving Corporation may, as may be requested by Purchaser. The cost at its election, give written notice of such public offering determination to each Principal Stockholder and, thereupon, (A) in the case of a determination not to register, the Surviving Corporation shall be borne by Purchaser, except that Seller shall pay relieved of its proportionate share of underwriters' commissions and discounts and the costs and fees of obligation to register any attorneys, accountants and other persons retained by Seller Registrable Securities under this Section 6(a) in connection with such registration (but not from its obligation to pay the offeringregistration expenses incurred in connection therewith) and (B) in the case of a determination to delay registering, the Surviving Corporation shall be permitted to delay registering any Registrable Securities under this Section 6(a) during the period that the registration of such other securities is delayed. The provisions Surviving Corporation further agrees to supplement or amend a Registration Statement if required by applicable laws, rules or regulations or by the instructions applicable to the registration form used by the Surviving Corporation for such Registration Statement. Each Principal Stockholder shall be permitted to withdraw all or any part of such Principal Stockholder's Registrable Securities from a registration at any time prior to the effective date of the Registration Statement by notifying the Surviving Corporation of such withdrawal not later than five business days prior to such effective date, PROVIDED that the Surviving Corporation has given the Principal Stockholders sufficient prior notice of the anticipated effective date to enable the Principal Stockholders to exercise such withdrawal rights. Any Principal Stockholder who withdraws any such securities from a registration pursuant to the preceding sentence shall pay to the Surviving Corporation any incremental expenses of such registration specifically attributable to the withdrawal of such Principal Stockholder's Registrable Securities. Registrable Securities with respect to which such request for registration has been received will be registered by the Surviving Corporation and offered to the public in a Piggyback Registration pursuant to this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase 6 on the terms and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice conditions at least as favorable as those applicable to the Seller registration of Subject Securities to be sold by Purchaserthe Surviving Corporation and by any other person selling under such Piggyback Registration."

Piggyback Registration Rights. Purchaser has no obligation If the Company at any time proposes to register any of its securities under the Act, including via an SB-2 Registration Statement or otherwise, it will each such time give written notice to all holders of outstanding Shares and Options of its intention so to do. The Company will use best efforts at the request of the Optionee, if applicable, to register the shares underlying these options on a form S-8 registration statement. Upon the written request of Purchaser stock that Seller a holder or holders of any such Shares or Options given within 30 days after receipt of any such notice, the Company will receive use its best efforts to cause all such Shares, the holders of which (or of the Options for which upon exercise thereof the Company will issue Shares) shall have so requested registration thereof, to be registered under this Agreement. Providedthe Act (with the securities which the Company at the time propose to register), all to the extent requisite to permit the sale or other disposition by the prospective sellers of the Shares so registered; provided, however, in that the event PurchaserCompany may, at any time within 24 months after as a condition precedent to the Closingeffectiveness of such registration, contemplates and undertakes a public offering of its shares of Common Stock require each prospective seller to agree with the Company and the filing of a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions managing underwriter or underwriters of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of be made by the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser Company in connection with such offering may require, and provided registration that the public offering and sale such seller will not sell any securities of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same class or convertible into the same class as those registered by the underwriting agreement to Company (including any class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective (not exceeding 30 days) as shall then be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) by such underwriter or underwriters if in the opinion of such underwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement. All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accounts, or counsel for the Company and or counsel for the sellers and the expense of any special audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. Notwithstanding the foregoing, sellers shall pay all underwriting discounts or commissions with respect to shares sold by the sellers. Notwithstanding the above, the Company shall not be obligated to register the securities underlying the Options more often than every 120 days after in the aforesaid written notice to case of an S-8 or every 365 days in the Seller by Purchasercase of any other type of registration statement."

Piggyback Registration Rights. Purchaser has no obligation to register The Company covenants and agrees with the shares of Purchaser stock Representative and any other or subsequent Warrant Holder(s) that Seller will receive under this Agreement. Provided, however, in the event Purchaserif, at any time within 24 months after the Closingperiod commencing on the first anniversary of the Effective Date and ending at the Close of Business on the day immediately preceding the seventh anniversary of the Effective Date, contemplates and undertakes it proposes to register any class of security under the Act in a public offering primary registration on behalf of its shares the Company or in a secondary registration on behalf of Common Stock holders of such securities and the filing registration form to be used may be used for registration of the Shares or other securities for which the Warrants become exercisable, the Company will give prompt written notice (which, in the case of a registration statement with pursuant to the SEC exercise of demand registration rights other than those provided in connection therewithSection 12(a) of this Agreement, Purchaser shall notify be within 10 business days after the Seller Company's receipt of notice of such exercise and, in writing any event, shall be at least 45 days prior to such filing) to each Warrant Holder (regardless of whether the Warrant Holder shall have theretofore availed himself or herself of the proposed offering and of any material terms and conditions right provided in Section 12(a)) at the addresses appearing on the records of the offering known Company of its intention to Purchasereffect a registration. Purchaser shall use all reasonable efforts The Company will offer to have included include in such registration statement all such number of Shares or any portion other securities for which the Warrants are exercisable with respect to which the Company has received written requests for inclusion therein within 10 days after receipt of notice from the Company: PROVIDED that in the event that: (i) such registration is to be underwritten; (ii) such registration is a primary registration on behalf of the shares distributed Company; and (iii) with the exception of the Shares or other securities for which the Warrants become exercisable, such registration is not a secondary registration on behalf of the holders of outstanding securities of the Company, the Company shall not be required to Seller hereunder, subject, however, to such terms, conditions and limitations (including but not limited to include the number of shares that Seller may offer to sell Shares or other securities for which the Warrants become exercisable in such registration statementto the extent the managing underwriter(s) determines in good faith that such inclusion would materially adversely affect the offering being made by such registration. All registrations requested pursuant to this Section 12(b) are referred to herein as any underwriter retained by Purchaser in connection with such offering may require, and provided that the public offering and sale of such shares "Piggyback Registrations." This paragraph is not restricted applicable to a registration statement filed by the Company on Forms S-4 or S-8 or any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty (30) days after the aforesaid written notice to the Seller by Purchasersuccessor forms."

Piggyback Registration Rights. Purchaser has no obligation to register (a) If the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event PurchaserCompany, at any time within 24 months on or after the ClosingExercise Date and on or before the Expiration Date, contemplates and undertakes proposes to register any of its securities under the Securities Act (other than in connection with a public offering registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of Common Stock and the filing of a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing such holder or holders (but not those of the proposed offering Company and of not Registrable Securities) with respect to any material terms and conditions of registration are referred to herein as, “Other Shares”), the offering known to Purchaser. Purchaser Company shall use all reasonable efforts to have included in each such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations time give prompt (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser in connection with such offering may require, and provided that the public offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the execution and delivery of an underwriting agreement in form and substance in all material respects the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within less than thirty (30) days after prior to the aforesaid anticipated effectiveness thereof) written notice to the Seller holders of Registrable Securities of its intention to do so. Upon the written request of the holders of the Registrable Securities representing a Majority of such Registrable Securities made within twenty (20) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Purchasersuch holder), except as set forth in Section 8.2(b), the Company will use its Reasonable Best Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon: (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.3, (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares) and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.2."

Piggyback Registration Rights. Purchaser has no obligation 2.1 If the Corporation proposes to register the shares of Purchaser stock that Seller will receive under this Agreement. Provided, however, in the event Purchaser, at any time within 24 months after the Closing, contemplates and undertakes a public offering of its shares of Common Stock and the filing of file a registration statement under the Securities Act with the SEC in connection therewith, Purchaser shall notify the Seller in writing of the proposed respect to an offering and for its own account of any material terms class of its equity securities (other than a registration statement on Form S-8 (or any successor form) or any other registration statement relating solely to employee benefit plans or an offering of securities solely to the Corporation’s existing shareholders), then the Corporation shall in each case give written notice of such proposed filing to the Holder as soon as practicable (but no later than 20 business days) before the anticipated filing date, and conditions such notice shall offer each Holder the opportunity to register such number of the offering known to Purchasershares of Restricted Stock as such Holder may request. Purchaser shall use all reasonable efforts Each Holder desiring to have Restricted Stock included in such registration statement all or any portion of shall so advise the shares distributed to Seller hereunderCorporation in writing within 10 business days after the date on which the Corporation’s notice is so given, subject, however, to such terms, conditions and limitations (including but not limited to setting forth the number of shares that Seller may offer of Restricted Stock for which registration is requested. If the Corporation’s offering is to sell be an underwritten offering, the Corporation shall, subject to the further provisions of this Agreement, use its reasonable best efforts to cause the managing underwriter or underwriters to permit the Holders of the Restricted Stock requested to be included in the registration for such offering to include such Restricted Stock in such registration statement) offering on the same terms and conditions as any underwriter retained by Purchaser in similar securities of the Corporation included therein. The right of registration pursuant to this Section II connection with an underwritten offering by the Corporation shall, unless the Corporation otherwise assents, be conditioned upon such offering may require, and provided that the public Holder’s participation as a seller in such underwritten offering and sale of such shares is not restricted by any legend or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited to, the its execution and delivery of an underwriting agreement with the managing underwriter or underwriters selected by the Corporation. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering determines in form its or their sole discretion that the success of the offering would be adversely affected by inclusion of the Restricted Stock requested to be included, then in such managing underwriter’s discretion, the number of shares of Restricted Stock to be registered and substance offered for the accounts of Holders shall be either (i) eliminated entirely from such registration and offering or (ii) reduced pro rata on the basis of the number of securities requested by such Holders to be registered and offered to the extent necessary to reduce the total amount of securities to be included in all material respects such offering to the same amount recommended by such managing underwriter or underwriters (provided that if securities are being registered and offered for the account of other persons or entities in addition to the Corporation, such reduction shall not be proportionally greater than any similar reductions imposed on such other persons or entities). Any Restricted Stock excluded from an underwriting shall, if applicable, be withdrawn from registration and shall not, without the consent of the Corporation, be transferred in a public distribution prior to the earlier of sixty (60) days (or such other shorter period of time as the underwriting agreement to be signed by Purchaser, as managing underwriter may be requested by Purchaser. The cost require) after the effective date of such public offering shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser statement or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within thirty sixty (3060) days after the aforesaid written notice to date the Seller by PurchaserHolders of such Restricted Stock are notified of such exclusion."

Piggyback Registration Rights. Purchaser has no obligation to register The Company covenants and agrees with Xxxxxxxxx Xxxx and any other Holders or subsequent Holders of the shares of Purchaser stock Registrable Securities that Seller will receive under this Agreement. Provided, however, in the event Purchaserif, at any time within 24 the period commencing twelve months and ending five years after the ClosingEffective Date, contemplates and undertakes it proposes to file a public offering Registration Statement or Offering Statement with respect to any class of its shares of Common Stock and the filing of a registration statement with the SEC in connection therewith, Purchaser shall notify the Seller in writing of the proposed offering and of any material terms and conditions of the offering known to Purchaser. Purchaser shall use all reasonable efforts to have included in such registration statement all or any portion of the shares distributed to Seller hereunder, subject, however, to such terms, conditions and limitations security (including but not limited to the number of shares that Seller may offer to sell in such registration statement) as any underwriter retained by Purchaser other than in connection with such an offering may require, and provided that to the public offering and sale Company's employees) under the Act in a primary registration on behalf of the Company and/or in a secondary registration on behalf of holders of such shares is not restricted by any legend securities and the registration form or other condition imposed by any state securities commissioner. Seller shall take all such action and execute all such documents including, but not limited toOffering Statement to be used may be used for registration of the Registrable Securities, the execution and delivery Company will give prompt written notice (which, in the case of an underwriting agreement a Registration Statement or notification pursuant to the exercise of demand registration rights other than those provided in form and substance in all material respects Section 10(a) of this Agreement, shall be within fifteen days after the same as the underwriting agreement to be signed by Purchaser, as may be requested by Purchaser. The cost Company's receipt of notice of such public offering exercise and, in any event, shall be borne by Purchaser, except that Seller shall pay its proportionate share of underwriters' commissions and discounts and the costs and fees of any attorneys, accountants and other persons retained by Seller in connection with the offering. The provisions of this Section 9.05 shall not apply to registration statements filed in connection with employee stock purchase and option programs by Purchaser or in connection with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser of its election to exercise its rights herein specified in writing within at least thirty (30) days after the aforesaid written notice prior to such filing) to, Xxxxxxxxx Xxxx and to the Seller Holders of Registrable Securities (regardless of whether some of the Holders shall have theretofore availed themselves of the right provided in Section 10(a) of this Agreement) at the addresses appearing on the records of the Company of its intention to file a Registration Statement or Offering Statement. Xxxxxxxxx Xxxx (or its assigns) shall have the right to register all, but not less than twenty percent (20%), of the Registrable Securities by Purchasernotifying the Company in writing within fifteen (15) days of receipt of the Company's notice, requesting registration of such Registrable Securities and setting forth the intended method of distribution and such other data or information as the Company or its counsel shall reasonably require. Such registration shall be without cost to Xxxxxxxxx Xxxx (or its assigns), provided that fees of Underwriter's counsel and sales commissions for Xxxxxxxxx Xxxx and such holders shall be borne by Xxxxxxxxx Xxxx. In the event that such offering is underwritten by a broker/dealer other than Xxxxxxxxx Xxxx, then Xxxxxxxxx Xxxx'x right to register the Warrants in such Registration Statement shall be subject to the approval of such underwriter, and the Company agrees to use its reasonable efforts to obtain such approval. All registrations requested pursuant to this Section 10(b) are referred to herein as "Piggyback Registrations."" This paragraph is not applicable to a Registration Statement filed by the Company with the Commission on Forms S-4 or S-8 or any successor forms.