Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. If, at any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0, X-0 or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. (a) If, at any time commencing one year from after the effective date of the registration statement and expiring four (4) years thereafterthis Agreement, the Company proposes to register any of its securities under the Securities Act Act, either for its own account or the account of 1933any other security holder or holders of the Company possessing registration rights ("Other Stockholders"), as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0, X-0 or other comparable registration statement) it will shall give written notice by registered mailnotice, at least thirty (30) days prior to the filing of each such registration statement, to the Holders Holder and to all other Holders of warrants with registration rights of the Warrants and/or opportunity to register the Warrant Securities Common Stock underlying such warrants (collectively, "Registrable Securities") of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Registrable Securities notify the Company within twenty twenty-one (2021) days after the receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter Holder and such other Holders of the Warrants and/or Warrant Securities such securities the opportunity to have any such Warrant Securities securities registered under such registration statement. In (b) If the event any underwriter underwriting registration of which the sale of securities Company gives notice is for a registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Sectionpublic offering involving an underwriting, the Company shall have so advise the right at any time after it shall have given Holder and such other Holders as part of the written notice given pursuant to Section 7.2(a) hereof. The right of the Holder or any such other Holder to registration pursuant to this Section (irrespective of whether a written request for 7.2 shall be conditioned upon their participation in such underwriting and the inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw their Registrable Securities in the same after the filing but prior underwriting to the effective date thereof.extent hereinafter provided. The Holder and all other Holders proposing to distribute their securities through such underwriting shall (together with the Company and any officer, directors or Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter selected by the Company. Notwithstanding any other provision of this Section 7.2, if the underwriter advises the Company in writing that marketing factors

Piggyback Registration. If, at any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0S-8, X-0 or xx other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing one year from the effective date of the registration statement and expiring four (4) years thereaftertime, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0, X-0 S-4 or other comparable registration statementForm S-8) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If any of the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any that the managing underwriter underwriting for said offering advises the sale of securities registered by such registration statement shall limit Company in writing that in the underwriter's opinion the number of securities includable requested to be included in such registration by shareholders of exceeds the Companynumber which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the number Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrants and/or Warrant Securities requested to be included in such registration which in the opinion of such securities shall underwriter can be allocated sold, pro rata among the holders Holders of Warrants and/or Warrant Shares on the basis of the number of Warrants and/or Warrant Shares requested to be registered by such Holders, and the holders of (d) fourth, other securities entitled requested to piggyback registration rightsbe included in such registration. Notwithstanding the provisions of this SectionSection 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, (a) If at any time commencing one year from after the effective date earlier of (i) the registration statement and expiring four Permitted Third Party Transfer Date or (4ii) years thereafterthe Regulatory Transfer Date, during which Registrable Securities are outstanding the Company proposes to register any of its securities under the Securities Act in connection with the public offering of 1933, as amended (such securities for the "Act") account of either the Company or any of its Affiliates solely for cash (other than a registration relating solely to the sale of securities to participants in connection with a merger Company stock plan, an offering or sale of securities pursuant to a Form X-0S-4 (or successor form) registration statement or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), X-0 or other comparable registration statement) it will the Company shall, at such time, promptly give each Holder written notice by registered mailof such registration and of such Holder's rights under this Section 4.1. Upon the written request of each Holder given within 30 days after receipt of such notice from the Company, at least thirty (30) days prior the Company shall, subject to the filing provisions of Section 4.1(c), cause to be registered under the Securities Act all Registrable Securities that each such registration statement, Holder has requested to the Holders and to all other Holders of the Warrants and/or the Warrant Securities be registered; provided that if at any time after giving written notice of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of register any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the expenses of registration in connection therewith as provided in Section 4.5).

Piggyback Registration. (a) If, at any time commencing one year from after the effective date of the registration statement and expiring four (4) years thereafterMandatory Registration Termination Date, the Company proposes to register any of its securities Common Stock under the Securities Act Act, whether as a result of 1933, as amended (the "Act") (other than in connection with a merger primary or secondary offering of Common Stock or pursuant to Form X-0, X-0 registration rights granted to holders of other securities of the Company (but excluding in all cases any registration pursuant to Section 2A hereof or any registrations to be effected on Forms S-4 or S-8 or other comparable registration statement) it will applicable successor Forms), the Company shall, each such time, give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within Investors twenty (20) days' prior written notice of its intent to do so, and such notice shall describe the proposed registration and offer such holders the opportunity to register such number of Registrable Shares as each such holder may request. Upon the written request of any Investor given within ten (10) days after receipt the giving of any such notice of its or their desire to include any such securities in such proposed registration statementby the Company, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity use its reasonable best efforts to have any such Warrant Securities registered under cause to be included in such registration statement. In the event any underwriter underwriting Registrable Shares of such selling Investor, to the sale extent requested to be registered, among all holders of securities registered by Registrable Shares and other persons entitled to the inclusion of their shares in such registration statement shall limit registration, pro rata on the basis of the number of securities includable shares of Common Stock that owned or held by such selling Investor to all of the shares of Common Stock owned or held by all holders and other persons entitled to be included within such registration; provided that (i) the number of Registrable Shares proposed to be sold by such selling Investor is equal to at least twenty-five percent (25%) of the total number of Registrable Shares then held by such selling Investor, (ii) such selling Investor agrees to sell those of its Registrable Shares to be included in such registration by shareholders in the same manner and on the same terms and conditions as the other shares of Common Stock which the Company proposes to register, and (iii) if the registration is to include shares of Common Stock to be sold for the account of the Company or any party exercising demand registration rights pursuant to any other agreement with the Company, the proposed managing underwriter does not advise the Company that in its opinion the inclusion of such selling Registrable Shares (without any reduction in the number of shares to be sold for the account of the Company or such securities party exercising demand registration rights) is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock offered, in which case the rights of such selling Investor shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this as provided in Section (irrespective of whether a written request for inclusion of any such securities shall have been made3(b) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofhereof.

Piggyback Registration. IfIf at time after the date hereof, at any time commencing one year from the effective date of the Corporation proposes to file a registration statement and expiring four (4) years thereafter, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (with respect to a primary offering by the "Act") Corporation for its own account (other than in connection with a merger "rights offering" to shareholders of the Corporation) on a form suitable for a secondary offering and/or a secondary offering on behalf of a shareholder of the Corporation, then the Corporation will notify each Warrantholder (including for the purpose of this section 8 any subsequent holder or pursuant to Form X-0, X-0 or other comparable registration statementholders of the Warrants and/or Warrant Shares) it will give written notice by registered mail, at least thirty (30) days prior to the proposed filing of each such registration statementstatement (the "Corporate Notice"), to specifying in the Holders and to all other Holders Corporate Notice the form of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the number of shares of Common Stock or other securities which the Company shall afford each proposes to register, the name of the Underwriter managing underwriter or underwriters (if any), (which may be Xxxxxxxxxxx pursuant to an existing agreement with the Corporation) and such Holders the general terms and conditions of the Warrants and/or proposed registration. Within fifteen (15) days of the Corporate Notice, any Warrantholder may deliver a notice in writing to the Corporation (the "Holder Notice") requesting that the Corporation include in such registration statement some or all of the Warrant Securities Shares. The Corporation shall include the opportunity Warrant Shares in the registration statement, and, if any proposed sale is to have any be underwritten, to see that the underwriters purchase such Warrant Securities registered under such registration statementShares. In the event that any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section subsection shall be, in whole or in part, an underwritten offering of securities of the Corporation, any request by a Warrantholder pursuant to this subsection to register the Warrant Shares must specify that such shares are to be included in the underwriting on the same terms and conditions as the securities, if any, otherwise being sold through underwriters under such registration; PROVIDED, HOWEVER, that if the managing underwriter or underwriters of such offering request in writing, at least fifteen (irrespective 15) days prior to the date that the registration statement becomes effective, that part or all of whether a written request for the Warrant Shares be excluded from the registration statement on the ground that the inclusion of such Warrant Shares with the securities which the other shareholders and the Corporation propose to include in such offering will materially adversely affect the success of the offering or offering price of the Common Stock being sold, certain of the securities, including such Warrant Shares, will be excluded from the registration statement as set forth below in this subsection. If the underwriters agree to purchase any or all of the Warrant Shares, the Warrantholders will enter into an underwriting agreement with the underwriters and will sell such securities shall have been made) Warrant Shares to elect not the underwriters unless and except to file any such proposed registration statementthe extent that, upon written notice to the Corporation and the managing underwriter or to withdraw the same after the filing but underwriters at least two days prior to the effective date thereofof the registration statement, any such Warrantholder withdraws any portion of such Warrant Shares. If the underwriters elect to reduce the amount of securities to be offered and thereby purchase less than all of the Warrant Shares, such reduction of Warrant Shares to be purchased by the underwriter shall be made pro rata among the aggregate of Warrant Shares that were included in the timely requests from Warrantholders under this subsection 8.1 and the shares of other holders of the Corporation's securities with piggyback registration rights who exercised their rights to participate in the subject registration statement. To the extent Warrant Shares held by the Warrantholders are so reduced, such shares will be excluded from the registration statement. Warrantholders shall have no right to participate in the selection of the underwriters for the offering pursuant to this subsection. The rights granted in this subsection 8.1 shall expire five (5) years after the date hereof.

Piggyback Registration. If, In the event that Blockbuster at any time commencing one year from after the effective date of the registration statement and expiring four (4) years thereafter, the Company IPO Date proposes to register any of its Blockbuster Common Stock, any other of its equity securities or securities convertible into or exchangeable for its equity securities (collectively, including Blockbuster Common Stock, "OTHER SECURITIES") under the Securities Act Act, whether or not for sale for its own account, in a manner that would permit registration of 1933Registrable Securities for sale for cash to the public under the Securities Act, as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0, X-0 or other comparable registration statement) it will shall at each such time give prompt written notice by registered mail, at least thirty (30) days prior to the filing each Holder of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Registrable Securities of its intention to do so. If the Holder or other Holders so and of the Warrants and/or Warrant rights of such Holder under this Section 2.02. Subject to the terms and conditions hereof, such notice shall offer each such Holder the opportunity to include in such registration statement such number of Registrable Securities notify as such Holder may request. Upon the Company within twenty (20) days after receipt written request of any such Holder made within 15 days after the receipt of Blockbuster' notice of its or their desire to include any such securities in such proposed registration statement, the Company (which request shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit specify the number of securities includable Registrable Securities intended to be disposed of and the intended method of disposition thereof), Blockbuster shall use its reasonable best efforts to effect, in such connection with the registration by shareholders of the CompanyOther Securities, the number registration under the Securities Act of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled all Registrable Securities which Blockbuster has been so requested to piggyback registration rights. Notwithstanding the provisions of this Sectionregister, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date extent required to permit the disposition (in accordance with such intended method of disposition thereof.) of the Registrable Securities so requested to be registered; PROVIDED that:

Piggyback Registration. If, at any time commencing one year from after the effective date hereof until the expiration of the registration statement and expiring four (4) years thereafterWarrant Exercise Term, the Company proposes to register any of its securities under the Act on a registration statement that may be used for the registration of the Warrant Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or merger, pursuant to Form X-0, X-0 or other comparable registration statement, in connection with a registration requested pursuant to Section 6.3 hereof or in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) it will give written notice by registered mail, at least thirty (30) business days prior to the filing of each such registration statement, to the Holders Agent and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder Agent or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities Warrant Securities in such proposed registration statement, the Company shall afford each of the Underwriter Agent and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionSection 6.2, (A) the Company shall have the right at any time after it shall have given written notice pursuant to this Section 6.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect to postpone or not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof and (B) if the underwriter or underwriters, if any, of any such proposed public offering shall be of the reasonable opinion that the total amount or kind of securities held by the holders of Warrant Securities and any other persons or entities entitled to be included in such Public Offering would adversely affect the success of such public offering, then the amount of securities to be offered for the accounts of holders of Warrant Securities shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such public offering to the amount reasonably recommended by the underwriter or underwriters thereof, whereupon the Company shall only be obligated to register such limited portion (which may be none) of the Warrant Securities with respect to which such holder has provided notice pursuant to this Section 6.2. In no event shall the Company be required pursuant to this Section 6.2 to reduce the amount of securities to be registered by it.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act of 1933, as amended (the "Act") (other than in connection with the public offering of such shares for cash (a merger "Proposed Registration") other than a registration statement on Form --------------------- S-8 or pursuant to Form X-0, X-0 S-4 or any successor or other comparable registration statementforms promulgated for similar purposes and (ii) it will a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty of such Proposed Registration. Each Holder shall have ten (3010) days prior Business Days from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its commercially reasonable efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone -------- ------- or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether 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 written request for limitation on the number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of any such securities Registrable Securities shall have been made) be made pro rata among the Holders seeking to elect not to file any such proposed include Registrable Securities in a registration statement, or to withdraw the same after the filing but prior in proportion to the effective date thereofnumber of Registrable Securities sought to be included by such Holders; 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 securities in the registration statement 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 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.

Piggyback Registration. If, (a) If at any time commencing one year or from time to time prior to the effective date fifth anniversary of an IPO the Company proposes to file a registration statement under the 1933 Act with respect to an offering by the Company for its own account or for the account of any other Person of any class of equity security of the Company, including any security convertible into or exchangeable for any such equity security, then the Company shall in each case give written notice of such proposed filing to the Holder at least thirty days before the anticipated filing date, and such notice shall offer the Holder the opportunity to register such number of Registrable Securities as the Holder may request (a "Piggyback Registration"). The Company shall use reasonable diligence to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holder to include the Registrable Securities requested by the Holder to be included in the registration statement and expiring four (4) years thereafter, in such offering on the same terms and conditions as any similar securities of the Company proposes to register any of its securities under the Securities Act of 1933, as amended included therein (the "Act") (other than in connection with a merger or pursuant to Form X-0, X-0 or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior except to the filing of each such registration statementextent provided otherwise in the Pecks Registration Rights Agreement), to the extent permitted by applicable law. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering informs the Company and the Holders and to all other Holders of the Warrants and/or the Warrant Securities requesting such registration by letter of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit belief that the number of securities includable requested to be included in such registration (the "Requested Securities") exceeds the number which can be sold in (or during the time of) such offering or that the inclusion would adversely affect the marketing or the selling price of the securities to be sold, then the amount or kind of Requested Securities to be offered for the accounts of all Persons whose shares of Requested Securities were requested to be included in such offering shall be reduced pro rata with respect to each such Person to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by shareholders such managing underwriter, such a reduction not to include shares of (i) if the registration initially occurs at the insistence of the Company, the number Company, (ii) if such registration occurs due to a demand registration right, shares of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statementPerson making that demand, or to withdraw (iii) the same after Purchaser under the filing but prior Pecks Registration Rights Agreement, to the effective date thereofextent provided otherwise in such Pecks Registration Rights Agreement.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act in connection with the public offering of 1933, as amended (the "Act") such shares for cash (other than a registration relating solely to the sale of securities to participants in connection with a merger Company stock plan or pursuant to employee stock award or a registration on Form X-0S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, X-0 a business combination involving an exchange of securities or other comparable an exchange offer for securities of the issuer or another entity) (a "Proposed Registration") and (ii) a registration statement) it will statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least of such Proposed Registration. Each Holder shall have thirty (30) days prior from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether the Company, the managing underwriter(s) thereof shall impose a written request for limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distributions, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of Registrable Securities sought to be included by such Holders; 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 any such securities shall have been made) in such Registration Statement or are not entitled to elect not to file any such proposed registration statementpro rata inclusion with the Registrable Securities; and provided, or to withdraw the same further, however, that, after the filing but prior giving effect to the effective date thereofimmediately preceding proviso, 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.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act of 1933, as amended (the "Act") (other than in connection with the public offering of such shares for cash (a merger “Proposed Registration”) other than a registration statement on Form S-8 or pursuant to Form X-0, X-0 any successor or other comparable registration statementforms promulgated for similar purposes and (ii) it will a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty of such Proposed Registration. Each Holder shall have five (305) days prior Business Days from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder’s intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether 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 written request for limitation on the number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of any such securities Registrable Securities shall have been made) be made pro rata among the Holders seeking to elect not to file any such proposed include Registrable Securities in a registration statement, or to withdraw the same after the filing but prior in proportion to the effective date thereofnumber of Registrable Securities sought to be included by such Holders; 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 securities in the registration statement 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 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. In no event shall the Company include any securities other than the Registrable Securities on the Registration Statement or on any registration statement filed by the Company on behalf of the Holders pursuant to the terms hereof.

Piggyback Registration. If, If at any time commencing one year from after the effective initial public offering of the Company's Common Stock, SIK proposes to include in a registration statement being filed under the Securities Act on any form (other than on Form S-8 or any successor form) any shares of Common Stock he owns, the Company or SIK shall give written notice to each Family Holder at least 10 days before the initial filing of that registration statement, which notice (a "Notice of Registration") shall set forth the intended method of disposition of the securities proposed to be registered by SIK. Each Notice of Registration shall offer to include in the registration statement up to a number of shares of Common Stock owned by each Family Holder equal to the product of (a) the number of shares owned by such Family Holder and/or such Family Holder's Permitted Transferees as of the date of the agreement and (b) a fraction, the numerator of which is the number of shares SIK proposes to include in the registration statement and expiring four the denominator of which is the total number of shares SIK owns as of the date of the agreement. If any Family Holder or Permitted Transferee desires to have shares of Common Stock (4up to the maximum number permitted by the preceding sentence) years thereafterso included, such Family Holder or Permitted Transferee shall so notify SIK and the Company in writing, within 10 days after the date of delivery of the Notice of Registration, specifying the number of shares for which registration is requested. The Company shall thereupon include in the registration statement the number of shares of Common Stock for which registration is so requested, subject to the next sentence. If the managing underwriter of a proposed public offering that is the subject of any such registration statement advises the Company or SIK in writing that, in its opinion, the distribution of the shares requested to be included in the registration by all Family Holders, their Permitted Transferees and all other selling stockholders (including SIK) would adversely affect a distribution by the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0, X-0 or other comparable registration statement) it will give written notice covered by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable shares requested to be registered by Family Holders and Permitted Transferees shall be reduced in such registration by shareholders of the Company, same proportion as the number of such securities shall be allocated pro rata among the holders shares of Warrants and the holders of all other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section selling stockholders (irrespective of whether a written request for inclusion of any such securities shall have been madeincluding SIK) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofis reduced.

Piggyback Registration. If, (a) If at any time commencing one year from or times after the effective date of the registration statement and expiring four (4) years thereafter, hereof while any Registrable Securities are outstanding the Company proposes to register any of its securities under the Securities Act any shares of 1933, as amended (the "Act") Common Stock (other than (i) a registration on Form S-8 or any successor form or in connection with any employee or director welfare, benefit or compensation plan, (ii) a registration on Form S-4 or any successor form or in connection with an exchange offer, (iii) a registration in connection with a merger securities or rights offering exclusively to the Company's securityholders, (iv) a registration in connection with an offering solely to employees of the Company or its affiliates, (v) a registration relating to a transaction pursuant to Form X-0Rule 145 or any other similar rule of the Commission under the Securities Act or (vi) a shelf registration), X-0 or other comparable registration statement) it then the Company will give written notice by registered mail, of such proposed registration to the Holders at least thirty ten (3010) business days before the filing of any Registration Statement with respect thereto. If within five (5) business days after such notice is given, the Company receives a written request from any Holder for the inclusion in such Registration Statement of some or all of the Registrable Securities held by such Holder (which request will specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company will (subject to the provisions of paragraphs (b) and (c) of this Section 2) include such Registrable Securities in such Registration Statement. The Company may withdraw a Registration Statement filed under this Section 2 at any time prior to the filing time it becomes effective, provided that the Company will give prompt notice of each such registration statement, withdrawal to the Holders and which requested to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities be included in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statementRegistration Statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company Each Holder shall have the right at any time after it shall have given written notice to request inclusion of such Holder's Registrable Securities in up to three Registration Statements pursuant to this Section (irrespective 2(a). The rights of whether a written request for inclusion of any the Holders under this Section 2(a) will terminate on the date on which the third Registration Statement to which such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw rights apply is declared effective by the same after the filing but prior to the effective date thereofCommission.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act of 1933, as amended (the "Act") (other than in connection with the public offering of such shares for cash (a merger "Proposed Registration") other than a registration statement on Form S-8 or pursuant to Form X-0, X-0 S-4 or any successor or other comparable registration statementforms promulgated for similar purposes and (ii) it will a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty of such Proposed Registration. Each Holder shall have ten (3010) days prior Business Days from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holders. If, in connection with any underwritten public offering for the account of whether 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 written request for limitation on the number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of any such securities Registrable Securities shall have been made) be made pro rata among the Holders seeking to elect not to file any such proposed include Registrable Securities in a registration statement, or to withdraw the same after the filing but prior in proportion to the effective date thereofnumber of Registrable Securities sought to be included by such Holders; 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 securities in the registration statement 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 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.

Piggyback Registration. (a) If, at any time commencing one year from during the effective twelve years following the date of the registration statement and expiring four (4) years thereafterthis Agreement, the Company proposes to register prepare and file one or more registration statement(s) filed in connection with a public offering covering equity securities of the Company, or any such securities of the Company held by its securities under the Securities Act of 1933, as amended (the "Act") shareholders (other than in connection with an exchange offer, a merger "rights" offering to shareholders, an offering relating to an employee benefit plan, dividend reinvestment plan, an acquisition, a merger, the conversion of any convertible securities, an exchange of a security, or pursuant a stand-by underwriting with respect to Form X-0the call of a warrant, X-0 option, right or other comparable registration statement) convertible security for redemption), (for purposes of this Article 7, collectively, a "Registration Statement"), it will give written notice of its intention to do so by registered mailmail ("Notice"), at least thirty (30) business days prior to the filing of each such registration statementRegistration Statement, to the Holders and to all other Holders holders of the Warrants and/or Registrable Securities or, in the Warrant Securities of event that the Company has not formulated its intention intent to do so. If file such Registration Statement at least thirty (30) calendar days before the Holder or other Holders anticipated filing date of the Warrants and/or Warrant Securities notify Registration Statement, as soon as practicable upon the formation by the Company of such intent. However, no such Notice need be given if the Registration Statement is for an underwritten offering of securities other than equity securities or securities convertible into equity securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of any such notice of its or their desire to the Notice, that the Company include any such securities of the Requesting Holder's Registrable Securities in such the proposed registration statementRegistration Statement, the Company shall afford shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Underwriter Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders. The Company shall not be required to honor any such request (i) if, in the opinion of counsel to the Company reasonably acceptable to such Holder who wishes to have such Registrable Securities included in such Registration Statement, registration under the Act is not required for the transfer of the Registrable Securities in the manner proposed by such Holder; or (ii) to register in the aggregate fewer than 25,000 Shares held by the Holders. The Company shall permit, or shall use its best efforts to cause the managing underwriter of a proposed offering to permit, the Holders of Registrable Securities requested to be included in the Warrants and/or Warrant Securities registration (the opportunity "Piggy-Back Shares") to have include such Piggy-Back Shares in the proposed offering on the same terms and conditions as applicable to the shares of Common Stock offered by the Company and for the account of any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of person other than the Company, as the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofcase may be.

Piggyback Registration. If(a) Subject to Section 1.2, if Issuer proposes to register any Issuer Common Stock under the Securities Act at any time following the expiration of the Restricted Period (other than (x) a registration on Form S-8 or Form S-4 or any similar or successor form under the Securities Act, relating to Issuer Common Stock or any other class of Issuer Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan or in connection with a direct or indirect acquisition by Issuer of another Person or (y) in connection with a rights offering), Issuer will give notice to Investor at least twenty (20) Business Days prior to the anticipated filing date of the registration statement relating to such registration and offer Issuer the opportunity to include in such registration statement the number of Registrable Securities as Investor may request (a “Piggyback Registration”), subject to Section 2.2(b). Upon Investor’s request made within ten (10) days after the receipt of such notice from Issuer specifying the number of Registrable Securities intended to be registered by Investor, Issuer will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that Investor has so requested to include in such registration statement, to the extent required to permit the disposition of the Registrable Securities to be registered in accordance with the plan of distribution intended by Issuer for such registration statement, except that (i) if such registration involves a Public Offering, and if Investor has requested to be included in the applicable registration statement, Investor must sell its Registrable Securities to the underwriters selected by Issuer on the same terms and conditions as apply to the Persons on whose behalf the registration statement was initially undertaken and (ii) if, at any time commencing one year from after giving notice of its intention to register any shares of Issuer Common Stock pursuant to this Section 2.2(a) and prior to the effective date of the registration statement filed in connection with such registration, Issuer determines for any reason not to register such securities, Issuer will give Investor notice thereof and expiring four (4) years thereafter, the Company proposes will be relieved of its obligation to register any of its securities under the Registrable Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0, X-0 or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofregistration.

Piggyback Registration. If, If the Company at any time commencing one year from the effective date of the proposes to file a registration statement and expiring four (4) years thereafterwith respect to any class of equity securities, the Company proposes to register any of whether for its securities under the Securities Act of 1933, as amended (the "Act") own account (other than the Current Registration Statements or in connection with any registration statement contemplated by Section 3 or a merger registration statement on Form S-4 or pursuant S-8 (or any successor or substantially similar form), or a registration statement filed in connection with an exchange offer or offering or securities solely to Form X-0the Company's existing securityholders), X-0 or other comparable registration statement) it will for the account of a holder of securities of the Company (a "Requesting Securityholder"), then the Company shall in each case give written notice by registered mail, of such proposed filing to the Securityholder at least thirty (30) days prior to 15 Business Days before the anticipated filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt date of any such notice of its or their desire to include any such securities in such proposed registration statementstatement by the Company, the Company shall afford each of the Underwriter and such Holders of notice shall offer to the Warrants and/or Warrant Securities Securityholder the opportunity to have any such Warrant or all of the Registrable Securities registered under held by the Securityholder included in such registration statement. In If the event Securityholder desires to have its Registrable Securities registered under this Section 4, the Securityholder shall so advise the Company in writing within 15 days after the date of receipt of such notice (which request shall set forth the amount of Registrable Securities for which registration is requested), and the Company shall include in such Registration Statement all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any underwriter underwriting such proposed public offering advises the sale Company in writing that the total amount or kind of securities registered which the Securityholder, the Company and any other persons or entities intended to be included in such proposed public offering is sufficiently large to materially adversely affect the success of such proposed public offering, then (A) the amount or kind of securities to be offered for the accounts of the Company and holders of securities of the Company (except for the Securityholder), to the extent that the Company did not initiate such registration for its own account or such holders of securities are not Requesting Securityholders, shall first be reduced pro rata, and (B) if the amount of securities to be offered for such accounts is reduced to zero, to the extent further reduction is necessary, the amount or kind of securities to be offered for the account of the Securityholder shall next be reduced to the extent necessary to reduce the total amount or kind of securities to be included in such proposed public offering to the amount or kind recommended by such registration statement shall limit managing underwriter or underwriters before the number of securities includable in such registration offered by shareholders of the Company, to the extent the Company has initiated the registration for its own account, or any Requesting Securityholder, are so reduced. If the securities proposed to be included by the Securityholder are reduced, then number of such securities registration requests permitted to the Securityholder pursuant to Section 3(a) shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rightsincreased by one for each such reduction. Notwithstanding the provisions of this Sectionforegoing, the Company shall have the right may withdraw any registration statement that is subject to this Section 4 at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereoftime it became effective.

Piggyback Registration. IfAt any time following a Public Offering, if the Company at any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Company proposes to register any of its securities Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of 1933other 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 Registrable Securities for sale to the public), as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0, X-0 or other comparable registration statement) each such time it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities Investor of its intention so to do sodo. If Upon the Holder or other Holders written request of the Warrants and/or Warrant Securities notify an Investor received by the Company within twenty (20) 10 days after receipt the giving of any such notice by the Company, to register such number of its shares of Registrable Securities held by Investor (or their desire by persons taking from Investor pursuant to include any such securities a Permitted Disposition) specified in such proposed registration statementwritten request, the Company will cause the Registrable Securities as to which registration shall afford each 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 Investor (in accordance with its written request) of the Underwriter and such Holders of the Warrants and/or Warrant Registrable Securities the opportunity to have any such Warrant Securities registered under such registration statementso registered. In the event that any underwriter underwriting the sale registration pursuant to this Section 4.2 shall be, in whole or in part, an underwritten public offering of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the CompanyCommon Stock, the number of shares of Registrable Securities to be included in such securities an underwriting may be reduced if and to the extent that the managing underwriter shall be allocated pro rata among 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 Warrants Registrable Securities who are not Investor, and if a further reduction is necessary in the holders judgment of other securities entitled the managing underwriter, then, Investor proposing to piggyback sell Registrable Securities in the offering shall bear the reduction on a pro-rata basis, based on the number of shares of Registrable Securities that Investor proposed to offer for sale in the Offering, or if Investor holds a majority of the shares of Registrable Securities that Investor may elect to withdraw from such registration rightsall shares of Registrable Securities held by Investor as to which registration was requested. Notwithstanding the provisions of this Sectionforegoing provisions, the Company shall have may for any reason and without the right at consent of Investor withdraw any time after it shall have given written notice pursuant registration statement referred to in this Section (irrespective of whether a written request for inclusion of 4.2 without thereby incurring any such securities shall have been made) liability to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofInvestor.

Piggyback Registration. If, If at any time during the five-year period commencing one year from on the effective date of the registration statement Effective Date and expiring four (4) ending five years thereafterhence, the Company proposes shall determine to register for its own account or the account of others under the 1933 Act any of its securities under the Securities Act of 1933equity securities, as amended (the "Act") (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with a merger any acquisition of any entity or pursuant to Form X-0business, X-0 or equity securities issuable in connection with stock option or other comparable employee benefit plans, the Company shall send to each Holder of Warrants or Shares, who is entitled to registration statementrights under this Section 14(a) it will give written notice by registered mailof such determination and, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company if within twenty (20) days after receipt of any such notice of its or their desire to include any notice, such securities Holder shall so request in such proposed registration statementwriting (hereafter a "Selling Holder"), the Company shall afford each include in such Registration Statement all or any part of the Underwriter and such Holders Shares issuable upon exercise of the Warrants and/or Warrant Securities (the opportunity "Registrable Securities") such Selling Holder requests to have any such Warrant Securities registered be registered. The obligations of the Company under such registration statementthis Section 14(a) may be waived by Holders holding a majority in interest of the Registrable Securities. In the event any that the managing underwriter underwriting for said offering advises the sale Company in writing that the inclusion of securities registered such Registrable Securities in the offering would be materially detrimental to the offering, then the Company shall be required to include in the offering only that number of Registrable Securities which the managing underwriter determines in its sole discretion will not jeopardize the success of the offering (the Registrable Securities so included to be apportioned pro rata among all Selling Holders according to the total amount of Registrable Securities entitled to be included therein owned by each selling holder or in such other proportions as shall mutually be agreed to by such registration statement selling holders); PROVIDED HOWEVER, that in no event shall limit any Holder of Registrable Securities have the number of shares of such securities includable reduced in such offer unless and until any holders of non-Registrable Securities intending to participate in such offering (which selling holders' registration rights, if any, were granted by shareholders of the Company, Company from and after the date hereof) first shall have had the number of their shares of such securities reduced up to the amount of securities the managing underwriter has determined in its sole discretion shall be allocated pro rata among excluded from the holders of Warrants offering; and the holders of other securities entitled to piggyback PROVIDED FURTHER, that in no event shall any Shares being sold by a Holder properly exercising a demand registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this granted in Section (irrespective of whether a written request for inclusion of any 14(b) be excluded from such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofoffering.

Piggyback Registration. If, at any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0S-8, X-0 S-4 or other comparable registration statement) it will give written xxxx xxitten notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include the resale of any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have the resale of any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. IfAfter the registration under Section 5(a) hereof, and for a period ending two years from the date hereof, if the Company at any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than a registration effected solely to implement an employee benefit plan, a transaction to which Rule 145 of the SEC is applicable or any other form or type of registration in connection with a merger or which the Buyer's Registrable Shares cannot be included pursuant to Form X-0SEC rule or practice), X-0 or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities Buyer of its intention to do so. If the Holder or other Holders such registration is proposed to be on a form which permits inclusion of the Warrants and/or Warrant Securities notify Buyer's Registrable Shares, upon the Company written request (stating the intended method of disposition of such securities) of the Buyer given within twenty thirty (2030) days after receipt transmittal by the Company to the Buyer of any such notice of its or their desire to include any such securities in such proposed registration statementnotice, the Company shall afford each will, subject to the limits contained in this Agreement, use its best efforts to cause all such Registrable Shares of the Underwriter Buyer to be registered under the Securities Act and qualified for sale under any state securities law, all to the extent requisite to permit such Holders sale or other disposition by the Buyer, except that if the Company receives a written opinion of a managing underwriter that the inclusion of any or all of such Registrable Shares would adversely affect the marketing of the Warrants and/or Warrant Securities the opportunity securities to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by be sold pursuant to such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have not be required to register any or all of such Registrable Shares. Sections 5(b) through 5(o) hereof shall apply to any registration in which the right at any time after it Buyer participates, and in such event, the term "Registration Statement" shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any mean the registration statement filed in connection with such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofregistration.

Piggyback Registration. If, at any time during the five (5) year period commencing one year from on the date this Warrant is issued, the Warrant Shares are not included in an effective date of the registration statement and expiring four (4) years thereafterstatement, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0S-8, X-0 S-4 or other a comparable registration statement) it ), the Company will give written notice by registered mail, at least thirty twenty (3020) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities Holder of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify notifies the Company within twenty ten (2010) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities Holder the opportunity to have any such the Warrant Securities Shares registered under such registration statement. In ; PROVIDED, HOWEVER, that notwithstanding anything to the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Sectioncontrary provided herein or elsewhere, the Company shall have shall, as noted above in subsection (a) include all of the right shares of Common Stock issuable upon execution of the Warrant as part of the Registration Statement it is obligated to file pursuant to the private placement and no notice need be provided by the Company or the Holder; PROVIDED, FURTHER, that (i) if, at any time after it shall have given giving written notice pursuant of its intention to this Section (irrespective of whether a written request for inclusion of register any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereof.of the registration statement filed in connection with such registration, the Company determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any securities in connection with such registration, and (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of the Warrant Shares for the same period as the delay in registering such other securities. COVENANTS OF THE COMPANY WITH RESPECT TO REGISTRATION. In connection with any registration under SECTION 17(B) hereof, the Company covenants and agrees as follows:

Piggyback Registration. If, (a) If ActivCard at any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Company proposes for any reason to register any of its securities Ordinary Shares under the Securities Act of 1933, as amended (the "Act") (other than a registration relating to the initial public offering of Ordinary Shares by Activcard (including Ordinary Shares in connection with the form of American Depositary Shares) in the United States, a merger registration relating solely to employee benefit plans, or pursuant to a registration on registration statement Form X-0, Xxxx X-0 or other comparable any registration statement) form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, in each case, promulgated under the Securities Act or any successor forms thereto), it will shall give written notice by registered mail, at least thirty (30) days prior to the filing holders of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities Registrable Shares of its intention to do so. If so register such Ordinary Shares at least 30 days before the Holder or other Holders initial filing of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In Upon the event any underwriter underwriting written request of the sale holders of securities registered by such registration statement shall limit the number of securities includable Registrable Shares to include Registrable Shares in such registration (which request (i) must be delivered to ActivCard within 15 days after delivery by shareholders ActivCard of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 3(a), (irrespective ii) shall specify the number of whether a written request for Registrable Shares proposed to be included in such registration and (iii) shall state that such holders of Registrable Shares desire to sell such Registrable Shares in the public securities markets), ActivCard shall use its best efforts to cause all such Registrable Shares 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 advises ActivCard that the inclusion of any all Registrable Shares proposed to be included in such securities registration would interfere with the successful marketing (including pricing) of the Primary Shares or Other Shares proposed to be registered by ActivCard, then the number of Primary Shares, Registrable Shares and/or Other Shares proposed to be included in such registration shall have been made) to elect not to file any such proposed registration statement, or to withdraw be included in the same after the filing but prior to the effective date thereof.following order:

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act of 1933, as amended (the "Act") (other than in connection with the public offering of such shares for cash (a merger "Proposed Registration") other than a registration statement on Form S-8 or pursuant to Form X-0, X-0 any successor or other comparable registration statementforms promulgated for similar purposes and (ii) it will a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty of such Proposed Registration. Each Holder shall have ten (3010) days prior Business Days from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone, withdraw or delay any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether 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 written request for limitation on the number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of any such securities Registrable Securities shall have been made) be made pro rata among the Holders seeking to elect not to file any such proposed include Registrable Securities in a registration statement, or to withdraw the same after the filing but prior in proportion to the effective date thereofnumber of Registrable Securities sought to be included by such Holders; 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 securities in the registration statement 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 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. In no event shall the Company include any securities other than the Registrable Securities on the Registration Statement or on any registration statement filed by the Company on behalf of the Holders pursuant to the terms hereof.

Piggyback Registration. If, If at any time commencing one year from during the effective date term of the registration statement and expiring four this Agreement, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act of 1933, as amended (the "Act") (other than in connection with the public offering of such shares for cash (a merger "Proposed Registration") other than a registration statement on Form S-8 or pursuant to Form X-0, X-0 any successor or other comparable registration statementforms promulgated for similar purposes and (ii) it will a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty of such Proposed Registration. Each Holder shall have ten (3010) days prior Business Days from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone, withdraw or delay any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether 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 written request for limitation on the number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of any such securities Registrable Securities shall have been made) be made pro rata among the Holders seeking to elect not to file any such proposed include Registrable Securities in a registration statement, or to withdraw the same after the filing but prior in proportion to the effective date thereofnumber of Registrable Securities sought to be included by such Holders; 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 securities in the registration statement 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 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.

Piggyback Registration. If(a) If the Company proposes to file a registration statement under the 1933 Act with respect to an offering by the Company for its own account or for the account of any other Person of any class of equity security, including any security convertible into or exchangeable for any equity security, then the Company shall in each case give written notice of such proposed filing to the Holder at any time commencing one year from least shiny days before the effective date anticipated filing date, and such notice shall offer the Holder the opportunity to register such number of Registrable Securities as the Holder may request (a "Piggyback Registration"). The Company shall use reasonable diligence to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holder to include the Registrable Securities requested by the Holder to be included in the registration statement and expiring four (4) years thereafter, in such offering on the same terms and conditions as any similar securities of the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0, X-0 or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statementincluded therein, to the Holders and extent permitted by applicable law. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers a written opinion to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders that the total amount of securities which the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire Holder requests to include any such securities in such proposed registration statementoffering is sufficiently large to materially and adversely affect the success of such offering, then the Company amount or kind of Registrable Securities to be offered for the accounts of all Persons whose shares of Registrable Securities were requested to be included in such offering shall afford be reduced pro rata with respect to each of such Person to the Underwriter and such Holders of extent necessary to reduce the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale total amount of securities registered to be included in such offering to the amount recommended by such managing underwriter, such a reduction not to include shares of (i) if the registration statement shall limit initially occurs at the number of securities includable in such registration by shareholders insistence of the Company, the number Company or (ii) if such registration occurs due to a demand under a right similar to that in Section 2.2 hereof, shares of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofPerson making that demand.

Piggyback Registration. (a) If, at any time commencing one year from during the effective seven years following the date of the registration statement and expiring four (4) years thereafterthis Agreement, the Company proposes to register prepare and file one or more registration statement(s) filed in connection with a public offering covering equity securities of the Company, or any such securities of the Company held by its securities under the Securities Act of 1933, as amended (the "Act") shareholders (other than in connection with an exchange offer, a merger "rights" offering to shareholders, an offering relating to an employee benefit plan, dividend reinvestment plan, an acquisition, a merger, the conversion of any convertible securities, an exchange of a security, or pursuant a stand-by underwriting with respect to Form X-0the call of a warrant, X-0 option, right or other comparable registration statement) convertible security for redemption), (for purposes of this Article 7, collectively, a "Registration Statement"), it will give written notice of its intention to do so by registered mailmail ("Notice"), at least thirty (30) business days prior to the filing of each such registration statementRegistration Statement, to the Holders and to all other Holders holders of the Warrants and/or Registrable Securities or, in the Warrant Securities of event that the Company has not formulated its intention intent to do so. If file such Registration Statement at least thirty (30) calendar days before the Holder or other Holders anticipated filing date of the Warrants and/or Warrant Securities notify Registration Statement, as soon as practicable upon the formation by the Company of such intent. However, no such Notice need be given if the Registration Statement is for an underwritten offering of securities other than equity securities or securities convertible into equity securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of any such notice of its or their desire to the Notice, that the Company include any such securities of the Requesting Holder's Registrable Securities in such the proposed registration statementRegistration Statement, the Company shall afford shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Underwriter Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders. The Company shall not be required to honor any such request (i) if, in opinion of counsel to the Company reasonably acceptable to such Holder who wishes to have such Registrable Securities included in such Registration Statement, registration under the Act is not required for the transfer of the Registrable Securities in the manner proposed by such Holder; or (ii) to register in the aggregate fewer than 25,000 Shares held by the Holders. The Company shall permit, or shall use its best efforts to cause the managing underwriter of a proposed offering to permit, the Holders of Registrable Securities requested to be included in the Warrants and/or Warrant Securities registration (the opportunity "Piggy-Back Shares") to have include such Piggy-Back Shares in the proposed offering on the same terms and conditions as applicable to the shares of Common Stock offered by the Company and for the account of any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of person other than the Company, as the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofcase may be.

Piggyback Registration. If(i) If the Company proposes to file a registration statement under the Securities Act with respect to an underwritten offering of equity securities (A) for the Company's own account or (B) for the account of any of the holders of its equity securities, at then the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in no event less than 20 business days before the anticipated filing date), and such notice shall offer such Holder the opportunity to register such number of shares of Registrable Securities as such Holder may request on the same terms and conditions as the Company's or such holder's equity securities (a "Piggyback Registration"). Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares of Common Stock desired to be registered) within 15 business days after the date of such notice from the Company. Any Holder shall have the right to withdraw such request for inclusion of such Holder's Registrable Securities in any time commencing one year from registration statement pursuant to this section by giving written notice to the Company of such withdrawal prior to the effective date of the registration statement and expiring four (4Registration Statement. Subject to Section 2(c)(ii) years thereafter, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0, X-0 or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementbelow, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by include in such registration statement shall limit the number of securities includable in all such registration by shareholders of the CompanyRegistrable Securities requested to be included therein; PROVIDED, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHOWEVER, that the Company shall have the right may at any time after withdraw or cease proceeding with any such registration if it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw at the same after time withdraw or cease proceeding with the filing but prior registration of all other securities originally proposed to the effective date thereofbe registered.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act in connection with the public -3- offering of 1933, as amended (the "Act") such shares for cash (other than a registration relating solely to the sale of securities to participants in connection with a merger Company stock plan or pursuant to employee stock award or a registration on Form X-0S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, X-0 a business combination involving an exchange of securities or other comparable an exchange offer for securities of the issuer or another entity) (a "Proposed Registration") and (ii) a registration statement) it will statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least of such Proposed Registration. Each Holder shall have thirty (30) days prior from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective paragraph 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether the Company, the managing underwriter(s) thereof shall impose a written request for limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distributions, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of Registrable Securities sought to be included by such Holders; 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 any such securities shall have been made) in such Registration Statement or are not entitled to elect not to file any such proposed registration statementpro rata inclusion with the Registrable Securities; and provided, or to withdraw the same further, however, that, after the filing but prior giving effect to the effective date thereofimmediately preceding proviso, 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 before any Holder includes any or all of its Registrable Securities in any registration statement relating to an underwritten public offering with respect to which, in the good faith opinion of the managing underwriter, the inclusion in the offering of all shares requested to be registered by all persons holding registration rights would materially jeopardize the successful marketing of the securities to be sold.

Piggyback Registration. If, at any time commencing one year from time, the Company determines to register for its own account or for the account of others any of its equity securities (including securities convertible into equity securities, but excluding equity securities being registered pursuant to a registration statement on Form S-8 and equity securities issued in connection with mezzanine debt or senior bank financing of the Company or equity securities issued upon conversion or exchange thereof) under the 1933 Act in connection with the public offering of such securities, the Company shall, at such time, promptly give the Xxx Group Shareholders written notice of such determination no later than ten (10) days before the effective date of any such registration. Upon the registration statement and expiring four (4) years thereafter, the Company proposes to register written request of any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0, X-0 or other comparable registration statement) it will give written notice Xxx Group Shareholder received by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty five (205) days after receipt the giving of any such notice of its or their desire to include any such securities in such proposed registration statementby the Company, the Company shall afford each use its best efforts to cause to be registered under the 1933 Act all of the Underwriter Registrable Securities that such Xxx Group Shareholder has requested be registered. Subject to the foregoing, if the total amount of securities that are to be included by the Company (or other person for whose account the registration is made) for its own account, at the request of Xxx Group Shareholders pursuant to this Section 2.3 and such Holders on behalf of all other shareholders who or which have applicable registration rights or who or which are otherwise participating in the registration exceeds the amount of securities that the underwriters reasonably believe compatible with the success of the Warrants and/or Warrant Securities offering, then the opportunity to have any such Warrant Securities registered under Company will include in such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit only the number of securities includable which in the opinion of such underwriters can be sold, selected from the securities requested to be included by the Xxx Group Shareholders and all such other shareholders pro rata based on the number of securities (including for any shareholder participating in such registration by shareholders who is an employee or director of the Company, securities underlying outstanding options granted to such shareholder to the number extent exercisable) which each of such securities them owns. The Company shall be allocated pro rata among required to include Registrable Securities held by the holders of Warrants and the holders of other securities entitled to piggyback Xxx Group Shareholders in only one (1) registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to under this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof2.3.

Piggyback Registration. IfIf (but without any obligation to do so) prior to the termination of ICE's obligations hereunder as set forth in Section 7 hereof, at any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Company ICE proposes to register (including for this purpose a registration effected by ICE for stockholders) any of its securities Common Stock held under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger firmly underwritten public offering which includes (i) any Common Stock held by an director or pursuant to Form X-0officer or (ii) any Common Stock held by a stockholder of ICE who received such shares of Common Stock in connection with ICE's acquisition of assets, X-0 capital stock or other comparable registration statement) it will voting power of another corporation, through merger, consolidation or otherwise, ICE shall, at such time, promptly give each Stockholder written notice of such registration. Upon the written request of the Stockholder given within 20 days after mailing of such notice by registered mailICE in accordance with Section 8(b) of this Agreement, at least thirty (30) days prior ICE shall, subject to the filing provisions of Section 5 hereof, cause to be registered under the Securities Act all of the Registrable Securities that each such registration statementStockholder has requested to be registered. In connection with any offering involving an underwriting of shares of Common Stock, ICE shall not be required under this Section 2 to the Holders and to all other Holders include any of the Warrants and/or Stockholders' Registrable Securities in such underwriting unless such Stockholder accepts the Warrant Securities terms of its intention to do sothe underwriting as agreed upon between ICE and the underwriters selected by it, and then only in such quantity as will not, in the good faith opinion of the underwriters, jeopardize the success of the offering by ICE. If the Holder or total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other Holders than by ICE that the underwriters reasonably believe compatible with the success of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire offering, then ICE shall be required to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the offering only that number of such securities, including Registrable Securities, which the underwriters believe will not jeopardize the success of the offering. Subject to any contractual rights of other selling stockholders, the securities so included shall be allocated apportioned pro rata among the holders selling stockholders according to the total amount of Warrants and the holders of other securities entitled to piggyback be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders, but in no event shall any shares being sold by a stockholder exercising a demand registration rightsright be excluded from such offering. Notwithstanding For purposes of the provisions preceding sentence concerning apportionment, for any selling stockholder that is a Stockholder of this SectionRegistrable Securities and that is a partnership or corporation, the Company shall have partners, retired partners and stockholders of such Stockholder, or the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion estates and family members of any such securities partners and retired partners and any trusts for the benefit of any of the foregoing persons shall have been made) be deemed to elect not be a single "selling stockholder," and any pro rata reduction with respect to file any such proposed "selling stockholder" shall be based upon the aggregate amount of shares carrying registration statement, or to withdraw the same after the filing but prior to the effective date thereofrights owned by all entities and individuals included in such "selling stockholder," as defined in this sentence.

Piggyback Registration. If, If at any time during the five-year period commencing one year from the effective date of the registration statement December ___, 1998 and expiring four (4) years thereafterending on December ___, 2003, the Company proposes shall determine to register for its own account or the account of others under the 1933 Act any of its securities under the Securities Act of 1933equity securities, as amended (the "Act") (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with a merger any acquisition of any entity or pursuant to Form X-0business, X-0 or equity securities issuable in connection with stock option or other comparable employee benefit plans, the Company shall send to each Holder of Warrants or Shares, who is entitled to registration statementrights under this Section 14(a) it will give written notice by registered mailof such determination and, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company if within twenty (20) days after receipt of any such notice of its or their desire to include any notice, such securities Holder shall so request in such proposed registration statementwriting (hereafter a "Selling Holder"), the Company shall afford each include in such Registration Statement all or any part of the Underwriter and such Holders Shares issuable upon exercise of the Warrants and/or Warrant Securities (the opportunity "Registrable Securities") such Selling Holder requests to have any such Warrant Securities registered be registered. The obligations of the Company under such registration statementthis Section 14(a) may be waived by Holders holding a majority in interest of the Registrable Securities. In the event any that the managing underwriter underwriting for said offering advises the sale Company in writing that the inclusion of securities registered such Registrable Securities in the offering would be materially detrimental to the offering, then the Company shall be required to include in the offering only that number of Registrable Securities which the managing underwriter determines in its sole discretion will not jeopardize the success of the offering (the Registrable Securities so included to be apportioned pro rata among all Selling Holders according to the total amount of Registrable Securities entitled to be included therein owned by each selling holder or in such other proportions as shall mutually be agreed to by such registration statement selling holders); PROVIDED HOWEVER, that in no event shall limit any Holder of Registrable Securities have the number of shares of such securities includable reduced in such offer unless and until any holders of non-Registrable Securities intending to participate in such offering (which selling holders' registration rights, if any, were granted by shareholders of the Company, Company from and after the date hereof) first shall have had the number of their shares of such securities reduced up to the amount of securities the managing underwriter has determined in its sole discretion shall be allocated pro rata among excluded from the holders of Warrants offering; and the holders of other securities entitled to piggyback PROVIDED FURTHER, that in no event shall any Shares being sold by a Holder properly exercising a demand registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this granted in Section (irrespective of whether a written request for inclusion of any 14(b) be excluded from such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofoffering.

Piggyback Registration. If, at any time commencing one year from on or before the effective date sixth anniversary of the registration statement and expiring four (4) years thereafterCommencement Date, the Company proposes proposes; to register any of its securities with the SEC under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to a request under Section 6(b) and other than on a registration statement of Form X-0S-4, X-0 5-8 or other comparable registration statement) it will form on which Registrable Securities cannot be registered for sale to the public), the Company shall promptly give written notice by registered mail, at least thirty (30) days prior thereof to the filing of each such registration statementHolders. If, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) 15 days after receipt of such notice, any such notice Holder submits a written request to the Company specifying the amount of its or their desire Registrable Securities that the Holder wishes to include any such securities in such proposed registration statementregistration, the Company shall afford each of include the Underwriter and Registrable Securities specified in such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under request in such registration statement. In The Holders shall be entitled to a total of two registrations pursuant to this Section 6(b). Notwithstanding the event any underwriter underwriting foregoing, if the sale of securities registered by such registration statement shall limit that the number Company proposes to file relates to an underwritten public offering of securities includable its securities, and if the lead underwriter in such registration by shareholders offering advises the Company that, in its opinion, all of the shares of Subject Stock cannot reasonably be included in the offering without adversely affecting the Company's ability to sell the securities it proposes to offer, the number of shares of Subject Stock that the Company is obligated to include in such securities registration shall be allocated reduced to the number of shares that the lead underwriter determines in good faith may be included in the offering. If the number of shares of Subject Stock included in the offering is so reduced, the reduction shall apply pro rata among to all Holders who have requested that Registrable Securities be included in proportion to the holders numbers of Warrants and the holders of other securities entitled to piggyback registration rightsshares specified in their respective requests. Notwithstanding the provisions of this Section, the The Company shall have the right at not be required to complete any time after it shall have given written notice pursuant to registration commenced under this Section (irrespective of whether a written request 6(c) if it decides for inclusion of any such securities shall have been made) to elect reason not to file any such proceed with the offering of the securities it proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofregister.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act in connection with the public offering of 1933, as amended (the "Act") such shares for cash (other than a registration relating solely to the sale of securities to participants in connection with a merger Company stock plan or pursuant to employee stock award or a registration on Form X-0S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, X-0 a business combination involving an exchange of securities or other comparable an exchange offer for securities of the issuer or another entity) (a "Proposed Registration") and (ii) a registration statement) it will statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least of such Proposed Registration. Each Holder shall have thirty (30) days prior from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether the Company, the managing underwriter(s) thereof shall impose a written request for limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distributions, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of Registrable Securities sought to be included by such Holders; 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 any such securities shall have been made) in such Registration Statement or are not entitled to elect not to file any such proposed registration statementpro rata inclusion with the Registrable Securities; and provided, or to withdraw the same further, however, that, after the filing but prior giving effect to the effective date thereofimmediately preceding proviso, 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 before any Holder includes any or all of its Registrable Securities in any registration statement relating to an underwritten public offering with respect to which, in the good faith opinion of the managing underwriter, the inclusion in the offering of all shares requested to be registered by all persons holding registration rights would materially jeopardize the successful marketing of the securities to be sold.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four (4) years thereafter, Registration Period the Company proposes shall determine to register any file with the SEC a Registration Statement relating to an offering for its own account or the account of its securities others under the Securities Act of 1933, as amended (the "Act") 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 with a merger any acquisition of any entity or pursuant to Form X-0, X-0 business or equity securities issuable in connection with stock option or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementemployee benefit plans), the Company shall afford send to each Holder who is entitled to registration rights under this Section 2 written notice of such determination and, if within fifteen (15) days after the date of such notice, such Holder shall so request in writing, the Company shall include in such Registration Statement all or any part of the Underwriter and Registrable Securities such Holders Holder requests to be registered, except that if in connection with any underwritten public offering for the account of the Warrants and/or Warrant Securities Company the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement managing underwriter(s) thereof shall limit impose a limitation on the number of securities includable shares of stock which may be included in the Registration Statement because, in such registration by shareholders underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion, if any of the Company, Registrable Securities with respect to which such Holder has requested inclusion hereunder as the number underwriter shall permit. Any exclusion of such securities Registrable Securities shall be allocated made pro rata among the holders Holders seeking to include Registrable Securities, in proportion to the number of Warrants and the holders of other securities Registrable Securities sought to be included by such Holders. If an offering in connection with which an Holder is entitled to piggyback registration rights. Notwithstanding under this Section 2 is an underwritten offering, then each Holder whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this SectionAgreement, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw on the same after the filing but prior to the effective date thereofterms and conditions as other shares of common stock included in such underwritten offering.

Piggyback Registration. If, at If (but without any time commencing one year from the effective date of the registration statement and expiring four (4obligation to do so) years thereafter, the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than ASB) any of its stock or other securities under the Securities Act in connection with the public offering of 1933, as amended (the "Act") such securities (other than a registration relating solely to the sale of securities to current or former employees, officers, advisors, consultants or directors of the Company acting in connection with a merger such capacity or any subsidiary of the Company in each case pursuant to Form X-0, X-0 a stock purchase plan or stock option or stock awards or other comparable similar arrangement approved by the Board of Directors of the Company, a registration statement) it will on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company shall, at such time, promptly give ASB written notice by registered mail, at least of such registration. Upon the written request of ASB given within thirty (30) days prior to the filing after giving of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify notice by the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementaccordance with Section 3.5, the Company shall afford each use its best efforts to cause to be registered under the Act all of the Underwriter Registrable Securities that ASB has requested to be registered on the same terms and conditions as the securities otherwise being sold in such Holders registration. Notwithstanding the foregoing, if a managing underwriter delivers a notice to the Company that the inclusion of the Warrants and/or Warrant all Registrable Securities the opportunity proposed to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable be included in such registration would interfere with the successful marketing (including pricing) of securities proposed to be registered by shareholders of the Company, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering and such securities shall be allocated pro rata among included in such registration in the holders following order: (i) FIRST, the authorized but unissued shares of Warrants Common Stock or shares of Common Stock held by the Company in its treasury and proposed to be registered by the Company; (ii) SECOND, the shares of Common Stock which are held by the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall and which have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion be included in such underwriting under the terms of any registration rights agreement with the Company and requested to be registered in such securities registration; (iii) THIRD, such number of shares of Common Stock which are held by JHC Limited as shall have been madeyield gross proceeds of $4.3 million, cumulatively, with respect to all registered public offerings, FOURTH, the Registrable Securities requested to be included in such registration and shares offered in such registration by Xxxxxxx Xxxxxxx and the former shareholders of CyberDiet, Inc., pro rata, based on the number of shares owned or exercisable by each at the time of such registration; and (iv) FIFTH, the shares of Common Stock requested to elect be included in such registration and which do not to file any such proposed registration statement, or to withdraw constitute the same after Common Stock described in clauses (i)-(iv) above and which are owned by the filing but prior to officers and directors of the effective date thereofCompany.

Piggyback Registration. If, If the Company at any time commencing one year from the effective date of the proposes to file a registration statement and expiring four (4) years thereafterwith respect to any class of equity securities, the Company proposes to register any of whether for its securities under the Securities Act of 1933, as amended (the "Act") own account (other than in connection with the Registration Statement contemplated by Section 3 or a merger registration statement on Form S-4 or S-8 (or any successor or substantially similar form), or the registration of (A) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to Form X-0any such plan or (B) a dividend reinvestment plan) or for the account of an Other Approved Holder (a "Requesting Securityholder"), X-0 or other comparable registration statement) it will then the Company shall in each case give written notice by registered mail, of such proposed filing to all Holders of Registrable Securities at least thirty (30) 20 days prior to before the anticipated filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt date of any such notice of its or their desire to include any such securities in such proposed registration statementstatement by the Company, the Company shall afford each of the Underwriter and such notice shall offer to all Holders of the Warrants and/or Warrant Securities the opportunity to have any or all of the Registrable Securities held by such Warrant Securities registered under Holders included in such registration statement. In Each Holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 4 shall so advise the event any underwriter underwriting Company in writing within 15 days after the sale date of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number receipt of such securities notice (which request shall be allocated pro rata among set forth the holders amount of Warrants Registrable Securities for which registration is requested), and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have include in such Registration Statement all such Registrable Securities so requested to be included therein on the right same terms and conditions as the securities being registered by the Company. Any Holder's request for such inclusion may be withdrawn, in whole or in part, at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.of such Registration Statement. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering advises the Company in writing that the total amount or kind of securities which the Holders of Registrable Securities, the Company and the Other Approved Holders intend to be included in such proposed public offering is sufficiently large to materially adversely affect the success of such proposed public offering, then the amount or kind of securities to be offered for

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act in connection with the public offering of 1933, as amended (the "Act") such shares for cash (other than a registration relating solely to the sale of securities to participants in connection with a merger Company stock plan or pursuant to employee stock award or a registration on Form X-0S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, X-0 a business combination involving an exchange of securities or other comparable an exchange offer for securities of the issuer or another entity) (a "PROPOSED REGISTRATION") and (ii) a registration statement) it will statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty of such Proposed Registration. Each Holder shall have fifteen (3015) days prior from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do sosell. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of Company has been requested to register to be included in the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Companyproposed registration; PROVIDED, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHOWEVER, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether the Company, the managing underwriter(s) thereof shall impose a written request for limitation on the number of shares of Common Stock which may be included in the registration statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distributions, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of any such securities Registrable Securities shall have been made) be made pro rata among the Holders seeking to elect not to file any such proposed include Registrable Securities in the registration statement, or to withdraw the same after the filing but prior in proportion to the effective date thereofnumber of Registrable Securities sought to be included by such Holders; 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 securities in such registration statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata (on the basis of the number of shares of Common Stock held by or issuable to the Holders) with holders of other securities having the right to include such securities in the registration statement relating to an underwritten public offering with respect to which, in the good faith opinion of the managing underwriter, the inclusion in the offering of all shares requested to be registered by all persons holding registration rights would materially jeopardize the successful marketing of the securities to be sold.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act in connection with the public offering of 1933, as amended (the "Act") such shares for cash (other than a registration relating solely to the sale of securities to participants in connection with a merger Company stock plan or pursuant to employee stock award or a registration on Form X-0S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, X-0 a business combination involving an exchange of securities or other comparable an exchange offer for securities of the issuer or another entity) (a "PROPOSED REGISTRATION") and (ii) a registration statement) it will statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least of such Proposed Registration. Each Holder shall have thirty (30) days prior from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statementHolder intends to sell and such Holder's intended method of distribution; PROVIDED, HOWEVER, that in no event shall a Holder be entitled to sell Registrable Securities pursuant to the Holders and Proposed Registration if such Registrable Securities may then be sold pursuant to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify Registration Statement filed by the Company within twenty (20) days after pursuant to Section 2 hereof. Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; PROVIDED, HOWEVER, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether the Company, the managing underwriter(s) thereof shall impose a written request for limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distributions, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of Registrable Securities sought to be included by such Holders; 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 any such securities shall have been made) in such Registration Statement or are not entitled to elect not to file any such proposed registration statementpro rata inclusion with the Registrable Securities; and provided, or to withdraw the same further, however, that, after the filing but prior giving effect to the effective date thereofimmediately preceding proviso, 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.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date that is 180 days after the expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act of 1933, as amended (the "Act") (other than in connection with the public offering of such shares for cash (a merger "Proposed Registration") other than a registration statement ---------------------- on Form S-8 or pursuant to Form X-0, X-0 S-4 or any successor or other comparable registration statementforms promulgated for similar purposes and (ii) it will a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty of such Proposed Registration. Each Holder shall have ten (3010) days prior Business Days from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to -------- ------- postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether 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 written request for limitation on the number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of any such securities Registrable Securities shall have been made) be made pro rata among the Holders seeking to elect not to file any such proposed include Registrable Securities in a registration statement, or to withdraw the same after the filing but prior in proportion to the effective date thereof.number of Registrable Securities sought to be included by such Holders; 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 securities in the registration statement 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 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. OBLIGATIONS OF THE COMPANY. -------------------------- In addition to performing its obligations hereunder, including without limitation those pursuant to paragraphs 2(a), (b) and (c) above, the Company shall:

Piggyback Registration. If, If at any time commencing one year from prior to the effective earlier to occur of (x) the date on which all of the Registrable Securities have been sold pursuant to the Registration Statement and (y) the date on which all of the remaining Registrable Securities (in the reasonable opinion of counsel to the Holders) may be immediately sold to the public without registration statement and expiring four without regard to the amount of Registrable Securities which may be sold by a Holder thereof at a given time, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act in connection with the public offering of 1933, as amended (the "Act") such shares for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or employee stock award or a registration on Form S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, a business combination involving an exchange of securities or an exchange offer for securities of the issuer or another entity, or a registration statement on Form S-3 covering the resale of securities issued in connection with a merger or pursuant to Form X-0corporate acquisition) (a "Proposed Registration") and (ii) --------------------- a registration statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, X-0 or other comparable registration statement) it will the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do soProposed Registration. If the Each Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within shall have twenty (20) days after from its receipt of any such notice to deliver to the Company a written request specifying the amount of its or their desire Registrable Securities that such Holder intends to include any sell and such securities in Holder's intended method of distribution. Upon receipt of such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether the Company or for shareholders 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 written request for limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in the judgment of such 144 underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any such exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of Registrable Securities sought to be included by such Holders; 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 any such securities shall have been made) in such Registration Statement or are not entitled to elect not to file any such proposed registration statementpro rata inclusion with the Registrable Securities; and provided, or to withdraw the same further, that, after the filing but prior giving effect to the effective date thereofimmediately preceding proviso, 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.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act in connection with the public offering of 1933, as amended (the "Act") such shares for cash (other than a registration relating solely to the sale of securities to participants in connection with a merger Company stock plan or pursuant to employee stock award or a registration on Form X-0S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, X-0 a business combination involving an exchange of securities or other comparable an exchange offer for securities of the issuer or another entity) (a "Proposed Registration") and (ii) a registration statement) it will statement covering the sale ---------------------- of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least of such Proposed Registration. Each Holder shall have thirty (30) days prior from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Holder; provided, however, that the Company shall have the -------- ------- right to postpone or withdraw any registration statementeffected pursuant to this Section 3 without obligation to the Holder. In If, in connection with any underwritten public offering for the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such securities underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distributions, then the Company shall be allocated obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of Warrants which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have having the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any include such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw in the same after the filing but prior to the effective date thereof.Registration Statement. Page 44 of 50 Pages

Piggyback Registration. If, at any time within the period commencing one year from after the effective date of first Warrants Issue Date and ending at 5:00 p.m., New York City time, on the registration statement and expiring four (4) years thereafterExpiration Date, the Company proposes to register any of its voting equity securities under the Securities Act in a primary registration on behalf of 1933the Company and/or in a secondary registration on behalf of holders of such securities, as amended (and the "Act") (other than in connection with a merger or pursuant registration form to Form X-0be used may be used for registration of the Warrant Shares, X-0 or other comparable registration statement) it will the Company shall give prompt written notice by registered mail, (which shall be at least thirty (30) 30 days prior to the date of the initial filing of each such the applicable registration statement, ) to the Holders and to all other Holders of the Warrants and/or the Warrant Securities Shares of its intention to do so. If the Holder or other Holders effect registration and shall offer to include in such registration such number of the Warrants and/or Warrant Securities notify Shares with respect to which the Company has received written requests for inclusion therein within twenty (20) 10 business days after receipt of any such notice of its from the Company, upon generally the same terms and conditions as the person or their desire persons for whom such registration is being effected has agreed to. This Section 12.1 is not applicable to include any such securities in such proposed registration statement, statement to be filed by the Company on Forms S-4 or S-8 or any successor forms. The Company shall afford each of not be obligated to cause to be effective any registration statement as to which it has given notice to the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Shares and shall have discretion to have withdraw any such registration without liability to Holders of Warrants and/or Warrant Securities registered under Shares. Notwithstanding the foregoing, if the managing underwriter of the offering shall determine in good faith and advise the Company in writing that the inclusion of the Warrant Shares with the other securities being offered in such registration statement. In would materially and adversely affect the event any marketability of the offering, then the Company and the managing underwriter underwriting the sale of securities registered by such registration statement shall limit may reduce the number of Warrant Shares to be registered on a pro rata basis proportionate to the reduction of all other holders of securities includable participating in such registration by shareholders pursuant to the exercise of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionIn such event, the Company shall have may reduce the right at any time after it shall have given written notice number of Warrant Shares to be registered to zero as long as no other securities are registered in such registration statement pursuant to this Section (irrespective an exercise of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed piggyback registration statement, or to withdraw the same after the filing but prior to the effective date thereofrights.

Piggyback Registration. If, at any time commencing one year from prior to the effective date third anniversary of the registration statement and expiring four (4) years thereaftertermination of the private offering of the Units, the Company proposes to register any of its securities under the Securities Act for sale to the public for its own account or for the account of 1933other security holders (except with respect to registration statements on Forms S-4 or S-8 or another form not available for registering the Registrable Securities for sale to the public), as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0, X-0 or other comparable registration statement) each such time it will give written notice by registered mail, thereof to Holders of its intention so to do (such notice to be given at least thirty fifteen (3015) days prior to the filing thereof). Upon the written request of each any such Holder (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof, received by the Company within ten (10) days after giving of any such notice by the Company, to register any of such Holder's Registrable Securities, the Company will use its reasonable efforts, subject to Section 2(e) below, to cause the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the Registration Statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the Holder (in accordance with its written request) of such Registrable Securities so registered ("Piggyback Registration Rights"); PROVIDED, that (i) if such registration statementinvolves an underwritten offering, all Holders requesting to be included in the Company's registration must sell their Registrable Securities to the Holders underwriters selected by the Company on the same terms and conditions as apply to all other Holders of the Warrants and/or the Warrant Securities Company; and (ii) if, at any time after giving written notice of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of register any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made2(b) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. If a registration pursuant to this Section 2(b) involves an underwritten public offering, any Holder requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. The foregoing provisions notwithstanding, (i) the Company may withdraw any registration statement referred to in this Section 2(b) without thereby incurring any liability to the Holders, and (ii) the inclusion of Units of Registrable Securities under such Piggyback Registration Rights is subject to the cut-back provisions of Section 2(c) below.

Piggyback Registration. If, at any time commencing one year For a period of twelve (12) months from the effective date of IPO Effective Date up to and including the registration statement and expiring four Release Date (4the "Piggyback Registration Period") years thereafter, if the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") prepare and file a registration statement (other than in connection a registration statement on Form S-4 or Form S-8) under the Act with a merger the SEC covering equity or pursuant to Form X-0debt securities of the Company, X-0 or other comparable registration statement) it any such securities of the Company held by its shareholders, the Company will give written notice of its intention to do so by registered mailmail ("Notice"), at least thirty (30) business days prior to the filing of each such registration statement, to the Holders and to all other Holders Holders. Upon the written request of the Warrants and/or the Warrant Securities of its intention to do so. If the a Holder or other Holders of the Warrants and/or Warrant Securities notify the Company (a "Requesting Holder"), made within twenty (20) business days after receipt the date of any such notice of its or their desire to the Notice, that the Company include any of the Requesting Holder's Registrable Securities (such securities term for purposes of this Section 2 excludes Conversion Stock) in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity use its best efforts to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by cause such registration statement shall limit (a "Piggyback Registration Statement") to be declared effective under the number Act by the SEC so as to permit the public sale of the Requesting Holder's Registrable Securities pursuant thereto, at the Company's sole cost and expense and at no cost or expense to the Requesting Holders; provided, however, that if, in the written opinion of the Company's managing underwriter, if any, for such offering, the inclusion of all or a portion of the Registrable Securities requested to be registered, when added to the securities includable in being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially adversely affecting the entire offering, then the Company may exclude from such offering all or a portion of the Registrable Securities which it has been requested to register on a pro rata basis with any other shares of Common Stock held by other shareholders of the Company for which registration rights have been granted prior to the IPO Effective Date. If all or a portion of a Requesting Holder's Registrable Securities are excluded (the "Excluded Securities") from the initial Piggyback Registration Statement pursuant to the provisions of this Section 2 and a Requesting Holder's Excluded Securities cannot be freely traded (without limitation or restriction as to quantity or timing and without registration under the Act) pursuant to Rule 144 of the Act or otherwise by shareholders the date that the second Piggyback Registration Statement is declared effective by the SEC, the Piggyback Registration Period will be extended until the earlier to occur of (i) twenty-one (21) months from the IPO Effective Date or (ii) the date that Holders of 80% of the Excluded Securities receive an opinion of counsel to the Company that all of such Excluded Securities, other than securities held by "affiliates" of the Company, as such term is defined in Rule 144 of the number Act or otherwise, may be freely traded (without limitation or restriction as to quantity or timing and without registration under the Act) pursuant to Rule 144 of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rightsAct or otherwise. Notwithstanding the provisions of this SectionSection 2, the Company shall have the right right, at any time after it shall have given written notice Notice pursuant to this Section 2 (irrespective of whether a any written request for inclusion of any such securities shall have been madeRegistrable Securities) to elect not to file any such proposed registration statement, Piggyback Registration Statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing one year after the date that is six (6) months from the effective date of the registration statement and expiring four (4) years thereafterInitial Closing Date, the Company proposes to register any of its securities under the Securities Act for sale to the public for its own account or for the account of 1933other security holders (except with respect to the Initial Registration Statement, as amended (or registration statements on Forms S-4 or S-8 or another form not available for registering the "Act") (other than in connection with a merger or pursuant Registrable Securities for sale to Form X-0the public), X-0 or other comparable registration statement) each such time it will give written notice by registered mail, thereof to Holders of its intention so to do (such notice to be given at least thirty fifteen (3015) days prior to the filing thereof). Upon the written request of each any such registration statementHolder (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), received by the Company within ten (10) days after giving of any such notice by the Company, to register any of such Holder's Registrable Securities, the Holders and Company will use its commercially reasonable efforts to cause the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the Registration Statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other Holders disposition by the Holder (in accordance with its written request) of the Warrants and/or the Warrant such Registrable Securities so registered ("PIGGYBACK REGISTRATION RIGHTS"); PROVIDED, that if, at any time after giving written notice of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of register any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made2(c) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. If a registration pursuant to this Section 2(c) involves an underwritten public offering, any Holder requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. The foregoing provisions notwithstanding, the Company may withdraw any registration statement referred to in this Section 2(c) without thereby incurring any liability to the Holders.

Piggyback Registration. If, If the Company at any time commencing one year from the effective date of the proposes to file a registration statement and expiring four (4) years thereafterwith respect to any class of equity securities, the Company proposes to register any of whether for its securities under the Securities Act of 1933, as amended (the "Act") own account (other than the Current Registration Statement or in connection with any registration statement contemplated by Section 3 or a merger registration statement on Form S-4 or pursuant S-8 (or any successor or substantially similar form), any Rescission Offer Registration, or a registration statement filed in connection with an exchange offer or offering or securities solely to Form X-0the Company's existing securityholders), X-0 or other comparable registration statement) it will for the account of a holder of securities of the Company (a "Requesting Securityholder"), then the Company shall in each case give written notice by registered mail, of such proposed filing to the Founders and all Holders of Registrable Securities at least thirty (30) days prior to 15 Business Days before the anticipated filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt date of any such notice of its or their desire to include any such securities in such proposed registration statementstatement by the Company, the Company shall afford each of the Underwriter and such notice shall offer to the Founders and all Holders of the Warrants and/or Warrant Securities the opportunity to have any or all of the Registrable Securities held by the Founders and such Warrant Securities registered under Holders included in such registration statement. In Each of the event any underwriter underwriting Founders and each Holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 4 shall so advise the sale Company in writing within 15 days after the date of securities registered by receipt of such notice (which request shall set forth the amount of Registrable Securities for which registration statement is requested), and the Company shall limit the number of securities includable include in such registration by shareholders of the Company, the number of Registration Statement all such securities shall Registrable Securities so requested to be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rightsincluded therein. Notwithstanding the provisions foregoing, if the managing underwriter or underwriters of this Sectionany such proposed public offering advises the Company in writing that the total amount or kind of securities which the Founders and the Holders of Registrable Securities, the Company shall have the right at and any time after it shall have given written notice pursuant other persons or entities intended to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any be included in such proposed registration statementpublic offering is sufficiently large to materially adversely affect the success of such proposed public offering, then (A) the amount or kind of securities to withdraw be offered for the same after accounts of the filing but prior Company and holders of securities of the Company (except for the Founders and Securityholders), to the effective date thereof.extent that the Company did not initiate such registration for its own account or such holders of securities are

Piggyback Registration. If, If at any time commencing one year from during the effective date term of the registration statement and expiring four this Agreement, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act of 1933, as amended (the "Act") (other than in connection with the public offering of such shares for cash (a merger "Proposed Registration") other than a registration statement on Form S-8 or pursuant to Form X-0, X-0 any successor or other comparable registration statementforms promulgated for similar purposes and (ii) it will a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty of such Proposed Registration. Each Holder shall have ten (3010) days prior Business Days from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone, withdraw or delay any time after it shall have given written notice registration effected pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior 3 without obligation to the effective date thereof.Holder. 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 which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such

Piggyback Registration. If, If at any time commencing one year from after the effective date first anniversary of the registration statement Initial Closing Date and expiring four prior to the Registration Termination Date, (4a) years thereafter, the Company proposes to register shares of Common Stock and/or any securities issued in exchange for, in replacement of its securities or otherwise with respect to Common Stock under the Securities Act of 1933, as amended (the a "ActPROPOSED REGISTRATION") in connection with the public offering of such shares or securities (other than a registration relating solely to the sale of securities to participants in connection with a merger Company stock plan or pursuant to a registration on Form X-0S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, X-0 a business combination involving an exchange of securities or other comparable registration statementan exchange offer for securities of the issuer or another entity) it will and (b) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holder, the Company shall, at such time, promptly give the Holder written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do soProposed Registration. If the The Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within shall have twenty (20) days after from its receipt of any such notice to deliver to the Company a written request specifying the amount of its or their desire Registrable Securities that the Holder intends to include any sell and the Holder's intended method of distribution. Upon receipt of such securities in such proposed registration statementrequest, the Company shall afford each 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 to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the CompanyHolder; PROVIDED, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHOWEVER, that the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statementright, or to withdraw the same after the filing but prior to the effective date thereof.the applicable Registration Statement becomes effective, to postpone or withdraw any Proposed Registration without obligation to the Holder. In connection with any Proposed Registration involving an underwriting, the Company shall not be required to include any Registrable Securities in such underwriting unless the Holders accept customary terms of the

Piggyback Registration. If, during the term of this Agreement, the Company at any time commencing one year from the effective date of the proposes to file a registration statement and expiring four with respect to any class of equity securities, whether (4i) years thereafter, the Company proposes to register any of for its securities under the Securities Act of 1933, as amended (the "Act") own account (other than in connection with the Registration Statement contemplated by Section 3 or a merger registration statement on Form S-4 or S-8 (or any successor or substantially similar form), and other than in connection with (A) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to Form X-0any such plan, X-0 or other comparable (B) a dividend reinvestment plan) or (ii) for the account of a holder of securities of the Company pursuant to demand registration statement) it will rights granted by the Company (a "Requesting Securityholder"), then the Company shall in each case give written notice by registered mail, of such proposed filing to all Holders of Registrable Securities at least thirty fifteen (3015) days prior to before the anticipated filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt date of any such notice of its or their desire to include any such securities in such proposed registration statementstatement by the Company, the Company shall afford each of the Underwriter and such notice shall offer to all Holders of the Warrants and/or Warrant Securities the opportunity to have any or all of the Registrable Securities held by such Warrant Securities registered under Holders included in such registration statement. In Each Holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 4 shall so advise the event any underwriter underwriting Company in writing within ten (10) days after the sale date of securities registered by receipt of such notice (which request shall set forth the amount of Registrable Securities for which registration is requested), and the Company shall use its commercially reasonable efforts to include in such registration statement shall limit the number of securities includable in all such registration by shareholders of the Company, the number of such securities shall Registrable Securities so requested to be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rightsincluded therein. Notwithstanding the provisions foregoing, if the managing underwriter or underwriters of this Sectionany such proposed public offering advises the Company that the total amount of securities which the Holders of Registrable Securities, the Company shall have the right at and any time after it shall have given written notice pursuant other Persons intended to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any be included in such proposed registration statementpublic offering is sufficiently large to adversely affect the success of such proposed public offering, or then the amount of securities to withdraw be offered for the same after the filing but prior to the effective date thereof.accounts of Holders

Piggyback Registration. If, If the Company at any time commencing one year from the effective date of the proposes to file a registration statement and expiring four (4) years thereafterwith respect to any class of equity securities, the Company proposes to register any of whether for its securities under the Securities Act of 1933, as amended (the "Act") own account (other than in connection with the Registration Statement contemplated by Section 3 or a merger registration statement on Form S-4 or S-8 (or any successor or substantially similar form), or the registration of (A) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to Form X-0any such plan or (B) a dividend reinvestment plan) or for the account of an Other Approved Holder (a "Requesting Securityholder"), X-0 or other comparable registration statement) it will then the Company shall in each case give written notice by registered mail, of such proposed filing to all Holders of Registrable Securities at least thirty (30) 20 days prior to before the anticipated filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt date of any such notice of its or their desire to include any such securities in such proposed registration statementstatement by the Company, the Company shall afford each of the Underwriter and such notice shall offer to all Holders of the Warrants and/or Warrant Securities the opportunity to have any or all of the Registrable Securities held by such Warrant Securities registered under Holders included in such registration statement. In Each Holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 4 shall so advise the event any underwriter underwriting Company in writing within 15 days after the sale date of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number receipt of such securities notice (which request shall be allocated pro rata among set forth the holders amount of Warrants Registrable Securities for which registration is requested), and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have include in such Registration Statement all such Registrable Securities so requested to be included therein on the right same terms and conditions as the securities being registered by the Company. Any Holder's request for such inclusion may be withdrawn, in whole or in part, at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofof such Registration Statement. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering advises the Company in writing that the total amount or kind of securities which the Holders of Registrable Securities, the Company and the Other Approved Holders intend to be included in such proposed public offering is sufficiently large to materially adversely affect the success of such proposed public offering, then the amount or kind of securities to be offered for the accounts of Holders of Registrable Securities and the Other Approved Holders shall be reduced pro rata to the extent necessary to reduce the total amount or kind of securities to be included in such proposed public offering to the amount or kind recommended by such managing underwriter or underwriters before the securities offered by the Company or any Requesting Securityholder are so reduced.

Piggyback Registration. If, at If (but without any time commencing one year from the effective date of the registration statement and expiring four (4obligation to do so) years thereafter, the Company proposes to register register, whether or not for its own account, with the SEC any of its the Common Stock (or any other securities of the Company, provided that if the securities being registered are not those for which the Warrant is then exercisable, the Warrant Shares shall not be included in any related underwritten offering), under the Securities Act Regulations of 1933, as amended (the "Act") SEC (other than pursuant to a request under Section 4(a) and other than securities to be issued pursuant to a stock option or other employee benefit or similar plan, or in connection with a merger merger, acquisition, or pursuant to Form X-0a Rule 145 transaction), X-0 or other comparable registration statement) it will give written notice by registered mailthe Company shall, as promptly as practicable, but at least thirty (30) 20 days prior to the filing date of each such the applicable registration statement, statement give written notice to the Holders and to all other Holders of the Warrants and/or the Warrant Securities Warrantholder of its intention to do soeffect such registration. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company If, within twenty (20) 20 days after receipt of any such notice but before the Expiration Date, the Warrantholder submits a written request to the Company specifying the amount of its or their desire Registrable Stock that the Warrantholder proposes to include any such securities in such proposed registration statementsell, the Company shall afford each of include the Underwriter and shares specified in such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by request in such registration statement and the Company shall limit the number of securities includable in keep each such registration by shareholders statement in effect and maintain compliance with each federal law and regulation as set forth in Section 4(d). Prior to filing a registration statement pursuant to the Regulations under which the shares of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions Common Stock issuable upon exercise of this SectionWarrant may be included, the Company shall give reasonable notice to the holder(s) of this Warrant or such shares of Common Stock and shall allow such shares of Common Stock of the Warrantholder to be included in such registration statement subject to the following terms and conditions: (i) such shares need not be included in any underwritten offering if and to the extent that the managing underwriter determines in its best judgment that their inclusion would impair the success of the offering provided that (A) if other selling stockholders without contractual registration rights have requested registration of securities in the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any proposed offering, the Company will reduce or eliminate such securities shall have been made) to elect not to file held by selling stockholders without registration rights before any such proposed registration statement, reduction or to withdraw the same after the filing but prior to the effective date thereof.elimination of Registrable Stock;

Piggyback Registration. If, If at any time commencing one year from prior to the effective date that is two hundred ten (210) days after the expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act of 1933, as amended (the "Act") (other than in connection with the public offering of such shares for cash (a merger “Proposed Registration”) other than a registration statement on Form S-8 or pursuant to Form X-0, X-0 S-4 or any successor or other comparable registration statementforms promulgated for similar purposes and (ii) it will a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty of such Proposed Registration. Each Holder shall have ten (3010) days prior Business Days from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder’s intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use commercially reasonable efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether 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 written request for limitation on the number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of any such securities Registrable Securities shall have been made) be made pro rata among the Holders seeking to elect not to file any such proposed include Registrable Securities in a registration statement, or to withdraw the same after the filing but prior in proportion to the effective date thereofnumber of Registrable Securities sought to be included by such Holders; 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 securities in the registration statement 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 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.

Piggyback Registration. If, at any time commencing one year from during the effective date of the registration statement and expiring four (4) years thereafterEffectiveness Period, the Company proposes to register any of its securities under the Securities Act for sale to the public for its own account or for the account of 1933other security holders (except with respect to the registration statement for the public offering which is being contemplated with the Placement Agent as of the date hereof or registration statements on Forms S-4 or S-8 or another form not available for registering the Registrable Securities for sale to the public), as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0, X-0 or other comparable registration statement) each such time it will give written notice by registered mail, thereof to Holders of its intention so to do (such notice to be given at least thirty fifteen (3015) days prior to the filing thereof). Upon the written request of each any such registration statementHolder (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), received by the Company within ten (10) days after giving of any such notice by the Company, to register any of such Holder's Registrable Securities, the Holders and Company will use its reasonable efforts, subject to Section 2(c) below, to cause the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the Registration Statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other Holders disposition by the Holder (in accordance with its written request) of the Warrants and/or the Warrant such Registrable Securities so registered ("PIGGYBACK REGISTRATION RIGHTS"); PROVIDED, that if, at any time after giving written notice of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of register any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made2(b) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. If a registration pursuant to this Section 2(b) involves an underwritten public offering, any Holder requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. The foregoing provisions notwithstanding, the Company may withdraw any registration statement referred to in this Section 2(b) without thereby incurring any liability to the Holders.

Piggyback Registration. If, (a) If the Company at any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Company proposes to issue and register any shares of its equity securities on its own behalf or to register equity securities on behalf of any holder of its equity securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger registration effected solely to implement an employee benefit plan, a transaction to which Rule 145 promulgated under the Securities Act is applicable or pursuant a transaction eligible to be registered on Form X-0S-4 or any successor form), X-0 or other comparable registration statement) it will the Company shall give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, time to the Holders and to all other Holders of the Warrants and/or the Warrant Securities each Holder of its intention to do soso (which notice shall include the anticipated filing date of the Registration Statement and the number of its equity securities proposed to be included in the Registration Statement). If Upon the written request of any Common Stock Demand Holder or any other Holders of the Warrants and/or Warrant Securities notify the Company Holder (a "Participating Holder") given within twenty (20) days 15 Business Days after receipt of any such notice by such Participating Holder (stating the number of its Registrable Securities to be disposed by such Participating Holder (or, if the Participating Holder is Morgan or their desire an EL Trust Pledgee, the number of Registrable Securities txxx xxedged to include any such securities in Participating Holder and to be disposed by the pledgor of such proposed registration statementRegistrable Securities or owned by such Participating Holder as a result of foreclosure thereon and to be disposed by such Participating Holder) and the intended method of disposition), the Company shall afford each include the Registrable Securities intended to be disposed of in a Registration Statement under the Underwriter and Securities Act so as to permit disposition (in accordance with the reasonable methods in such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered request) by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section Participating Holder (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof"Piggyback Registration").

Piggyback Registration. If, (a) If at any time commencing one year or from time to time prior to the effective date fifth anniversary of an IPO the Company proposes to file a registration statement under the 1933 Act with respect to an offering by the Company for its own account or for the account of any other Person of any class of equity security of the Company, including any security convertible into or exchangeable for any such equity security, then the Company shall in each case give written notice of such proposed filing to the Holder at least thirty days before the anticipated filing date, and such notice shall offer the Holder the opportunity to register such number of Registrable Securities as the Holder may request (a "Piggyback Registration"). The Company shall use reasonable diligence to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holder to include the Registrable Securities requested by the Holder to be included in the registration statement and expiring four (4) years thereafter, in such offering on the same terms and conditions as any similar securities of the Company proposes to register any of its securities under the Securities Act of 1933, as amended included therein (the "Act") (other than in connection with a merger or pursuant to Form X-0, X-0 or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior except to the filing of each such registration statementextent provided otherwise in the Pecks Registration Rights Agreement), to the extent permitted by applicable law. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering informs the Company and the Holders and to all other Holders of the Warrants and/or the Warrant Securities requesting such registration by letter of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit belief that the number of securities includable requested to be included in such registration (the "Requested Securities") exceeds the number which can be sold in (or during the time of) such offering or that the inclusion would adversely affect the marketing or the selling price of the securities to be sold, then the amount or kind of Requested Securities to be offered for the accounts of all Persons whose shares of Requested Securities were requested to be included in such offering shall be reduced pro rata with respect to each such Person to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by shareholders such managing underwriter, such a reduction not to include (i) if the registration initially occurs at the insistence of the Company, shares of the number Company, (ii) if such registration occurs due to a demand registration right, shares of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statementPerson making that demand, or to withdraw (iii) shares of the same after Purchaser under the filing but prior Pecks Registration Rights Agreement, to the effective date thereofextent provided otherwise in such Pecks Registration Rights Agreement.

Piggyback Registration. If, at any time commencing one year from If the effective date of the Company files a registration statement (other than a registration relating to the sale of securities to participants in a dividend reinvestment plan, a registration on Form S-4 relating to a business combination or similar transaction permitted to be registered on such Form S-4, a registration on Form S-8 relating to the sale of securities to participants in a stock or employee benefit plan) with the Securities and expiring four Exchange Commission (4the "Commission") years thereafterwhile any Registrable Securities (as defined herein) are outstanding, the Company proposes to register any of its securities under the Securities Act of 1933, as amended shall give Optionee at least ten (the "Act"10) (other than in connection with a merger or pursuant to Form X-0, X-0 or other comparable registration statement) it will give days' prior written notice by registered mail, at least thirty (30) days prior to of the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do sostatement (a "Piggyback Registration"). If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company requested by Optionee in writing within twenty two (202) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementnotice, the Company shall afford each register all or, at such Optionee's option, any portion of Optionee's Registrable Securities concurrently with the registration of such other securities, all to the extent required to permit the public offering and sale of the Underwriter Registrable Securities. The Company will use its reasonable efforts through its officers, directors, auditors, and such Holders of the Warrants and/or Warrant Securities the opportunity counsel to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by cause such registration statement shall limit to become effective as promptly as reasonably practicable; PROVIDED, HOWEVER, that the number of securities includable in such registration by shareholders of the Company, the number of such securities shall Registrable Securities that may be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice registered pursuant to this Section (irrespective of whether a written request for inclusion of SECTION 4.1 on any such securities registration statement involving an underwriting shall have been madebe subject to those reductions determined to be necessary by the underwriter of the offering pursuant to SECTION 4.2. As used herein, "Registrable Securities" shall mean (i) to elect not to file the Option Shares acquired by Optionee from the Company upon the exercise of this Option and (ii) any such proposed registration statementCommon Stock issued by way of a stock split, stock dividend, recapitalization, merger or other distribution with respect to, or to withdraw the same after the filing but prior to the effective date thereofin exchange for, or in replacement of, such Option Shares.

Piggyback Registration. The Company shall use its reasonable best efforts to include the Common Stock issued or issuable upon exercise of the Warrants (the "Warrant Securities") in the shelf registration statement (the "Shelf Registration Statement") to be filed under the Securities Act pursuant to the Registration Rights Agreement between the Company and the Initial Purchaser dated concurrently herewith. If, at any time commencing one year from after the effective date of on which the registration statement Shelf Registration Statement is terminated or withdrawn and expiring four (4) seven years thereafterafter the date hereof, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0S-4, Xxxx X-0 xx any successor form of limited purpose and other than any registration statement covering only securities proposed to be issued in exchange for securities or other comparable registration statement) assets of another corporation), it will give written notice by registered mail, at least thirty (30) 20 days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the or Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) 20 days after receipt of any such notice of its or their desire to include any such securities of their respective Warrant Securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In connection with any offering under this Section 7.1 involving a firm commitment underwriting of Common Stock, the event Company shall not be required to include any underwriter Warrant Securities in such underwriting unless the sale Holders thereof accept the terms of the underwriting agreement related thereto as agreed upon between the Company and/or the holders of securities registered of the Company who have initiated such offering pursuant to demand registration rights held by them and the underwriter(s) of such offering. If such offering is an underwritten offering and in the opinion of the managing underwriter(s) of such offering the registration statement shall limit of all, or part of, shares of Common Stock ("Incidental Shares") which the number Holders have requested to be included pursuant to this Section 7.1 and/or which other holders of shares of Common Stock or other securities includable of the Company entitled to include shares of Common Stock in such registration (other than, if such registration is initiated by shareholders the demand of holders of specified securities of the Company, for securities of such holders ("Initiating Stockholders"), have requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of such shares, if any, which the managing underwriter(s) believe(s) may be sold without causing such adverse effect. If the number of Warrant Securities to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders have requested be included, then (i) the party or parties initiating the registration (i.e., the Company or the Initiating Stockholders) shall be entitled to include all shares that they have requested to be registered and (ii) the Holders who have requested registration and other holders of shares of Common Stock or other securities of the Company entitled to include shares of Common Stock in such registration on a parity with the Holders (i.e., all holders of such securities other than the Initiating Stockholders, who shall be allocated entitled to include the total number of shares they have requested as provided in clause (i), or those persons who have registration rights expressly subordinated to the Holders) shall participate in the underwriting pro rata among based upon their total ownership of shares of Common Stock of the holders of Warrants and the holders of other securities entitled to piggyback registration rightsCompany. Notwithstanding the provisions of this SectionSection 7.1, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.1 (irrespective of whether a written request for inclusion of any such securities Warrant Securities shall have been made) to elect not to file any such proposed registration statement, statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing one year from after the effective date of the registration statement hereof and expiring four (4) years thereafterat 5:30 P.M., New York City time on June 30, 2003], the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger , acquisition, employee stock option or pursuant to employee stock purchase or savings or similar plan on Form X-0S-4 or S-8 (or successor forms)), X-0 or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty fifteen (2015) days after receipt of any such notice of its or their desire to include any such securities Warrant Securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have the resale of any such Warrant Securities (but not the Warrants) registered under such registration statement. In However, the event Company shall not be obligated to include any portion (or all) of such Warrant Securities under such registration statement to the extent any underwriter underwriting or underwriters for the sale of such securities being otherwise registered by the Company shall determine in good faith that the inclusion of such registration statement shall limit Warrant Securities (or any portion thereof) would jeopardize the number successful sale of such other securities includable in proposed to be sold by such registration underwriter or underwriters; provided, however, that if such offering includes securities being offered for resale by shareholders other sellers of the Company, then the number of Warrant Securities may be eliminated from such offering only to the extent that the securities shall be allocated pro rata among the holders of Warrants and the holders of being offered by such other securities entitled to piggyback registration rightssellers also are eliminated on a pari passu basis. Notwithstanding the provisions of this SectionSection 7.1, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.1 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing one year from within eight (8) years after the effective date of the registration statement and expiring four (4) years thereafterEffective Date, the Company proposes to register any of its securities should file a registration statement with the Commission under the Securities 1933 Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0, X-0 or other comparable registration statementS-8) it will give written notice by registered mail, at least thirty forty-five (3045) calendar days prior to the filing of each such registration statement, to each of the Holders Underwriters (if then a Holder) and to all other Holders of the Warrants and/or the Warrant Securities Shares of its intention to do so. If the Holder Underwriters or other Holders of the Warrants and/or the Warrant Securities Shares notify the Company within twenty thirty (2030) calendar days after receipt of any such notice of its or their desire to include any such securities Warrants or Warrant Shares in such proposed registration statement, the Company shall afford each of the Underwriter such Underwriters and such Holders of the Warrants and/or Warrant Securities Shares the opportunity to have any such Warrants or Warrant Securities Shares registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionSection 7(c), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof. If the underwriter of an offering to which the above piggyback rights apply objects to such rights, such objection shall preclude such inclusion. However, in such event, the Company will, within six (6) months of completion of such subsequent underwriting, file at its sole expense, a registration statement relating to such excluded Warrants and/or Warrant Shares, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b), unless such Holders had refused an opportunity provided with the consent of the underwriter, to be included in the registration statement on the condition that they agree not to offer the securities for sale (without the prior written consent of the underwriter) for a period not exceeding (60) calendar days from the effective date of such registration statement. If the underwriter in such underwritten offering shall advise the Company that it declines to include a portion or all of the Warrants or Warrant Shares requested by the Underwriters and the Holders to be included in the registration statement, then (i) registration of all of the Warrant Shares shall be excluded from such registration statement on the condition that all securities to be registered by other selling security holders, if any, are also excluded and (ii) registration of a portion of such Warrants and Warrant Shares allocated among the Underwriters and the Holders and any other selling securityholders in proportion to the respective numbers of securities to be registered by the Underwriters and each such Holder and other selling securityholder (provided that, for purposes of such allocation, Warrants shall be treated as representing the number of Warrant Shares then represented thereby). In such event the Company shall give the Underwriters and the Holders prompt notice of the number of Warrants and Warrant Shares excluded.

Piggyback Registration. IfSubject to Section 9, if at any time commencing one year from the effective date Company determines that it shall file a registration statement under the Securities Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing shareholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration statement and expiring four (4) years thereafterof its Common Stock to be sold for cash, the Company shall each such time promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to register any file such registration statement, which date shall be no earlier than fifteen (15) days from the date of such notice, and advising each Holder of its securities right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than ten (10) days after the date of receipt of the Company's notice, the Company shall use its reasonable efforts to cause to be registered under the Securities Act all of 1933the Registrable Stock that each such Holder has so requested to be registered. If, as amended in the opinion of the managing underwriter (or, in the "Act"case of a non-underwritten offering, in the opinion of the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (a) (other than in connection with at a merger or pursuant to Form X-0, X-0 or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior price reasonably related to the filing then current market value of each such registration statementsecurities, to or (b) without otherwise materially and adversely affecting the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statemententire offering, then the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity be entitled either (i) to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit reduce the number of securities includable in such registration by shareholders shares of the Company, the number of such securities shall Registrable Stock to be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section registered or (irrespective of whether a written request for inclusion of any such securities shall have been madeii) to elect not to file register any shares of Registrable Stock in such proposed offering. Any reduction made pursuant to the immediately preceding sentence shall be allocated among all such Holders in proportion (as nearly as practicable) to the amount of Registrable Stock owned by each Holder at the time of filing the registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, The Parent agrees that if at any time commencing prior to the third anniversary of the Effective Time one year or more of its officers, directors or holders of its outstanding Parent Common Stock intend to offer equity securities to the public for cash pursuant to any type of registration under the Securities Act, the Parent will notify the Holders in writing at least twenty days (20) days prior to the initial filing of a registration statement relating to such offering with the SEC (the "Piggyback Registration Statement"). Thereafter, the Parent will use its best efforts to include in such registration statement, in accordance with the Securities Act, such Registrable Shares as any Holder of such Registrable Shares shall request within ten (10) days of receipt of notification from the Parent of its intention to file such registration statement; PROVIDED, that the inclusion thereof will not preclude the Parent's use of the registration form intended to be utilized by the Parent and FURTHER PROVIDED, that the selling shareholders will agree, if requested by the underwriter, not to sell those of their Registrable Shares not included in such registration statement for 180 days following the effective date of the registration statement statement; and expiring four (4) years thereafter, FURTHER PROVIDED that the Company foregoing requirements shall not apply in the event that the Parent proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than file a registration statement in connection with a merger or (i) any issuance of securities pursuant to Form X-0any stock option, X-0 stock purchase or other comparable employee benefit plan; or (ii) any issuance of securities in connection with any business combination, whether by way of merger, consolidation, purchase of stock or assets or otherwise. If the Registration Statement under which the Parent gives notice under this Section 12.4 is for an underwritten offering, the Parent shall so advise the Holders of Registrable Shares. In such event, the right of any such Holder to be included in a registration statement) it will give written notice by registered mail, at least thirty (30) days prior pursuant to this Section 12.4 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Shares in the underwriting to the filing extent provided herein. All Holders proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Parent. Notwithstanding any other provision of each such registration statementthis Section 12.4, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Parent; and second, to the Holders and to all any other Holders shareholder of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire Parent electing to include any such securities in such proposed registration statement, shares therein on a pro rata basis based upon the Company shall afford each total number of the Underwriter and such Holders shares of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered Parent Common Stock held by such persons. No such reduction shall reduce the securities being offered by the Parent for its own account to be included in the registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofunderwriting.

Piggyback Registration. If, at any time commencing one year from the effective date of the registration statement and expiring four six (46) years thereafter, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0, X-0 or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four applicable Registration Period, (4i) years thereafter, the 4 Company proposes to register any shares of its securities Common Stock under the Securities Act in connection with the public offering of 1933, as amended (the "Act") such shares for cash (other than a registration relating solely to the sale of securities to participants in connection with a merger Company stock plan or pursuant to employee stock award or a registration on Form X-0S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, X-0 a business combination involving an exchange of securities or other comparable an exchange offer for securities of the issuer or another entity) (a "Proposed Registration") and (ii) a registration statement) it will statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least of such Proposed Registration. Each Holder shall have thirty (30) days prior from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether the Company, the managing underwriter(s) thereof shall impose a written request for limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distributions, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of Registrable Securities sought to be included by such Holders; 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 any such securities shall have been made) in such Registration Statement or are not entitled to elect not to file any such proposed registration statementpro rata inclusion with the Registrable Securities; and provided, or to withdraw the same further, however, that, after the filing but prior giving effect to the effective date thereofimmediately preceding proviso, 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.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date that is 180 days after the expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act of 1933, as amended (the "Act") (other than in connection with the public offering of such shares for cash (a merger "PROPOSED REGISTRATION") other than a registration statement on Form S-8 or pursuant to Form X-0, X-0 S-4 or any successor or other comparable registration statementforms promulgated for similar purposes and (ii) it will a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty of such Proposed Registration. Each Holder shall have ten (3010) days prior Business Days from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether 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 written request for limitation on the number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of any such securities Registrable Securities shall have been made) be made pro rata among the Holders seeking to elect not to file any such proposed include Registrable Securities in a registration statement, or to withdraw the same after the filing but prior in proportion to the effective date thereofnumber of Registrable Securities sought to be included by such Holders; 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 securities in the registration statement 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 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.

Piggyback Registration. If, If PetQuarters at any time commencing one year from the effective date registers its shares of the registration statement and expiring four (4) years thereafter, the Company proposes to register any of its securities common stock for sale or resale under the Securities Act of 1933, as amended 1933 or the Arkansas Securities Act (collectively or individually the "ActSecurities Act(s)") (other than in connection with a merger or pursuant to Form X-0an underwritten public offering, X-0 or other comparable registration statement) it PetQuarters will give prompt written notice by registered mail, at least thereof to the Shareholders. Upon the written request of the Shareholders made within thirty (30) days prior after the receipt of such notice, PetQuarters shall cause the Purchase Shares to be registered under the applicable Securities Act as part of such underwritten public offering. PetQuarters shall be solely responsible for all costs, fees and expenses of such registration, including, but not limited to, all attorney's fees, accountant's and financial advisor's fees, fees and commissions of investments bankers, filing fees and expenses, and printing and engraving costs and expenses. PetQuarters, at its expenses, will furnish the Shareholders with such number of prospectuses, offering circulars and documents incident to the filing of each such registration statementregistration, as the Shareholders from time to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do sotime may reasonably request. If the Holder managing underwriter shall advise PetQuarters and the Shareholders in writing that the inclusion in any registration pursuant hereto of some or other Holders all of the Warrants and/or Warrant Securities notify shares sought to be registered creates a substantial risk that the Company within twenty (20) days after receipt proceeds or price per unit, which the sellers of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under covered by such registration statement. In the event any underwriter underwriting will derive from the sale of such securities registered by pursuant to such registration statement shall limit registration, will be reduced or that the number of securities includable in such registration to be registered (including those sought to be registered by shareholders of PetQuarters and those sought to be registered by the CompanyShareholders) is too large a number to be reasonably sold, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.then the

Piggyback Registration. If, at any time commencing after _________, 1998 (one (1) year from the effective date of the registration statement Effective Date), through and expiring four including __________, 2002 (4five (5) years thereafterfrom the Effective Date), the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0, X-0 S-8 or other comparable registration statementsimilar form) it will give written notice by registered or certified mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders Underwriter and to all other Holders of the Underwriter's Warrants and/or and Shares underlying the Warrant Securities Underwriter's Warrants, of its intention to do so. If any of the Holder Underwriter or other Holders of the Underwriter's Warrants and/or Warrant Securities the Shares underlying the Underwriter's Warrants, notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Underwriter's Warrants and/or Warrant Securities Shares underlying the Underwriter's Warrants, the opportunity to have any of such Warrant Securities securities registered under such registration statement. In ; provided, however, that in the event any underwriter underwriting the sale of securities registered by such registration statement shall limit underwriters advise the Company that in their opinion the number of securities includable requested to be included in such registration pursuant to this Agreement and pursuant to any other rights granted by shareholders the Company to holders of its securities exceeds the number of securities that can be sold in the offering without adversely affecting the offering price of the Company's securities, the number of Company may first include in such registration all securities shall be allocated pro rata among the holders of Warrants and Company proposes to sell (without including the holders of other securities entitled rights granted by the Company), and each Holder shall accept a pro rata reduction in the number of shares to piggyback be included in such registration rightsstatement. Notwithstanding the provisions of this SectionSECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement Registration Period (except in connection with the Conversion Share Registration Rights Agreement and expiring four the Preferred Investor Registration Statement), (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act of 1933, as amended (the "Act") (other than in connection with the public offering of such shares for cash (a merger "Proposed Registration") other than a registration statement on Form S-8 or pursuant to Form X-0, X-0 S-4 or any successor or other comparable registration statementforms promulgated for similar purposes and (ii) it will a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty of such Proposed Registration. Each Holder shall have ten (3010) days prior Business Days from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holders. If, in connection with any underwritten public offering for the account of whether 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 written request for limitation on the number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then, after inclusion of any such securities shares as to which the Company is as of the date hereof contractually obligated to register the Company shall have been made) be obligated to elect not to file any such proposed include in the registration statement, or to withdraw the same after the filing but on a pro rata basis with other holders of registration rights outstanding prior to the effective date thereofhereof, only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in a registration statement, in proportion to the number of Registrable Securities sought to be included by such Holders; 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 securities in the registration statement 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 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.

Piggyback Registration. If, at any time commencing one year from A. If the effective date of the registration statement and expiring four (4) years thereafter, the Company Corporation proposes to register any of its securities security under the Securities Act of 1933, as amended 1933 (the "Securities Act") on any registration form (otherwise than for the registration of securities to be offered and sold pursuant to (i) an employee benefit plan, (ii) a dividend or interest reinvestment plan, (iii) other similar plans or (iv) reclassifications of securities, mergers, consolidations and acquisitions of assets on Form S-4 or any successor thereto or (v) the Corporation's initial public offering; provided that in the event any shareholders of the Corporation are registering shares for resale as part of the initial public offering, each of Merus, CRK and Net Value shall have the rights set forth in this Article IX, with respect to a pro rata portion (determined based on relative holdings of Common Stock) of all shares of Common Stock covered by the initial public offering registration statement to be resold by persons other than in connection with the Corporation) prescribed by the Securities and Exchange Commission permitting a merger secondary offering or pursuant to Form X-0distribution, X-0 or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) not less than 20 days prior to the filing of each such registration, the Corporation shall give to each of Merus, CRK and Net Value (the "Piggyback Stockholders") written notice of such proposal which shall describe in detail the proposed registration statementand distribution (including those jurisdictions where registration or qualification under the securities or blue sky laws is intended) and, to upon the Holders and to all other Holders written request of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company any Piggyback Stockholder given within twenty (20) 10 days after receipt the date of any such notice of its or their desire notice, proceed to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders such number of the Companyshares of Common Stock as have been requested by such Piggyback Stockholders to be included in such registration. In its request, each Piggyback Stockholder shall describe briefly its proposed disposition of its Common Stock. The Corporation shall in each instance use reasonably commercial efforts to cause such shares of Common Stock to be registered under the number Securities Act, all to the extent necessary to permit the sale or other disposition thereof (in the manner stated in such request) by a prospective seller of the securities so registered. Each Piggyback Stockholder participating in a registration agrees to execute an underwriting agreement with such securities underwriter that is (i) reasonably satisfactory to the Company and (ii) in customary form. Nothing in this Article IX shall be allocated pro rata among deemed to require the holders Corporation to proceed with any registration of Warrants and its securities after giving the holders of other securities entitled to notice herein provided. The piggyback registration rights. Notwithstanding rights contained in this Article IX shall not be applicable to the provisions extent that a Piggyback Stockholder is able to sell shares of this Section, the Company shall have the right at any time after it shall have given written notice Common Stock pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior Rule 144 promulgated pursuant to the effective date thereofSecurities Act.

Piggyback Registration. IfSubject only to any required approval of Gamma Opportunity Capital Partners LP and Bushido Capital Master Fund as to a registration statement filed by the Company covering the resale of securities issued to such investors (which approval the Company shall use best efforts to obtain), if at any time commencing one year from the effective date of the registration statement and expiring four (4) years thereaftertime, the Company proposes shall determine to register any prepare and file with the Commission a registration statement relating to an offering for its own account or the account of its securities others under the Securities Act of 1933any of its equity securities, as amended (the "Act") (other than 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 a merger any acquisition of any entity or pursuant to Form X-0, X-0 business or equity securities issuable in connection with stock option or other comparable registration statement) it will give employee benefit plans (the “Registration Statement”), then the Company shall send to Purchaser written notice by registered mailof such determination and if, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) fifteen days after receipt of any such notice of its or their desire to include any such securities notice, Purchaser shall so request in such proposed registration statementwriting, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by include in such registration statement shall limit the number of securities includable in such registration by shareholders all or any part of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants Note Shares and the holders of other securities entitled Warrant Shares (the “Covered Shares”) Purchaser requests to piggyback registration rightsbe registered subject to customary underwriter cutbacks. Notwithstanding If Purchaser requests that the provisions of this SectionCovered Shares are to be included in the Registration Statement and such Shares are not so included, then the Company shall have be obligated to file a registration statement covering the right at any time after it shall have given resale of the Covered Shares and such other shares of Common Stock issuable upon exercise of Purchaser’s Warrants or owned by Purchaser (collectively, “Registrable Securities”) as Purchaser designates within ninety days of written notice pursuant by Purchaser. The Company shall use its best efforts to this Section (irrespective of whether a written request for inclusion of any have such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the statement declared effective date thereofas soon as practicable.

Piggyback Registration. If, If at any time during the four-year period commencing one year from on the effective date of Commencement Date and ending on the registration statement and expiring four (4) years thereafterExpiration Date, the Company proposes shall determine to register for its own account or the account of others under the 1933 Act any of its securities under the Securities Act of 1933equity securities, as amended (the "Act") (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with a merger any acquisition of any entity or pursuant to Form X-0business, X-0 or equity securities issuable in connection with stock option or other comparable employee benefit plans, the Company shall send to each Holder of Warrants or Shares, who is entitled to registration statementrights under this Section 14(a) it will give written notice by registered mailof such determination and, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company if within twenty (20) days after receipt of any such notice of its or their desire to include any notice, such securities Holder shall so request in such proposed registration statementwriting (hereafter a "Selling Holder"), the Company shall afford each shall, subject to the provisions of this Section 14(a) which relate to the ability of a managing underwriter to exclude Registrable Securities (as defined below) from an offering, include in such Registration Statement all or any part of the Underwriter Shares issuable upon exercise of this Warrant and such Holders any Warrants issued to the Holder pursuant to the terms of the Warrants and/or Warrant Securities Purchase Agreement between the opportunity Company and the Holder, dated December 31, 1997 (collectively, the "Registrable Securities") such Selling Holder requests to have any such Warrant Securities registered be registered. The obligations of the Company under such registration statementthis Section 14(a) may be waived by Holders holding a majority in interest of the Registrable Securities. In the event any that the managing underwriter underwriting for said offering, in good faith, advises the sale Company that the inclusion of securities registered by such registration statement Registrable Securities in the offering would be detrimental to the offering, then the Company shall limit be required to include in the offering only that number of securities includable Registrable Securities which the managing underwriter determines in such registration by shareholders good faith will not jeopardize the success of the Company, offering (the number of such securities shall Registrable Securities so included to be allocated apportioned pro rata among all Selling Holders according to the holders total amount of Warrants and the holders of other securities Registrable Securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company be included therein owned by each Selling Holder or in such other proportions as shall have the right at any time after it shall have given written notice pursuant mutually be agreed to this Section (irrespective of whether a written request for inclusion of any by such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofSelling Holders).

Piggyback Registration. IfAfter the registration under Section 5(a) hereof, and for a period ending two years from the date hereof, if the Company at any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than a registration effected solely to implement an employee benefit plan, a transaction to which Rule 145 of the SEC is applicable or any other form or type of registration in connection with a merger or which the Buyer's Registrable Shares cannot be included pursuant to Form X-0SEC rule or practice), X-0 or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities Buyer of its intention to do so. If the Holder or other Holders such registration is proposed to be on a form which permits inclusion of the Warrants and/or Warrant Securities notify Buyer's Registrable Shares, upon the Company written request (stating the intended method of disposition of such securities) of the Buyer given within twenty thirty (2030) days after receipt transmittal by the Company to the Buyer of any such notice of its or their desire to include any such securities in such proposed registration statementnotice, the Company shall afford each will, subject to the limits contained in this Agreement, use its best efforts to cause all such Registrable Shares of the Underwriter Buyer to be registered under the Securities Act and qualified for sale under any state securities law, all to the extent requisite to permit such Holders sale or other disposition by the Buyer, except that if the Company receives a written opinion of a managing underwriter that the inclusion of any of all of such Registrable Shares would adversely affect the marketing of the Warrants and/or Warrant Securities the opportunity securities to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by be sold pursuant to such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have not be required to register any or all of such Registrable Shares. Sections 5(b) through 5(o) hereof shall apply to any registration in which the right at any time after it Buyer participates, and in such event, the term "Registration Statement" shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any mean the registration statement filed in connection with such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofregistration.

Piggyback Registration. If, at any time commencing after September 22, 1998 (one (1) year from the effective date of the registration statement Effective Date), through and expiring four including September 21, 2002 (4five (5) years thereafterfrom the Effective Date), the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0, X-0 S-8 or other comparable registration statementsimilar form) it will give written notice by registered or certified mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders Underwriter and to all other Holders of the Underwriter's Warrants and/or and Shares underlying the Warrant Securities Underwriter's Warrants, of its intention to do so. If any of the Holder Underwriter or other Holders of the Underwriter's Warrants and/or Warrant Securities the Shares underlying the Underwriter's Warrants, notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Underwriter's Warrants and/or Warrant Securities Shares underlying the Underwriter's Warrants, the opportunity to have any of such Warrant Securities securities registered under such registration statement. In ; provided, however, that in the event any underwriter underwriting the sale of securities registered by such registration statement shall limit underwriters advise the Company that in their opinion the number of securities includable requested to be included in such registration pursuant to this Agreement and pursuant to any other rights granted by shareholders the Company to holders of its securities exceeds the number of securities that can be sold in the offering without adversely affecting the offering price of the Company's securities, the number of Company may first include in such registration all securities shall be allocated pro rata among the holders of Warrants and Company proposes to sell (without including the holders of other securities entitled rights granted by the Company), and each Holder shall accept a pro rata reduction in the number of shares to piggyback be included in such registration rightsstatement. Notwithstanding the provisions of this SectionSECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. IfIn the event that the demand registration rights provided for in Section( i) below have been exercised and fully complied with by the Company, and at the end of the twelve (12) month registration period provided for in Section (i) below the Holders shall not have sold all of their Warrants and/or Warrant Securities, then, if, at any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0, X-0 or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act in connection with the public offering of 1933, as amended (the "Act") such shares for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or employee stock award or a registration on Form S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, a business combination involving an exchange of securities or an exchange offer for securities of the issuer or another entity, or a registration statement on Form S-3 covering the resale of securities issued in connection with a merger corporate acquisition) (a "Proposed Registration") and (ii) a Registration Statement covering the sale of all of the Registrable Securities then issued or issuable (assuming for such purpose that such Warrants have been exercised into the maximum number of Warrant Shares issuable pursuant to Form X-0such Warrants taken as a whole, X-0 without regard to any restriction or other comparable registration statementlimitation on such exercise) it will is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do soProposed Registration. If the Each Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within shall have twenty (20) days after from its receipt of any such notice to deliver to the Company a written request specifying the amount of its or their desire Registrable Securities that such Holder intends to include any sell and such securities in Holder's intended method of distribution. Upon receipt of such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether the Company or for shareholders 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 written request for limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any such exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of Registrable Securities sought to be included by such Holders; 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 any such securities shall have been made) in such Registration Statement or are not entitled to elect not to file any such proposed registration statementpro rata inclusion with the Registrable Securities; and provided, or to withdraw the same further, that, after the filing but prior giving effect to the effective date thereofimmediately preceding proviso, 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.

Piggyback Registration. If, at any time commencing one year from after the effective date hereof until the expiration of the registration statement and expiring four (4) years thereafterWarrant Exercise Term, the Company (or any successor company into which the Company may be merged) proposes to register any of its securities under the Act on a registration statement that may be used for the registration of the Warrant Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or merger, pursuant to Form X-0S-8, X-0 S-4 or other comparable registration statement, in connection with x xxxxxxration requested pursuant to Section 6.3 hereof or in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) it will give written notice by registered mail, at least thirty (30) business days prior to the filing of each such registration statement, to the Holders Warrant Holder and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Warrant Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities Warrant Securities in such proposed registration statement, the Company shall afford each of the Underwriter Warrant Holder and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionSection 6.2, (A) the Company shall have the right at any time after it shall have given written notice pursuant to this Section 6.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect to postpone or not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof and (B) if the underwriter or underwriters, if any, of any such proposed public offering shall be of the reasonable opinion that the total amount or kind of securities held by the holders of Warrant Securities and any other persons or entities entitled to be included in such Public Offering would adversely affect the success of such public offering, then the amount of securities to be offered for the accounts of holders of Warrant Securities shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such public offering to the amount reasonably recommended by the underwriter or underwriters thereof, whereupon the Company shall only be obligated to register such limited portion (which may be none) of the Warrant Securities with respect to which such holder has provided notice pursuant to this Section 6.2. In no event shall the Company be required pursuant to this Section 6.2 to reduce the amount of securities to be registered by it.

Piggyback Registration. IfIf the Company proposes to file a registration statement under the Securities Act with 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 with an exchange offer, at a transaction to which Rule 145 (or any successor provision) under the Securities Act applies or an offering of securities solely to the Company's existing stockholders), then the Company shall in each case give written notice of such proposed filing to the Holders 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 shares of Restricted Stock as such Holder may request. Each Holder desiring to have Restricted Stock included in such registration statement shall so advise the Company in writing within 10 business days after the date on which the Company's notice is so given, setting forth the number of shares of Restricted Stock for which registration is requested. If the Company's offering is to be an underwritten offering, the Company 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 offering on the same terms and conditions as any similar securities of the Company included therein. The right of each Holder to registration pursuant to this Section 2 in connection with an underwritten offering by the Company shall, unless the Company otherwise assents, be conditioned upon such Holder's participation as a seller in such underwritten offering and its execution of an underwriting agreement with the managing underwriter or underwriters selected by the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to the Company that either because of (a) the kind of securities that the Company, the Holders and any other persons or entities intend to include in such offering or (b) the size of the offering that the Company, the Holders and any other persons or entities intend to make, the success of the offering would be materially and adversely affected by inclusion of the Restricted Stock requested to be included, 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 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 Company, 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 managing underwriter's opinion, (x) the Restricted Stock to be included in such registration and offering shall be reduced as described in clause (i) above or (y) if such actions would, in the judgment of the managing underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Restricted Stock requested to be included would have on such offering, such Restricted Stock will be excluded entirely from such registration and offering. Any Restricted Stock excluded from an underwriting shall, if applicable, be withdrawn from registration and shall not, without the consent of the Company, be transferred in a public distribution prior to the earlier of 90 days (or such other shorter period of time commencing one year from as the managing underwriter may require) after the effective date of the registration statement and expiring four (4) years thereafter, or 150 days after the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0, X-0 or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to date the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders Restricted Stock are notified of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofexclusion.

Piggyback Registration. If, If at any time commencing one year from after the effective date first anniversary of the registration statement Initial Closing Date and expiring four prior to the Registration Termination Date, (4a) years thereafter, the Company proposes to register shares of Common Stock and/or any securities issued in exchange for, in replacement of its securities or otherwise with respect to Common Stock under the Securities Act of 1933, as amended (the a "ActPROPOSED REGISTRATION") in connection with the public offering of such shares or securities (other than a registration relating solely to the sale of securities to participants in connection with a merger Company stock plan or pursuant to a registration on Form X-0S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, X-0 a business combination involving an exchange of securities or other comparable registration statementan exchange offer for securities of the issuer or another entity) it will and (b) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holder, the Company shall, at such time, promptly give the Holder written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do soProposed Registration. If the The Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within shall have twenty (20) days after from its receipt of any such notice to deliver to the Company a written request specifying the amount of its or their desire Registrable Securities that the Holder intends to include any sell and the Holder's intended method of distribution. Upon receipt of such securities in such proposed registration statementrequest, the Company shall afford each 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 to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the CompanyHolder; PROVIDED, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHOWEVER, that the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statementright, or to withdraw the same after the filing but prior to the effective date thereofthe applicable Registration Statement becomes effective, to postpone or withdraw any Proposed Registration without obligation to the Holder. In connection with any Proposed Registration involving an underwriting, the Company shall not be required to include any Registrable Securities in such underwriting unless the Holders accept customary terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, materially and adversely affect such public offering. In the event of a reduction in the number of Shares to be included in an underwriting pursuant to the previous sentence, the number of shares that may be included in such Proposed Registration by the Holder and any other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such registration (the "OTHER REGISTRATION RIGHTS HOLDERS") and who have requested such registration shall be allocated among the Holder and such Other Registration Rights Holders in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave notice of the Proposed Registration. If any Holder or Other Registration Rights Holders would thus be entitled to include more securities than such holders requested to be registered, the excess shall be allocated among the Holder and the Other Registration Rights Holders pro rata in the manner described in the preceding sentence. The parties agree that it is customary in an underwritten offering for the indemnification obligation of a selling securityholder like the Stockholder to underwriters to be several and not joint and limited to the net proceeds the selling securityholder receives in the offering.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act of 1933, as amended (the "Act") (other than in connection with the public offering of such shares for cash (a merger "Proposed Registration") other than a registration statement on Form S-8 or pursuant to Form X-0, X-0 S-4 or any successor or other comparable registration statementforms promulgated for similar purposes and (ii) it will a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty of such Proposed Registration. Each Holder shall have ten (3010) days prior Business Days from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holders. If, in connection with any underwritten public offering for the account of whether 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 written request for limitation on the number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then, after inclusion of any such securities shares as to which the Company is as of the date hereof contractually obligated to register the Company shall have been made) be obligated to elect not to file any such proposed include in the registration statement, or to withdraw the same after the filing but on a pro rata basis with other holders of registration rights outstanding prior to the effective date thereofhereof, only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in a registration statement, in proportion to the number of Registrable Securities sought to be included by such Holders; 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 securities in the registration statement 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 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.

Piggyback Registration. If, at any time during the period commencing one year from on the effective date hereof and ending on ________________________ [the fifth anniversary of the registration statement and expiring four (4) years thereafterdate hereof], the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0S-8, X-0 Form S-4 or other comparable registration statementa successor form) it will give written notice by delixxxx xx xxxxxn, registered mailor certified mail (postage prepaid, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, at least thirty (30) days prior to the filing of each such registration statement, to the Holders Representatives and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. Such notice shall continue to be given by the Company with respect to any future registrations so long as any Warrant Shares remain unregistered. If any of the Holder Representatives or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities Warrant Shares in such proposed registration statement, the Company shall afford each of the Underwriter Representatives and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities Shares registered under such registration statement; provided however, that the Company shall not be obligated to comply with the registration request if (a) such Warrant Shares may be publicly sold by the Holders thereof pursuant to an effective and current registration statement that permits the method of distribution desired by the Holders or (b) the Holders receive an opinion of counsel to the Company that the Warrant Shares may be freely traded without registration pursuant to Rule 144 of the Act or otherwise. Notwithstanding the foregoing, if in the case of an underwritten offering by the Company, the managing underwriter of such offering shall advise the Company in writing that, in its opinion, the distribution of the Warrant Shares requested to be included in the registration concurrently with the other securities being registered, when added to such other securities, would exceed the maximum amount of the Company's securities which can be marketed without materially and adversely affecting the entire offering, then the offering and sale of such Warrant Shares shall be delayed for such period, not to exceed ninety (90) days, as such managing underwriter shall request. In the event of a delay as provided in the preceding sentence, the Company shall file such supplements and post-effective amendments, and take any underwriter such other steps as may be necessary, to permit the proposed offering and sale of such Warrant Shares for a period of ninety (90) days immediately following the end of such period of delay. The Company shall bear all fees and expenses incurred by it in connection with the preparation and filing of such post-effective amendment or new registration statement (other than the fees of the Holders' counsel and other than the underwriting discounts, commissions and expenses on the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rightsWarrant Shares). Notwithstanding the provisions of this SectionSection 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing one year after the date hereof and expiring seven (7) years from the effective date of the registration statement and expiring four (4) years thereafterdate, the Company proposes to register any of its equity securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0, X-0 S-8 or other comparable registration statementS-4) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders Ryan, Beck and to all other Holders Holder(s) of the Warrants and/or the Warrant Securities Warrxxx Sexxxxties of its intention to do so. If the Holder Ryan, Beck or other Holders Holder(s) of the Warrants and/or Warrant Securities notify Securitixx xotxxx the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter Ryan, Beck and such Holders Holder(s) of the Warrants and/or Warrant Securities the Secxxxxies xxe opportunity to have any such Warrant Securities registered under such registration statement. In statement (sometimes referred to herein as the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights"Piggyback Registration"). Notwithstanding the provisions of this SectionSECTION 7.1, the Company shall have the right at any time after it shall have given written notice pursuant to this Section SECTION 7.1 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their reasonable opinion based upon market conditions the number of securities requested to be included in such registration exceeds the number which can be sold in such offering the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities, on the basis of the number of shares requested by such holders to be included, and (iii) third, other securities to be included in such registration.

Piggyback Registration. If, (a) If the Company at any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Company while Registrable Securities are outstanding proposes to register any of its securities under the Securities Act for sale to the public for its own account or on the demand of 1933, as amended (the "Act") any other holder of contractual registration rights (other than (i) a registration on Form S-8 or any successor form or in connection with any employee or director welfare, benefit or compensation plan, (ii) a registration on Form S-4 or any successor form or in connection with an exchange offer, (iii) a registration in connection with a merger securities or rights offering exclusively to the Company's security holders, (iv) a registration in connection with an offering solely to employees of the Company or its affiliates, (v) a registration relating to a transaction pursuant to Form X-0Rule 145 or any other similar rule of the Commission under the Securities Act or (vi) a shelf registration), X-0 or other comparable registration statement) each such time it will give written notice by registered mail, the Holder at least thirty fifteen (3015) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities written notice of its intention to do so, and will afford such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder (subject to the subsequent limiting provisions contained in this paragraph). If the Holder decides not to include all of its Registrable Securities 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 other Holders registration statements as may be filed by the Company with respect to offerings of its securities, upon all the terms and conditions set forth herein. Upon the written request of the Warrants and/or Warrant Securities notify Holder given to the Company within twenty (20) days after its receipt of any such notice of its or their desire to include any such securities in such proposed registration statementnotice, the Company shall afford each will, subject to the limits contained in this Section 3, use its best efforts to cause all such Registrable Securities of the Underwriter and Holder (as so requested in such Holders of the Warrants and/or Warrant Securities the opportunity request) to have any such Warrant Securities registered under be included in such registration statement. In ; provided, however, that if the event Company is advised in writing in good faith by any managing underwriter underwriting of the sale of Company's securities registered by being offered in a public offering pursuant to such registration statement shall limit that the number of securities includable in such registration amount to be sold by shareholders of persons other than the CompanyCompany (collectively, "Selling Stockholders") is greater than the number of such securities shall amount which can be allocated pro rata among offered without adversely affecting the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Sectionoffering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including the Holder) to a number deemed satisfactory by such managing underwriter; and provided further, that any shares to be excluded shall have be determined in the right at following order of priority: (i) securities held by any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of Persons not having any such contractual, incidental registration rights, (ii) securities shall have been madeheld by the Holder and any other Persons having contractual, incidental registration rights (other than those contained in the Existing Agreement) to elect not to file on a pro rata basis, (iii) securities held by any Persons having contractual, incidental registration rights under the Existing Agreement determined on a pro rata basis, and (iv) securities held by any Persons having contractual, demand registration rights under the Existing Agreement that demanded such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofregistration.

Piggyback Registration. If, If the Company at any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Company 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 1933other 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 Restricted Stock for sale to the public), as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0, X-0 or other comparable registration statement) each such time it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities Shareholder of its intention so to do sodo. If Upon the Holder or other Holders written request of the Warrants and/or Warrant Securities notify Shareholders received by the Company within twenty (20) 30 days after receipt the giving of any such notice by the Company, to register such number of its shares of Restricted Stock held by each Shareholder (or their desire by persons taking from such Shareholder pursuant to include any such securities a Permitted Disposition) specified in such proposed registration statementwritten request, the Company will cause the Restricted Stock as to which registration shall afford 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 each Shareholder (in accordance with its written request) of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statementRestricted Stock so registered. In the event that any underwriter underwriting the sale registration pursuant to this Section 5.2 shall be, in whole or in part, an underwritten public offering of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the CompanyCommon Stock, the number of shares of Restricted Stock to be included in such securities an underwriting may be reduced if and to the extent that the managing underwriter shall be allocated pro 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, (i) all Shareholders proposing to sell Restricted Stock in the offering shall bear the reduction on a pro-rata among basis, based on the holders number of Warrants and shares of Restricted Stock each Shareholder proposed to offer for sale in the holders Offering, or (ii) Shareholders holding a majority of other securities entitled the Shares may elect to piggyback withdraw from such registration rightsall shares of Restricted Stock held by Shareholders as to which registration was requested. Notwithstanding the provisions of this Sectionforegoing provisions, the Company shall have the right at may withdraw any time after it shall have given written notice pursuant registration statement referred to in this Section (irrespective of whether a written request for inclusion of 5.2 without thereby incurring any such securities shall have been made) liability to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofShareholder.

Piggyback Registration. If, If the Company at any time commencing one year from the effective date of the registration statement and expiring four (4other than pursuant to Paragraph 5.3) years thereafter, the Company proposes to register any of its securities Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of 1933, as amended other security holders or both (the "Act") (other than in connection except with a merger or pursuant respect to Form registration statements on Forms X-0, X-0 or other comparable registration statement) another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders holders of the Warrants and/or the Warrant Securities outstanding Restricted Stock of its intention so to do sodo. If Upon the Holder or other Holders written request of the Warrants and/or Warrant Securities notify the Company any such holder, given within twenty (20) 20 days after receipt of any such notice notice, to register any of its or their desire to include any such securities in such proposed registration statementRestricted Stock, the Company will use its best efforts to cause the Restricted Stock as to which registration shall afford each of have been so requested to be included in the Underwriter and such Holders of securities to be covered by the Warrants and/or Warrant Securities registration statement proposed to be filed by the opportunity to have any such Warrant Securities registered under such registration statementCompany. In the event that any underwriter underwriting the sale of securities registered by such registration statement pursuant to this Paragraph 5.4 shall limit the number of securities includable in such registration by shareholders of be the Company's underwritten public offering of Common Stock, the number of shares of Restricted Stock to be included in such securities an underwriting may be reduced if and to the extent that the managing underwriter shall be allocated of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein as follows: First, all persons (other than the Company) who have requested shares to be registered and who are not holders of registration rights shall be reduced (to zero, if necessary) in the manner provided by the Company. In the event that the number of shares of stock requested to registered after such reduction shall still be in excess of the number of shares recommended to be registered by the underwriters, then the number of shares shall be further reduced pro rata among according to the number of shares requested by each holder of registration rights to be registered. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Paragraph 5.4 without thereby incurring any liability to the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofRestricted Stock.

Piggyback Registration. If, at If (but without any time commencing one year from the effective date of the registration statement and expiring four (4obligation to do so) years thereafter, the Company proposes to register with the SEC any of its securities the Common Stock under the Securities Act Regulations of 1933, as amended (the "Act") SEC (other than pursuant to a request under Section 4(a) and other than securities to be issued pursuant to a stock option or other employee benefit or similar plan, or in connection with a merger merger, acquisition, or pursuant to Form X-0a Rule 145 transaction), X-0 or other comparable registration statement) it will give written notice by registered mailthe Company shall, as promptly as practicable, but at least thirty (30) 30 days prior to the filing of each such the applicable registration statement, statement give written notice to the Holders and to all other Holders of the Warrants and/or the Warrant Securities Warrantholder of its intention to do soeffect such registration. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company If, within twenty (20) 20 days after receipt of any such notice and after the Commencement Date but before the Expiration Date, the Warrantholder submits a written request to the Company specifying Prior to filing a registration statement pursuant to the Regulations under which the shares of its or their desire to include any such securities in such proposed registration statementCommon Stock issuable upon exercise of this Warrant may be included, the Company shall afford each give reasonable notice to the holder(s) of this Warrant or such shares of Common Stock and shall allow such shares of Common Stock of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Warrantholder to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by be included in such registration statement shall limit subject to the number following terms and conditions: (i) such shares need not be included in any underwritten offering if and to the extent that the managing underwriter determines in its best judgment that their inclusion would impair the success of the offering provided that (A) if other selling stockholders without contractual registration rights have requested registration of securities includable in the proposed offering, the Company will reduce or eliminate such securities held by selling stockholders without registration rights before any reduction or elimination of Registrable Stock; and (B) any such reduction or elimination (after taking into account the effect of clause (A)) shall be pro rata to all other selling stockholders with contractual registration rights; (ii) if shares of Registrable Stock are included in such registration, to the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 4(a) or (c), each holder of Registrable Stock agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Common Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 180 days, provided that in no event shall such "lockup" period applicable to the Warrantholder exceed the length of the shortest "lockup" period applicable to any other person including shares in such registration by shareholders (and the Company hereby also so agrees (except that the Company may effect any sale or distribution of any such securities pursuant to a registration on Form S-4 (if reasonably acceptable to such managing underwriter) or Form S-8, or any successor or similar form which is then in effect or upon the conversion, exchange or exercise of any then outstanding derivative security relating to Common Stock) to use its reasonable bests efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company, Company purchased from the number of such securities shall be allocated pro rata among the holders of Warrants Company at any time other than in a public offering so to agree); and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, (iii) the Company shall have the right at any time after it shall have given written notice no obligation pursuant to this Section (irrespective if at the time the registration statement is proposed to be filed the holders may freely sell the shares of whether a written request for inclusion Common Stock issuable upon exercise of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior this Warrant pursuant to the effective date thereofRegulations of the SEC.

Piggyback Registration. If, If at any time during the five-year period commencing one year from on the effective date of the registration statement Effective Date and expiring four (4) ending five years thereafterhence, the Company proposes shall determine to register for its own account or the account of others under the 1933 Act any of its securities under the Securities Act of 1933equity securities, as amended (the "Act") (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with a merger any acquisition of any entity or pursuant to Form X-0business, X-0 or equity securities issuable in connection with stock option or other comparable employee benefit plans, the Company shall send to each Holder of Warrants or Shares, who is entitled to registration statementrights under this Section 15(a) it will give written notice by registered mailof such determination and, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company if within twenty (20) days after receipt of any such notice of its or their desire to include any notice, such securities Holder shall so request in such proposed registration statementwriting (hereafter a "Selling Holder"), the Company shall afford each include in such Registration Statement all or any part of the Underwriter and such Holders Shares issuable upon exercise of the Warrants and/or Warrant Securities (the opportunity "Registrable Securities") such Selling Holder requests to have any such Warrant Securities registered be registered. The obligations of the Company under such registration statementthis Section 15(a) may be waived by Holders holding a majority in interest of the Registrable Securities. In the event any that the managing underwriter underwriting for said offering advises the sale Company in writing that the inclusion of securities registered such Registrable Securities in the offering would be materially detrimental to the offering, then the Company shall be required to include in the offering only that number of Registrable Securities which the managing underwriter determines in its sole discretion will not jeopardize the success of the offering (the Registrable Securities so included to be apportioned pro rata among all Selling Holders according to the total amount of Registrable Securities entitled to be included therein owned by each selling holder or in such other proportions as shall mutually be agreed to by such registration statement selling holders); PROVIDED HOWEVER, that in no event shall limit any Holder of Registrable Securities have the number of shares of such securities includable reduced in such offer unless and until any holders of non-Registrable Securities intending to participate in such offering (which selling holders' registration rights, if any, were granted by shareholders of the Company, Company from and after the date hereof) first shall have had the number of their shares of such securities reduced up to the amount of securities the managing underwriter has determined in its sole discretion shall be allocated pro rata among excluded from the holders of Warrants offering; and the holders of other securities entitled to piggyback PROVIDED FURTHER, that in no event shall any Shares being sold by a Holder properly exercising a demand registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this granted in Section (irrespective of whether a written request for inclusion of any 14(b) be excluded from such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofoffering.

Piggyback Registration. If, at any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafterprior to April , 2000, the Company proposes to register any of its securities under the Securities Act for sale to the public for its own account or for the account of 1933other security holders (except with respect to registration statements on Forms S-4 or S-8 or another form not available for registering the Registrable Securities for sale to the public), as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0, X-0 or other comparable registration statement) each such time it will give written notice by registered mail, thereof to Holders of its intention so to do (such notice to be given at least thirty fifteen (3015) days prior to the filing thereof). Upon the written request of each any such Holder (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof, received by the Company within ten (10) days after giving of any such. notice by the Company, to register any of such Holder's Registrable Securities, the Company will use its reasonable efforts, subject to Section 2(b) below, to cause the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the Registration Statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the Holder (in accordance with its written request) of such Registrable Securities so registered ("Piggyback Registration Rights"); PROVIDED, that (i) if such registration statementinvolves an underwritten offering, all Holders requesting to be included in the Company's registration must sell their Registrable Securities to the Holders underwriters selected by the Company on the same terms and conditions as apply to all other Holders of the Warrants and/or the Warrant Securities Company; and (ii) if, at any time after giving written notice of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of register any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made2(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. If a registration pursuant to this Section 2(a) involves an underwritten public offering, any Holder requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. The foregoing provisions notwithstanding, (i) the Company may withdraw any registration statement referred to in this Section 2(a) without thereby incurring any liability to the Holders, and (ii) the inclusion of shares of Registrable Securities under such Piggyback Registration Rights is subject to the cut-back provisions of Section 2(b) below.

Piggyback Registration. If, at any time commencing one year from after the effective date hereof until the expiration of the registration statement and expiring four (4) years thereafterWarrant Exercise Term, the Company (or any successor company into which the Company may be merged) proposes to register any of its securities under the Act on a registration statement that may be used for the registration of the Warrant Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or merger, pursuant to Form X-0, X-0 or other comparable registration statement, in connection with a registration requested pursuant to Section 6.3 hereof or in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) it will give written notice by registered mail, at least thirty (30) business days prior to the filing of each such registration statement, to the Holders Warrant Holder and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Warrant Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities Warrant Securities in such proposed registration statement, the Company shall afford each of the Underwriter Warrant Holder and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionSection 6.2, (A) the Company shall have the right at any time after it shall have given written notice pursuant to this Section 6.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect to postpone or not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof and (B) if the underwriter or underwriters, if any, of any such proposed public offering shall be of the reasonable opinion that the total amount or kind of securities held by the holders of Warrant Securities and any other persons or entities entitled to be included in such Public Offering would adversely affect the success of such public offering, then the amount of securities to be offered for the accounts of holders of Warrant Securities shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such public offering to the amount reasonably recommended by the underwriter or underwriters thereof, whereupon the Company shall only be obligated to register such limited portion (which may be none) of the Warrant Securities with respect to which such holder has provided notice pursuant to this Section 6.2. In no event shall the Company be required pursuant to this Section 6.2 to reduce the amount of securities to be registered by it.

Piggyback Registration. If, at any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, If the Company proposes to register any of its securities file a registration statement under the Securities 1933 Act with respect to an offering by the Company of 1933, as amended (any class of securities after the "Act") Closing Date (other than a registration statement on Form S-4 or S-8 or any successor form to such Forms, or filed in connection with a merger merger, exchange offer or pursuant an offering of securities solely to Form X-0the existing stockholders in connection with a merger, X-0 exchange offer or other comparable registration statement) it will an offering of securities solely to the existing stockholders in connection with a rights offering or solely to employees of the Company), then the Company shall give written notice by registered mail, of such proposed filing to the Buyer at least thirty (30) twenty days prior to before the anticipated filing of each such registration statementdate, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice shall offer Buyer the opportunity to register such amount of Registrable Securities as Buyer may request. The Company shall use its best efforts to cause the managing underwriter or their desire underwriters of a proposed underwritten offering to permit the Buyer to include any such securities in such offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding the foregoing, (i) if the managing underwriter or underwriters of such proposed registration statementunderwritten offering delivers a written notice to the Buyer that the total amount of securities which the Buyer, the Company shall afford each and any other persons or entities (other than such other persons or entities with whom the Company has agreements on the date hereof prohibiting reduction or limitation as contemplated herein) having registration rights, intend to include in such offering is sufficiently large as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of the Underwriter Buyer and for the accounts of such Holders of the Warrants and/or Warrant Securities the opportunity other persons or entities shall be reduced or limited in proportion to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale their respective amounts of securities registered to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such registration statement managing underwriter; provided, that no reduction shall limit be made in the number of securities includable in such registration by shareholders to be offered for the account of the Company, the number of ; and (ii) if such proposed underwritten offering involves only equity securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company managing underwriter or underwriters thereof shall have the right at any time after it shall have given delivered a written notice pursuant to this Section (irrespective of whether a written request for the Buyer that the inclusion of any Registrable Securities in such securities offering will materially and adversely affect the success of such offering, then no Registrable Securities shall have been made) to elect not to file any be included in such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofoffering.

Piggyback Registration. If, If the Company at any time commencing one year from the effective date of the proposes to file a registration statement with respect to its Common Stock, whether (i) for its own account (other than a registration statement on Forms S-4 or S-8 (or any successor or substantially similar form), and expiring four (4) years thereafter, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger (A) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to Form X-0any such plan, X-0 (B) a dividend reinvestment plan, or other comparable (C) a "shelf" registration statementpursuant to Rule 415 under the Securities Act) it will or (ii) for the account of an Other Holder or Other Holders that have requested such registration (a "Requesting Securityholder"), then the Company shall in each case give written notice by registered mail, of such proposed filing to the Stockholders at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt before the anticipated filing date of any such notice of its or their desire to include any such securities in such proposed registration statementstatement by the Company, the Company shall afford each of the Underwriter and such Holders of notice shall offer to the Warrants and/or Warrant Securities Stockholder the opportunity to have any such Warrant or all of the Registrable Securities registered under held by the Stockholder included in such registration statement. In The Stockholder shall advise the event Company in writing within ten (10) days after the date of receipt of such notice of the amount of Registrable Securities for which registration is requested, and the Company shall use its commercially reasonable efforts to include in such Registration Statement all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any underwriter underwriting such proposed public offering advises the sale Company that the total amount or kind of securities registered by which the Stockholder, the Company and any other Persons intended to be included in such registration statement proposed public offering is sufficiently large to adversely affect the success of such proposed public offering, then the amount or kind of securities to be offered for the accounts of the Stockholder and the Other Holders shall limit be reduced pro rata, based upon the aggregate number of securities includable to be offered for the accounts of the Stockholder and all Other Holders (except the Company and the Requesting Securityholder) of securities intended to be included in such registration by shareholders offering and the number or kind of securities to be offered for the account of the CompanyStockholder and each Other Holder, to the number extent necessary to reduce the total amount or kind of securities to be included in such proposed public offering to the amount or kind recommended by such managing underwriter or underwriters before the securities shall be allocated pro rata among offered by the holders of Warrants and Company or any Requesting Securityholder are so reduced. Anything to the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of contrary in this SectionAgreement notwithstanding, the Company shall have the right may withdraw or postpone a Registration Statement referred to in this Section 4 at any time before it becomes effective or withdraw, postpone or terminate the offering after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior becomes effective without obligation to the effective date thereofStockholder.

Piggyback Registration. If, If at any time commencing one year from after the effective date of Initial Public Offering, the Corporation proposes to file a registration statement and expiring four (4) years thereafter, the Company proposes to register any of its securities under the Securities Act covering a proposed sale of 1933its Common Stock, as amended (whether for its own account or for the "Act") account of any other security holder or both (other than a registration statement on Form S-4 or S-8, or any form substituting therefor for shares of Common Stock to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Corporation pursuant to any employee benefit plan, respectively, and other than a registration statement filed in connection with a merger or an offering effected pursuant to Form X-0subsection 2.l(a) or 2.3(a) hereof), X-0 or other comparable registration statement) it will the Corporation shall give each Holder written notice by registered mail, of such proposed filing at least thirty (30) days 20 Business Days prior to the anticipated filing of date, and such notice shall offer each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to register such number of Registrable Securities as they may request, which request must be delivered to the Corporation in writing within ten Business Days after the notice given by the Corporation. The Corporation shall use its best efforts to cause the Registrable Securities as to which registration shall have any such Warrant Securities registered under such been so requested by the requesting Holders to be included among the shares of Common Stock to be covered by the registration statementstatement proposed to be filed by the Corporation pursuant to this subsection 2.2. In the event that any underwriter underwriting the sale of securities registered by such registration statement shall limit be, in whole or in part, an underwritten public offering, the Corporation shall use its best efforts to cause the managing underwriter or underwriters to include such Registrable Securities as to which registration shall have been so requested by the requesting Holders, all upon the same terms and conditions as the other shares of Common Stock included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering, in good faith, determine that the total number of shares of Common Stock which the requesting Holders, the Corporation and any other security holders of the Corporation intend to include in such offering would materially adversely affect the success of such offering or the price of the shares of Common Stock to be offered, then the Corporation shall reduce the number of securities includable shares of Common Stock to be included in such offering to the number of shares of Common Stock which the managing underwriter or underwriters shall have advised can be sold in such offering, said reduction to be effected in the following order: (x) first, any or all shares of Common Stock requested to be included in such offering by any other security holders of the Corporation (other than security holders exercising demand registration rights), pro rata among such other security holders in proportion to their respective numbers of shares of Common Stock sought to be registered pursuant to such offering, (y) second, any or all shares of Common Stock requested to be included in such offering by the Holders, pro rata among the Holders in proportion to their respective number of Registrable Securities sought to be registered pursuant to such offering, (z) third, any or all shares of Common Stock proposed to be sold by the Corporation pursuant to such offering, and (zz) fourth, any or all shares of Common Stock requested to be included in such offering by security holders of the Corporation exercising demand registration rights, PRO RATA among such security holders in proportion to the number of shares of Common Stock entitled to be registered by each and in accordance with their respective priorities. In the event that the contemplated registration does not involve an underwritten public offering, the determination that the inclusion of any Registrable Securities requested to be included in such registration by shareholders the requesting Holders would have a material adverse effect on the success of such offering or the price of the Company, the number shares of such securities Common Stock to be offered shall be allocated pro rata among made in the holders good faith reasonable judgment of Warrants and the holders Corporation's Board of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofDirectors.

Piggyback Registration. If, during the term of this Agreement, the Company at any time commencing one year from the effective date of the proposes to file a registration statement and expiring four with respect to any class of equity securities, whether (4i) years thereafter, the Company proposes to register any of for its securities under the Securities Act of 1933, as amended (the "Act") own account (other than in connection with the Registration Statement contemplated by Section 3 or a merger registration statement on Form S-4 or S-8 (or any successor or substantially similar form), and other than in connection with (A) an employee stock option, stock purchase or compensation 6 plan or of securities issued or issuable pursuant to Form X-0any such plan, X-0 or other comparable (B) a dividend reinvestment plan) or (ii) for the account of a holder of securities of the Company pursuant to demand registration statement) it will rights granted by the Company (a "Requesting Securityholder"), then the Company shall in each case give written notice by registered mail, of such proposed filing to all Holders of Registrable Securities at least thirty fifteen (3015) days prior to before the anticipated filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt date of any such notice of its or their desire to include any such securities in such proposed registration statementstatement by the Company, the Company shall afford each of the Underwriter and such notice shall offer to all Holders of the Warrants and/or Warrant Securities the opportunity to have any or all of the Registrable Securities held by such Warrant Securities registered under Holders included in such registration statement. In Each Holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 4 shall so advise the event any underwriter underwriting Company in writing within ten (10) days after the sale date of securities registered by receipt of such notice (which request shall set forth the amount of Registrable Securities for which registration is requested), and the Company shall use its commercially reasonable efforts to include in such registration statement all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering advises the Company that the total amount of securities which the Holders of Registrable Securities, the Company and any other Persons intended to be included in such proposed public offering is sufficiently large to adversely affect the success of such proposed public offering, then the amount of securities to be offered for the accounts of Holders of Registrable Securities shall limit be reduced pro rata, based upon the aggregate number of securities to be offered for the accounts of all of the Holders of Registrable Securities and all other holders (except the Company and the Requesting Securityholder) of securities intended to be included in such offering and the number of securities includable to be offered for the account of each such Holder, to the extent necessary to reduce the total amount of securities to be included in such registration proposed public offering to the amount recommended by shareholders of such managing underwriter or underwriters before the Company, securities offered by the number of such securities shall be allocated pro rata among Company or any Requesting Securityholder are so reduced. Anything to the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of contrary in this SectionAgreement notwithstanding, the Company shall have the right may withdraw or postpone a registration statement referred to in this Section 4 at any time before it becomes effective or withdraw, postpone or terminate the offering after it shall have given written notice becomes effective without obligation to the Holder or Holders of the Registrable Securities; provided that the Company's obligations pursuant to this Section (irrespective of whether a written request for inclusion of any such securities 5(a)(ii), 7 and 8 shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofremain effective.

Piggyback Registration. If, at At any time commencing one year from after the effective date issuance of Conversion Shares pursuant to the conversion of Convertible Preference Shares pursuant to the terms of the registration statement and expiring four (4) years thereafterResolution, if the Company proposes to register any of its Common Shares or any other of its common equity securities (collectively, "OTHER SECURITIES") under the Securities Act of 1933, as amended (the "Act") (other than a registration (i) on Form S-4 or S-8 or any successor form thereto, (ii) filed in connection with a merger an offering of securities solely to the Company's existing shareholders or (iii) pursuant to Form X-0a registration under Section 2), X-0 whether or other comparable not for sale for its own account, in a manner which would permit registration statement) of Registrable Securities for sale for cash to the public under the Securities Act, at each such time it will give prompt written notice by registered mail, to each Holder of its intention to do so at least thirty (30) days prior to the anticipated filing date of the registration statement relating to such registration. Such notice shall offer each such Holder the opportunity to include in such registration statementstatement such number of Registrable Securities as each such Holder may request. Upon the written request of any such Holder (each, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company a "REQUESTING HOLDER") made within twenty (20) days after the receipt of any such the Company's notice (which request shall specify the number of its or their desire Registrable Securities intended to include any such securities in such proposed registration statementbe disposed of and the intended method of disposition thereof), the Company shall afford each use its Best Efforts to effect, in the manner set forth in the applicable provisions of Section 5, in connection with the registration of the Underwriter and Other Securities, the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register, to the extent required to permit the disposition (in accordance with such Holders intended methods thereof) of the Warrants and/or Warrant Registrable Securities the opportunity so requested to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Companybe registered, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.provided that:

Piggyback Registration. If(a) At any time that the Company proposes to file a Company Registration Statement within three (3) years from the date hereof, plus the aggregate number of days during which the Shelf Registration Statement was not effective or usable pursuant to Section 2.2(d), the Company shall give the Holders written notice of its intention to do so and of the intended method of sale (the "Registration Notice") within a reasonable time prior to the anticipated filing date of the Company Registration Statement effecting such Company Registration. Each Holder may request inclusion of any Restricted Securities in such Company Registration by delivering to the Company, within ten (10) Business Days after receipt of the Registration Notice, a written notice (the "Piggyback Notice") stating the number of Restricted Securities proposed to be included and that such shares are to be included in any underwriting only on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such Company Registration Statement. The Company shall use its best efforts to cause all Restricted Securities specified in the Piggyback Notice to be included in the Company Registration Statement and any related offering, all to the extent requisite to permit the sale by the Holders of such Restricted Securities in accordance with the method of sale applicable to the other shares of Common Stock included in such Company Registration Statement; provided, however, that if, at any time commencing one year from after giving written notice of its intention to register any securities and prior to the effective date of the registration statement and expiring four (4) years thereafter, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than Registration Statement filed in connection with a merger or pursuant to Form X-0, X-0 or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementregistration, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity determine for any reason not to have any such Warrant Securities registered under such register or to delay registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Sectionsecurities, the Company shall have the right may, at any time after it shall have given its election, give written notice pursuant of such determination to this Section (irrespective each Holder of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statementRestricted Securities and, or to withdraw the same after the filing but prior to the effective date thereof.thereupon:

Piggyback Registration. If, (a) If the Company at any time commencing one year from the effective date of the registration statement and expiring four (4other than pursuant to Section 4 hereof) years thereafter, the Company proposes to register any of its securities Company Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of 1933other securityholders or both (except with respect to registration statements on Form S-4 or S-8 or another form not available for registering the Restricted Stock for sale to the public), as amended (the "Act") (other than in connection with a merger or pursuant to Form X-0, X-0 or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and time to all other Holders holders of the Warrants and/or the Warrant Securities outstanding Restricted Stock of its intention to do so. If Upon the Holder or other Holders written request of the Warrants and/or Warrant Securities notify the Company any such holder, given within twenty (20) 20 days after receipt of any such notice by the Company, to register any of its or their desire to include any such securities in such proposed registration statementRestricted Stock (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock, as to which registration shall afford each 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 required to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered; PROVIDED that nothing herein shall prevent the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under Company from abandoning or delaying such registration statementat any time; PROVIDED FURTHER that the only securities the Company shall be required to register pursuant hereto shall be shares of Company Common Stock. In the event that any underwriter registration pursuant to this Section 5 shall be, in whole or in part, an underwritten Public Offering of Company Common Stock, any request by a holder pursuant to this Section 5 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the sale same terms and conditions as the shares of securities registered by Company Common Stock otherwise being sold through underwriters under such registration statement shall limit or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of securities includable shares of Restricted Stock to be included in such registration by shareholders of the Company, the number of such securities shall an underwriting may be allocated pro rata reduced (PRO RATA among the holders of Warrants Restricted Stock requesting registration pursuant to this Section 5 based on the number of shares of Restricted Stock owned by any such holder on the date of such request out of the total outstanding shares of Company Capital Stock on that date) 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; PROVIDED, HOWEVER, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company and the holders of other securities entitled to piggyback registration rights. Notwithstanding Restricted Stock; PROVIDED FURTHER that the provisions number of this Section, shares of Restricted Stock held by the Company shall have the right at any time after it shall have given written notice pursuant to FFT Purchasers that this Section (irrespective of whether 5 permits to be included in a written request for inclusion of any registration may be allocated among the FFT Purchasers as such securities parties shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofagree.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act in connection with the public offering of 1933, as amended (the "Act") such shares for cash (other than a registration relating solely to the sale of securities to participants in connection with a merger Company stock plan or pursuant to employee stock award or a registration on Form X-0S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, X-0 a business combination involving an exchange of securities or other comparable an exchange offer for securities of the issuer or another entity) (a "Proposed Registration") and (ii) a registration statement) it will statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least of such Proposed Registration. Each Holder shall have thirty (30) days prior from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior 3 without obligation to the effective date thereof.Holder. If, in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distributions, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which