Common use of Piggy Back Registration Clause in Contracts

Piggy Back Registration. If, at any time prior to the Maturity Date, the Borrower proposes to file a registration statement under the 1933 Act with respect to an underwritten offering by the Borrower for its own account or for the account of others of any class of security (other than (a) a registration statement on Forms S-4 or S-8, (b) a registration statement filed in connection with an exchange offer or (c) a registration statement filed as a result of Section 2 hereof), then the Borrower shall in each case give written notice of such proposed filing to the Creditor at least 30 days prior to the anticipated filing date, and such notice shall offer the Creditor the opportunity to register such shares of Registrable Securities as each such holder may request. The Borrower shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Borrower included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers an opinion to the Creditor that the total amount of securities which it or the Borrower or any other persons or entities intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount or kind of securities to be offered for the accounts of the Creditor shall be reduced pro rata with respect to each holder 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, however, that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rights) as well as the Borrower, such reduction shall not represent a greater fraction of the number of securities intended to be offered by the Creditor than the fraction of similar reductions imposed on such other persons or entities with respect to the amount of securities they intended to offer.

Piggy Back Registration. If, at any (a) Request for Registration. Each time prior to the Maturity Date, the Borrower Company proposes to file a registration statement under the 1933 Securities Act with respect to an underwritten offering by the Borrower Company for its own account or for the account of others any of its securityholders of any class of equity security (other than except, (ai) a registration statement on Forms Form S-4 or S-8S-8 (or any substitute form that is adopted by the Commission), (bii) a registration statement filed in connection with a dividend reinvestment plan, stock option plan or unit investment trusts, or (iii) a registration statement filed in connection with an exchange offer or (c) a offering of securities solely to the Company's existing securityholders), and the form of registration statement filed as a result to be used permits the registration of Section 2 hereof)Registrable Securities, then the Borrower Company shall in each case give written notice of such proposed filing to the Creditor at least 30 Holders as soon as reasonably practicable (but in no event less than 20 days prior to before the anticipated filing date and no less than 30 days before the anticipated effective date), and such notice shall offer the Creditor Holders the opportunity to register such shares of Registrable Securities as each such holder the Holders may requestrequest (which request shall specify the Registrable Securities intended to be disposed of by the Holders and the intended method of distribution thereof) up to 20 days before the anticipated effective date (a "Piggy-Back Registration"). The Borrower Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower to be included in the registration for such offering a Piggy-Back Registration to include such securities in such offering be included on substantially the same terms and conditions as any similar securities of the Borrower included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers an opinion to the Creditor that the total amount of securities which it or the Borrower Company or any other persons securityholder included therein and to permit the sale or entities intend to include in such offering is sufficiently large to materially and adversely affect the success other disposition of such offering, then Registrable Securities in accordance with the amount or kind intended method of securities distribution thereof. Any Holder shall have the right to be offered withdraw such Holder's request for the accounts inclusion of the Creditor shall be reduced pro rata with respect its Registrable Securities in any Registration Statement pursuant to each holder this Section 3 by giving written notice to the extent necessary Company of such withdrawal no later than two Business Days prior to reduce the total amount anticipated effective date. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective, provided that the Company shall give prompt notice of securities such withdrawal to the other Holders, if any, requested to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rights) as well as the Borrower, such reduction shall not represent a greater fraction of the number of securities intended to be offered by the Creditor than the fraction of similar reductions imposed on such other persons or entities with respect to the amount of securities they intended to offerPiggy-Back Registration.

Piggy Back Registration. (i) If, at any time prior to the Maturity DateDecember 31, the Borrower 2010, ONEH proposes to file a registration statement under the 1933 Securities Act with respect to an underwritten offering by the Borrower for its own account ONEH or for the account any other party of others of any class of security ONEH Common Stock (other than (a) a registration statement on Forms Form S-4 or S-8, (b) S-8 or any successor form or a registration statement filed solely in connection with an exchange offer offer, a business combination transaction or (c) a registration statement filed as a result an offering of Section 2 hereofsecurities solely to the existing stockholders or employees of ONEH), then the Borrower ONEH, on each such occasion, shall in each case give written notice (each, a "ONEH Piggy-Back Notice") of such proposed filing to the Creditor UGTI at least 30 fifteen days prior to before the anticipated filing datedate of such registration statement, and such notice ONEH Piggy-Back Notice also shall be required to offer to UGTI the Creditor the one-time opportunity to register such aggregate number of shares of Registrable Securities ONEH Common Stock as each such holder UGTI may request, subject to the terms hereof. The Borrower UGTI shall have the one-time right, exercisable for the five days immediately following the giving of the ONEH Piggy-Back Notice, to request, by written notice (each, a "UGTI Notice") to ONEH, the inclusion of all or any portion of the shares of ONEH Common Stock owned by UGTI in such registration statement. ONEH shall use its reasonable best efforts to cause the managing underwriter or underwriters underwriter(s) of a proposed underwritten offering to permit the holders inclusion of Registrable Securities requested in writing within fifteen (15) days after the notice given by UGTI’s ONEH shares which were the Borrower to be included in subject of the registration for such offering to include such securities UGTI Notice in such underwritten offering on the same terms and conditions as any similar securities of the Borrower ONEH included therein. Notwithstanding anything to the foregoingcontrary contained in this Section 1.4(i), if the managing underwriter or underwriters underwriter(s) of such underwritten offering or any proposed underwritten offering delivers an a written opinion to the Creditor UGTI that the total amount and kind of securities which it or the Borrower or they, ONEH and any other persons or entities person intend to include in such offering is sufficiently large such as to materially and adversely affect the success of such offering, then the amount or kind of securities to be offered for the accounts account of the Creditor UGTI and persons other than ONEH shall be eliminated or reduced pro rata with respect to each holder (based on the amount of securities owned by UGTI and other persons which carry registration rights) 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, however, that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rightsunderwriter(s) as well as the Borrower, such reduction shall not represent a greater fraction of the number of securities intended to be offered by the Creditor than the fraction of similar reductions imposed on such other persons or entities with respect to the amount of securities they intended to offerin its written opinion.

Piggy Back Registration. If, at any time prior to during the Maturity Datefive (5) year period commencing on December 20, 2018, the Borrower Company proposes to file a registration statement under the 1933 Securities Act with respect to an underwritten offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Borrower Company for its own account or for shareholders of the account of others of any class of security (Company for their account, other than (a) a registration statement on Forms S-4 or S-8, (bi) a registration statement filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (ciii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a registration statement filed as a result of Section 2 hereof)dividend reinvestment plan, then the Borrower Company shall in each case (x) give written notice of such proposed filing to the Creditor at least 30 holder(s) of this Warrant and any Warrant Shares as soon as practicable but in no event less than ten (10) days prior to before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holder(s) of this Warrant and any Warrant Shares in such notice shall offer the Creditor the opportunity to register such shares of the Registrable Securities as each such holder holders may requestrequest in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). The Borrower Company shall use its reasonable best efforts cause such Registrable Securities to be included in such registration statement and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower to be included in the registration for such offering to include such securities in such offering a Piggy-Back Registration on the same terms and conditions as any similar securities of the Borrower included thereinCompany and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. Notwithstanding All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the foregoing, if underwriter or underwriters selected for such Piggy-Back Registration. If the managing underwriter or underwriters of such for a Piggy-Back Registration that is to be an underwritten offering delivers an opinion to advises the Creditor Company in writing that the total dollar amount or number of shares of Registrable Securities which the holder(s) thereof desire to sell, taken together with all other securities which it the Company desires to sell and all other securities, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights which the holders thereof desire to sell, exceeds the maximum dollar amount or the Borrower or any other persons or entities intend to include maximum number of shares that can be sold in such offering is sufficiently large to materially and without adversely affect affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering, then the amount or kind Company may remove from such registration statement any Registrable Securities that the managing underwriters shall reasonably request. Any holder of securities Registrable Securities may elect to be offered withdraw such ▇▇▇▇▇▇’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the accounts Company of such request to withdraw prior to the effectiveness of the Creditor shall be reduced pro rata with respect registration statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to each holder written contractual obligations) may withdraw a registration statement at any time prior to the extent necessary effectiveness of the registration statement. The Company shall bear all fees and expenses attendant to reduce registering the total amount Registrable Securities, including the expenses of securities any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities, but the Holders shall pay any and all underwriting commissions related to the Registrable Securities. Notwithstanding anything contained in this Section 6 to the contrary, the Company shall have no obligation pursuant to this Section 6 to cause the Registrable Securities to be included in a registration statement where the Holder would then be entitled to sell under Rule 144 within any three-month period (or such offering to other period prescribed under Rule 144 as may be provided by amendment thereof) all of the amount recommended Registrable Securities then held by such managing underwriter or underwriters; provided, however, that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rights) as well as the Borrower, such reduction shall not represent a greater fraction of the number of securities intended to be offered by the Creditor than the fraction of similar reductions imposed on such other persons or entities with respect to the amount of securities they intended to offerHolder.

Piggy Back Registration. If, at any time prior to If the Maturity Date, the Borrower Company proposes to file a registration statement under the 1933 Act with respect to an underwritten offering by the Borrower Company for its own account or for the account of others of any class of security its Common Stock (other than (a) a registration statement on Forms S-4 Form ▇-▇, ▇-▇ or S-8, S-14 (bor any form substituting therefor) a registration statement or filed in connection with an exchange offer or (can offering of securities solely to the Company's existing stockholders or employees) a registration statement filed as a result of Section 2 at any time, on or after the date hereof), then the Borrower Company shall in each case give written notice of such proposed filing to the Creditor Shareholder at least 30 twenty days prior to before the anticipated filing date, and such notice shall offer the Creditor Shareholder the opportunity to register such shares number of Registrable Securities as each the Shareholder may request in writing within ten days after receipt of such holder may requestnotice. The Borrower Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower to be included in the registration for such offering Shareholder to include such securities in such offering on the same terms and conditions as any similar securities of the Borrower Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers an deliver a written opinion to the Creditor Shareholder to the effect that the total amount of securities which it or the Borrower or Shareholder, the Company and any other persons or entities intend to include in such offering is sufficiently large to would materially and adversely affect the success of such offering, then the amount or kind of securities to be offered for the accounts account of the Creditor Shareholder shall be reduced pro rata with respect to each holder 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 underwritersunderwriter; provided, however, provided that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rights) as well as the BorrowerCompany, such reduction shall not represent a greater fraction of the number of securities intended requested to be offered registered by the Creditor Shareholder than the fraction of similar reductions imposed on such other persons or entities with respect to over the amount of securities they intended requested to offerbe registered by such holders. In connection with a piggy-back registration, the Company will bear all Registration Expenses.

Piggy Back Registration. If, at any time prior to If the Maturity Date, the Borrower Issuer proposes or is required to file a registration statement under the 1933 Securities Act with respect to an underwritten offering by the Borrower Issuer for its own account or and/or for the account of others of any class of equity security (other than (a) a registration statement on Forms S-4 Form S-8 or S-8, (b) a registration statement filed in connection with an any exchange offer or (c) an offering of securities solely to the Issuer's existing stockholders or a registration statement filed as a result of pursuant to Section 2 7.1 hereof), then the Borrower Issuer shall in each case give written notice of such proposed filing to the Creditor all Holders at least 30 15 days prior to before the anticipated filing date, and such notice shall offer the Creditor such Holders the opportunity to register such number of shares of Registrable Securities as each such holder Holder may request; provided that the Issuer may at any time withdraw or cease proceeding with any registration of Registrable Securities described in this Section 7.2 if it shall at the same time withdraw or cease proceeding with the registration of such other securities originally proposed to be registered. The Borrower Issuer shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower to be included in the registration for such offering Holders to include such securities in such offering on the same terms and conditions as any similar securities of the Borrower Issuer included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers an opinion to informs the Creditor Holders that the total amount or kind of securities which it or such Holders, the Borrower or Issuer and any other persons or entities Persons intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount or kind of securities to be offered for the accounts of the Creditor shall be reduced pro rata with respect among the Holders and any other Persons proposing to each holder register securities (other than a Person for whom the Issuer is making a Required Registration) on the basis of the number of shares proposed to be registered by them, 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; providedunderwriter. In connection with a piggy-back registration, however, that if securities are being offered for the account of other persons or entities Issuer will bear all Registration Expenses (other than those exercising demand registration rights) as well as underwriting discounts for the Borrower, such reduction shall not represent a greater fraction Registrable Securities and counsel fees of the number of securities intended to Holders, which shall be offered borne by the Creditor than the fraction of similar reductions imposed on such other persons or entities with respect to the amount of securities they intended to offerselling Holders.)

Piggy Back Registration. If, at any time prior to (1) If the Maturity Date, the Borrower Company proposes to file a registration statement under the 1933 Securities Act with respect to an underwritten offering by the Borrower Company for its own account or for the account of others any of its security holders (provided that, in the case of a registration on demand of such security holders, the holders of a majority in aggregate principal amount or number of shares of any such debt securities or equity securities, as the case may be, consent in writing) of any class of equity security (other than (a) a registration statement on Forms Form S-4 or S-8, S-8 (bor any substitute form that may be adopted by the Securities and Exchange Commission) or a registration statement filed in connection with an exchange offer or (coffering to the Company's existing security holders or the issuance of the Exchange Notes pursuant to Section 3.2(e) a registration statement filed as a result of Section 2 hereofthe Bridge Loan Agreement), then the Borrower Company shall in each case give written notice of such proposed filing to the Creditor at least 30 Holders of Registerable Securities as soon as practicable (but in no event less than ten days prior to before the anticipated filing date), and such notice shall offer the Creditor such Holders the opportunity to register such shares amount of Registrable Registerable Securities as each such holder Holder may request. request (a "Piggy-Back Registration") . (2) The Borrower Company shall use its reasonable best efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the holders of Registrable Registerable Securities requested in writing within fifteen (15) days after the notice given by the Borrower to be included in the registration statement for such offering to include such securities in such offering be included on the same terms and conditions as any similar securities of the Borrower Company or of such other security holders included therein. Notwithstanding the foregoing, if the managing underwriter Underwriter or underwriters Underwriters of such offering delivers an shall have informed the Company in writing that in the opinion of such Underwriter or Underwriters the success of the offering would be materially and adversely affected by inclusion of the Registerable Securities requested to be included because of (i) the Creditor that the total amount kind or combination of securities which it or the Borrower or Holders, the Company and any other persons or entities intend to include in such offering or (ii) the size of the offering which the Holders, the Company and such other persons intend to make, then (a) in the event that the size of the offering is sufficiently large to materially and adversely affect the success basis of such offeringmanaging Underwriter's opinion, then the amount or kind of securities to be offered for the accounts of Holders and such other persons (other than the Creditor Company) shall be reduced pro rata with respect to each holder (based upon the Registerable Securities and other securities owned by each) 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 Underwriter or underwritersUnderwriters; provided, however, and (b) in the event that if securities are being offered for the account of other persons kind (or entities (other than those exercising demand registration rightscombination) as well as the Borrower, such reduction shall not represent a greater fraction of the number of securities intended to be offered is the basis of such managing Underwriter's opinion, (x) the Registerable Securities to be included in such offering shall be reduced as described in clause (a) above or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registerable Securities and the securities held by the Creditor than the fraction of similar reductions imposed on such other persons or entities with respect requested to be included would have on such offering, such Registerable Securities and other securities will be excluded from such offering to the amount extent requested by the managing Underwriter. The Company will pay all Registration Expenses (as hereinafter defined) in connection with each registration of securities they intended to offerRegisterable Securities.

Piggy Back Registration. If, at any time prior to If the Maturity Date, the Borrower Grantee proposes to file a registration statement under the 1933 Act with respect to an underwritten offering by the Borrower Grantee for its own account or for the account of others of any class of security (other than (a) a registration statement on Forms S-4 or S-8, (b) a registration statement S-8 or filed in connection with an exchange offer or (c) a registration statement filed as a result an offering of Section 2 hereofsecurities solely to the Grantee's existing stockholders), then the Borrower Grantee shall in each case give written notice of such proposed filing to the Creditor Stockholders at least 30 days prior to the anticipated filing date, and such notice shall offer the Creditor such Stockholders the opportunity to register such shares of Registrable Securities as each such holder may requestrequest (a "Piggy-Back Registration"). In such case, the holders of the Registrable Securities will bear any incremental expense attributable to the registration of such Registrable Securities. The Borrower Grantee shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower Grantee to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Borrower Grantee included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers deliver an opinion to the Creditor Stockholders that the total amount of securities which it they or the Borrower Grantee or any other persons or entities intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount or kind of securities to be offered for the accounts of the Creditor Stockholders of Registrable Securities shall be reduced pro rata with respect to each holder to the extent necessary to reduce the total amount of securities to be included in such offering to the amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rights) as well as the Borrower, such reduction shall not represent a greater fraction of the number of securities intended to be offered by the Creditor than the fraction of similar reductions imposed on such other persons or entities with respect to the amount of securities they intended to offer.

Piggy Back Registration. If, a. If at any time prior to within one (1) year of the Maturity Date, date hereof the Borrower Company proposes to file a registration statement under the 1933 Securities Act with respect to an underwritten offering by the Borrower Company for its own account or for the account of others any other Person of any class of equity security, including any security convertible into or exchangeable for any equity security (other than (a) a registration statement on Forms S-4 or S-8, S-8 (bor their successor forms) a registration statement or filed in connection with an exchange offer or (c) a registration statement filed as a result an offering of Section 2 hereofsecurities solely to the Company's existing shareholders), then the Borrower Company shall in each case give written notice of such proposed filing to the Creditor Holder of Registrable Securities at least 30 twenty (20) days prior to before the anticipated filing date, and such notice shall offer the Creditor Holder the opportunity to register such shares number of Registrable Securities as each such holder the Holder may request. The Borrower Company shall use its reasonable best efforts diligence to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the holders Holder of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Borrower Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers an a written opinion to the Creditor Holder of Registrable Securities that the total amount of securities which it they or the Borrower or Company and any other persons or entities Persons intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount or kind of securities Registrable Securities to be offered for the accounts account of the Creditor Holder of Registrable Securities shall be reduced pro rata with respect to each holder to the extent necessary necessary, in the opinion of such managing underwriter, to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter. The Holder acknowledges and agrees that if the managing underwriter determines that it is necessary to reduce the number of securities to be registered on behalf of the Holder of Registrable Securities and any other Persons, such reduction will not take place pro rata, but instead will be done with a preference being given to those other Persons who are holders of securities of the Company which were issued prior to the execution of this Agreement or underwriterswhich are issuable pursuant to contracts entered into prior to the execution of this Agreement. From and after the date of this Agreement, the Company agrees that it shall not, without the prior written consent of the Holder, enter into any agreement with any holder or prospective holders of any securities of the Company which would grant to such holder or prospective holders any piggy-back registration rights having a preference or priority over the piggy-back registration rights granted to the Holder pursuant to this Section 2; provided, however, that if securities are being offered for the account foregoing covenant and agreement shall not, in any manner, alter or otherwise affect the preference or priorities previously granted to other Persons prior to the execution of other persons or entities (other than those exercising demand registration rights) as well as this Agreement. b. Notwithstanding anything to the Borrowercontrary contained in this Agreement, such reduction the Company shall not represent be required to include Registrable Securities in any registration statement if the proposed registration is (a) a greater fraction registration of a stock option or other employee incentive compensation plan or of securities issued or issuable pursuant to any such plan, (b) a registration of securities issued or issuable pursuant to a shareholder reinvestment plan or other similar plan, (c) a registration of securities issued in exchange for any securities or any assets of, or in connection with a merger or consolidation with, an unaffiliated company, or (d) a registration of securities pursuant to a "rights" or other similar plan designed to protect the Company's shareholders from a coercive or other attempt to take control of the number of securities intended to be offered Company. c. The Company may withdraw any registration statement and abandon any proposed offering initiated by the Creditor than Company without the fraction consent of similar reductions imposed on the Holder of Registrable Securities, notwithstanding the request of the Holder to participate therein in accordance with this provision, if the Company determines, in good faith in its sole discretion, that such other persons or entities with respect to action is in the amount best interests of securities they intended to offerthe Company and its shareholders (for this purpose, the interest of the Holder shall not be considered).

Piggy Back Registration. If, at any time prior to (a) If the Maturity Date, the Borrower Company proposes to file a registration statement under the Securities Act of 1933, as amended (the "1933 Act Act"), with respect to an underwritten offering by the Borrower Company for its own account or for the account of others any other Person of any class of equity security, including any securities convertible into or exchangeable for any equity security (other than (a) a registration statement on Forms S-4 or S-8, S-8 (bor their successor forms) a registration statement or filed in connection with an exchange offer or (c) a registration statement filed as a result an offering of Section 2 hereofsecurities solely to the Company's existing stockholders), then the Borrower Company shall in each case give written notice of such proposed filing to the Creditor Holders of Registrable Securities at least 30 twenty days prior to before the anticipated filing date, and such notice shall offer the Creditor such Holders the opportunity to register such shares number of Registrable Securities as each such holder Holder may requestrequest (a "Piggy-back Registration"). The Borrower Company shall use its reasonable best efforts diligence to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the holders Holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Borrower Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers an a written opinion to the Creditor holders of Registrable Securities that the total amount of securities which it they or the Borrower or Company and any other persons or entities Persons intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount or kind of securities Registrable Securities to be offered for the accounts of the Creditor Holders of Registrable Securities shall be reduced pro rata with respect to each holder Holder requesting inclusion therein to the extent necessary necessary, in the opinion of such managing underwriter, to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwritersunderwriter; provided, however, that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rights) Persons as well as the BorrowerCompany, such reduction shall not represent a greater fraction of the number of securities intended to be offered by the Creditor Holders of Registrable Securities than the fraction of similar reductions imposed on such other persons or entities Persons with respect to the amount of securities they intended to offer. (b) Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to include Registrable Securities in any registration statement if the proposed registration is (i) a registration of a stock option or other employee incentive compensation plan or of securities issued or issuable pursuant to any such plan, (ii) a registration of securities issued or issuable pursuant to a stockholder reinvestment plan, or other similar plan, (iii) a registration of securities issued in exchange for any securities or any assets of, or in connection with a merger or consolidation with, an unaffiliated company, or (iv) a registration of securities pursuant to a "rights" or other similar plan designed to protect the Company's stockholders from a coercive or other attempt to take control of the Company. (c) The Company may withdraw any registration statement and abandon any proposed offering initiated by the Company without the consent of any Holder of Registrable Securities, notwithstanding the request of any such Holder to participate therein in accordance with this provision, if the Company determines in its sole discretion that such action is in the best interests of the Company and its stockholders (for this purpose, the interest of the Holders in effecting the registration and offering shall not be considered).

Piggy Back Registration. If, (a) If at any time prior to the Maturity Date, Company determines that the Borrower proposes to Company will file a registration statement under the 1933 Act Registration Statement with respect to an underwritten offering by any securities of the Borrower Company of any class, whether such securities are to be offered for its the Company's own account or for the account of others of any class of security (holder, other than (a) a registration statement on Forms Form S-4 or S-8, (b) Form S-8 or a registration statement filed in connection with an exchange offer or (c) a registration statement filed as a result an offering of Section 2 hereof)equity securities solely to the Company's existing Stockholders, then the Borrower shall Company shall, in each case case, give at least fifteen (15) business days' prior written notice to each Stockholder (other than, in the case of a filing under Section 5.1 above, the Demanding Stockholder) of such proposed filing to the Creditor at least 30 days prior to the anticipated filing date, and such notice shall offer the Creditor each Stockholder the opportunity to register such shares number of Registrable Securities Shares as each such holder Stockholder may request. The Borrower shall specify. (b) In the event that any offering of securities with respect to which a Registration Statement is filed as described in Section 5.2(a) is to be an underwritten public offering, the Company shall, if a Stockholder so requests, use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed such underwritten public offering to permit such number of Shares as the holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower Stockholder may specify to be included in the registration for such offering to include such securities in such underwritten public offering on the same no less favorable terms and conditions as to the Stockholder than the terms and conditions applicable to any similar securities included therein for the account of the Borrower included thereinCompany (or other Stockholders). Notwithstanding the foregoing, if the lead managing underwriter or underwriters underwriter(s) of such offering delivers an deliver(s) a written opinion to the Creditor Company that marketing factors require a limitation on the total amount number of Shares or other securities which it or of the Borrower or any other persons or entities intend Company to include be offered and sold in such offering is sufficiently large to materially and adversely affect the success of such offering, then there shall be included in the amount or kind offering, first, all securities proposed by the Company to be sold for its account and second, only that number of Shares, if any, requested to be included in such Registration Statement by Stockholders requesting registration pursuant to this Section 5.2 that such lead managing underwriter reasonably and in good faith believes will not substantially interfere with (including, without limitation, adversely affecting the pricing of) the offering of securities proposed to be sold by the Company for its own account. In such event and provided the managing underwriter has so notified the Company in writing, the number of Shares to be offered for and sold by Stockholders desiring to participate in such offering shall be allocated among such Stockholders in accordance with the accounts terms of the Creditor shall be reduced immediately preceding sentence and otherwise on a pro rata with respect to basis based upon the number of shares of Common Stock (assuming conversion of the Preferred Stock and other securities convertible into or exchangeable for Common Stock held by such Stockholders) each holder to the extent necessary to reduce the total amount of securities such Stockholder beneficially owns, provided, that all Shares proposed to be included in such offering other than Shares held by Participating Stockholders shall be reduced pro rata as provided above (to zero if required) before any reduction in the number of Shares to be sold by the Participating Stockholders. (c) To the extent that the registration of any Shares pursuant to Section 5.1 or 5.2 is not to be included in an underwritten public offering, each Registration Statement which includes such Shares shall permit any Stockholder to sell the Shares in such lawful manner as a Stockholder may request in accordance with this Section 5, provided, however, that the Company may elect to file an additional Registration Statement to cover Shares on any occasion when the Stockholder requests inclusion of Shares in a Registration Statement to be filed by the Company. Each Stockholder acknowledges that its right to cause Shares to be included in any underwritten public offering will be subject to its entering into (i) an underwriting agreement, on terms and conditions no less favorable to the amount recommended by Stockholder than are offered to the Company in such managing underwriter or underwritersunderwritten public offering and (ii) other customary arrangements with the underwriters of such offering; provided, however, that if securities are being offered for no Stockholder shall be required to make any representations, warranties or indemnities except as they relate to such Stockholder's ownership of shares and authority to enter into the account underwriting agreement and to such Stockholder's intended method of distribution, and the liability of each such Stockholder shall be limited to an amount equal to the net proceeds from the offering received by such Stockholder. (d) To the extent not inconsistent with applicable law, in the event that the Company effects an underwritten public offering of the Shares pursuant to Section 5.1 or 5.2, each Stockholder agrees not to effect any public sale or distribution of any Shares during a reasonable period not to exceed (i) 180 days following the effective date of the initial public offering and (ii) 90 days following the effective date of any other persons or entities (other than those exercising demand registration rights) as well as public offering, in each case, if, and to the Borrowerextent, such reduction shall not represent a greater fraction "lock-up" is requested by the underwriter(s) of the number of securities intended to be offered by the Creditor than the fraction of similar reductions imposed on such other persons or entities with respect to the amount of securities they intended to offeroffering.

Piggy Back Registration. If, at any time prior to the Maturity Date, the Borrower proposes to file a registration statement under the 1933 Act with respect to an underwritten offering by the Borrower for its own account or for the account of others of any class of security (other than (ai) a registration statement on Forms S-4 or S-8, (b) a registration statement filed in connection with an exchange offer or (c) a registration statement filed as a result of Section 2 hereof), then the Borrower shall in each case give written notice of such proposed filing to the Creditor at least 30 days prior to the anticipated filing date, and such notice shall offer the Creditor the opportunity to register such shares of Registrable Securities as each such holder may request. The Borrower shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Borrower included therein. Notwithstanding the foregoinganything contained herein, if the managing underwriter Underwriter or underwriters Underwriters of any underwritten offering described in Section 2.2 have informed, in writing, the Holders requesting inclusion in such offering delivers an that it is their opinion to the Creditor that the total amount number of securities shares which it or the Borrower or Company, Holders and any other persons or entities Persons holding securities of the same class as the Registrable Securities desiring to participate in such registration intend to include in such offering is sufficiently large such as to materially and adversely affect the success of such offering, then then, the amount or kind number of securities shares to be offered for the accounts of the Creditor shall be reduced pro rata with respect or limited in the following order of priority: first, the number of shares to each holder be offered by all other holders of securities of the same class as the Registrable Securities other than the Holders or other holders who demanded such registration ("Demand Holders") to the extent necessary to reduce the total amount number of shares as recommended by such managing Underwriter or Underwriters; and second, if further reduction or limitation is required, the number of shares to be offered for the account of the Holders shall be reduced or limited on a pro rata basis in proportion to the relative number of Registrable Securities of the Holders participating in such registration. (ii) If the managing Underwriter or Underwriters of any underwritten offering described in Section 2.2 notify the Holders requesting inclusion in such offering that the kind of securities that the Holders, the Company and any other Persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (i) above or (y) if such reduction would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the amount recommended by adverse effect that inclusion of the Registrable Securities requested to be included would have on such managing underwriter or underwriters; provided, however, that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rights) as well as the Borroweroffering, such reduction shall not represent a greater fraction of the number of securities intended to Registrable Securities will be offered by the Creditor than the fraction of similar reductions imposed on excluded from such other persons or entities with respect to the amount of securities they intended to offeroffering.

Piggy Back Registration. If, a. If at any time prior to within one (1) year of the Maturity Date, date hereof the Borrower Company proposes to file a registration statement under the 1933 Securities Act with respect to an underwritten offering by the Borrower Company for its own account or for the account of others any other Person of any class of equity security, including any security convertible into or exchangeable for any equity security (other than (a) a registration statement on Forms S-4 or S-8, S-8 (bor their successor forms) a registration statement or filed in connection with an exchange offer or (c) a registration statement filed as a result an offering of Section 2 hereofsecurities solely to the Company's existing shareholders), then the Borrower Company shall in each case give written notice of such proposed filing to the Creditor Holders of Registrable Securities at least 30 twenty (20) days prior to before the anticipated filing date, and such notice shall offer the Creditor Holders the opportunity to register such shares number of Registrable Securities as each such holder Holder may request. The Borrower Company shall use its reasonable best efforts diligence to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the holders Holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Borrower Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers an a written opinion to the Creditor Holders of Registrable Securities that the total amount of securities which it they or the Borrower or Company and any other persons or entities Persons intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount or kind of securities Registrable Securities to be offered for the accounts of the Creditor Holders of Registrable Securities shall be reduced pro rata with respect to each holder to the extent necessary necessary, in the opinion of such managing underwriter, to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter. The Holders acknowledge and agree that if the managing underwriter determines that it is necessary to reduce the number of securities to be registered on behalf of the Holders of Registrable Securities and any other Persons, such reduction will not take place pro rata, but instead will be done with a preference being given to those other Persons who are holders of securities of the Company which were issued prior to the execution of this Agreement or underwriterswhich are issuable pursuant to contracts entered into prior to the execution of this Agreement. From and after the date of this Agreement, the Company agrees that it shall not, without the prior written consent of the Holders, enter into any agreement with any holder or prospective holders of any securities of the Company which would grant to such holder or prospective holders any piggy-back registration rights having a preference or priority over the piggy-back registration rights granted to the Holders pursuant to this Section 2; provided, however, that if securities are being offered for the account foregoing covenant and agreement shall not, in any manner, alter or otherwise affect the preference or priorities previously granted to other Persons prior to the execution of other persons or entities (other than those exercising demand registration rights) as well as this Agreement. b. Notwithstanding anything to the Borrowercontrary contained in this Agreement, such reduction the Company shall not represent be required to include Registrable Securities in any registration statement if the proposed registration is (a) a greater fraction registration of a stock option or other employee incentive compensation plan or of securities issued or issuable pursuant to any such plan, (b) a registration of securities issued or issuable pursuant to a shareholder reinvestment plan or other similar plan, (c) a registration of securities issued in exchange for any securities or any assets of, or in connection with a merger or consolidation with, an unaffiliated company, or (d) a registration of securities pursuant to a "rights" or other similar plan designed to protect the Company's shareholders from a coercive or other attempt to take control of the number of securities intended to be offered Company. c. The Company may withdraw any registration statement and abandon any proposed offering initiated by the Creditor than Company without the fraction consent of similar reductions imposed on the Holder of Registrable Securities, notwithstanding the request of the Holder to participate therein in accordance with this provision, if the Company determines, in good faith in its sole discretion, that such other persons or entities with respect to action is in the amount best interests of securities they intended to offerthe Company and its shareholders (for this purpose, the interest of the Holder shall not be considered).

Piggy Back Registration. If, at any time prior to (a) If the Maturity Date, the Borrower Corporation proposes to file a registration statement under the 1933 Securities Act with respect to an underwritten offering by the Borrower for its own account or Corporation for the account of others any other Person of any class of equity security, including any security convertible into or exchangeable for any equity security (other than (a) a registration statement on Forms S-4 or S-8, S-8 (bor their successor forms) a registration statement or filed in connection with an exchange offer or (can offering of securities solely to the Corporation's existing stockholders, and other than as set forth in Section 14.2(b) a registration statement filed as a result of Section 2 hereofbelow), then the Borrower Corporation shall in each case give written notice of such proposed filing to the Creditor Holders at least 30 twenty days prior to before the anticipated filing date, and such notice shall offer the Creditor such Holders the opportunity to register such shares number of Registrable Securities as each such holder Holder may requestrequest (a "Piggy-back Registration"). The Borrower Corporation shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the holders Holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Borrower Corporation included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers deliver an opinion to the Creditor Holders that the total amount of securities which it or the Borrower or they and any other persons or entities Persons (other than the Corporation) intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount or kind of securities Registrable Securities to be offered for the accounts of the Creditor Holders shall be reduced pro rata with respect to each holder in inverse order of the priority of registration rights specified in this Agreement held by holders of securities requesting inclusion therein to the extent necessary necessary, in the opinion of such managing underwriter, to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwritersunderwriter; provided, however, that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rights) as well as the Borrower, such reduction imposed upon Holders shall not represent be greater, on a greater fraction of percentage basis with respect to the number of securities intended Registrable Securities requested to be offered by the Creditor included, than the fraction of similar reductions reduction imposed on such upon other persons or entities Persons whose piggy-back registration rights are pari passu with those granted hereby with respect to the amount of securities they intended requested for inclusion in such registration. (b) Notwithstanding anything to offerthe contrary contained in this Agreement, the Corporation shall not be required to include Registrable Securities in any registration statement if the proposed registration is (i) a registration of a stock option or other employee incentive compensation or employee benefit plan or of securities issued or issuable pursuant to any such plan, or a registration statement relating to warrants, options or shares of capital stock granted or to be granted or sold primarily as incentive (c) The Corporation may withdraw any registration statement and abandon any proposed offering initiated by the Corporation without the consent of any Holder, notwithstanding the request of any such Holder to participate therein in accordance with this provision, if the Corporation determines in its sole discretion that such action is in the best interests of the Corporation and its stockholders (for this purpose, the interest of the Holders shall not be considered).