Common use of Piggy-Back Registrations Clause in Contracts

Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within ten (10) days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registration.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder Investor not then eligible to sell all of their Registrable Securities under Rule 144 in a three-month period, written notice of such determination andand if, if within ten (10) days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to register exclude any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by unless the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stockCompany has first excluded all outstanding securities, the Company shall holders of which are not be required contractually entitled to include any inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities in and (ii) after giving effect to the immediately preceding proviso, any such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion (as nearly as practicable to) to the number of Registrable Securities owned or other securities, as applicable, sought to be included by each Holder requesting registrationsuch Investor or other holder. If an offering in connection with which an Investor is entitled to registration under this Section 6.7 is an underwritten offering, then each Investor 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 Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness the registration statement for which piggy-back registration has been provided in this Section 6.7, any Event Payments payable to an Investor whose Securities are included in such registration statement shall terminate and no longer be payable.

Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act▇▇▇▇ ▇▇▇) or their then then-equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within ten (10) 15 days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6(e) 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then then-effective Registration Statement. In Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with any an underwritten public offering involving (an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters“Underwritten Offering”), and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and managing underwriter has advised the Company in their sole discretion determine will not jeopardize good faith that the success inclusion of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included by the Holders participating in such offeringUnderwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, then the Registrable Securities that are order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be allocated among included in such Underwritten Offering; (ii) second, any securities that the Holders of Registrable Securities request to include in proportion (as nearly as practicable to) such Registration Statement, on a pro rata basis, based on the number of Registrable Securities owned requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by each written notice delivered to the Company, any Holder requesting registration(an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4.

Piggy-Back Registrations. If, (a) If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver give prompt written notice to each all Holders of Registrable Securities of its intention to do so and of such Holders’ rights under this Section 6. Upon the written request of any such Holder a made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason 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, if within ten (10) days after the date thereupon, shall be relieved of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 6(e6(a) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current involves an underwritten public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject offering, any Holder of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders 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 Company will pay all registration expenses in connection with each registration of Registrable Securities. (b) If a registration pursuant to this Section 6 involves an underwritten offering exceeds and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offeringRegistrable Securities), then the Company shall be required to will include in such registration (i) first, 100% of the offering only that securities the Company proposes to sell and (ii) second, to the extent of the number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offeringregistration pursuant to this Section 6 which, then in the Registrable Securities that are included in opinion of such offering shall managing underwriter, can be allocated among sold without having the Holders of Registrable Securities in proportion (as nearly as practicable to) adverse effect referred to above, the number of Registrable Securities owned which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting registrationHolders in like manner).

Piggy-Back Registrations. If, (a) If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver give prompt written notice to each the Holder a of Registrable Securities of its intention to do so and of such Holder’s rights under this Section 6. Upon the written request of any such Holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder thereof, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason 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 the Holder of Registrable Securities and, if within ten (10) days after the date thereupon, shall be relieved of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses in connection therewith), and (ii) if such registration involves an underwritten offering, the Holder of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 6(e6(a) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current involves an underwritten public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stockoffering, the Company shall not be required to include any Holder of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders 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 Company will pay all registration expenses in connection with each registration of Registrable Securities. (b) If a registration pursuant to this Section 6 involves an underwritten offering exceeds and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offeringRegistrable Securities), then the Company shall be required to will include in such registration (i) first, 100% of the offering only that securities the Company proposes to sell and (ii) second, to the extent of the number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offeringregistration pursuant to this Section 6 which, then in the Registrable Securities that are included in opinion of such offering shall managing underwriter, can be allocated among sold without having the Holders of Registrable Securities in proportion (as nearly as practicable to) adverse effect referred to above, the number of Registrable Securities owned by each which the Holder requesting has requested to be included in such registration.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, except as contemplated by Section 2(c) hereof, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder a written notice of such determination and, if within ten (10) 15 days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e7(f) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to under the Securities Act without volume limitation or that are the subject of a then effective Registration Statement. In connection with any offering involving ; provided, further, however, if there is not an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than effective Registration Statement covering all of the Registrable Securities requested during the Effectiveness Period, the Company may file a registration statement with the Commission to register equity securities of the Company to be registered can be included sold on a primary basis, provided that the Company does not sell any such shares until there is an effective Registration Statement covering all of the Registrable Securities. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(f) prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registration.

Piggy-Back Registrations. If, If at any time during after the Effectiveness Period, there date that is not an effective Registration Statement covering all six (6) months after the listing of the Registrable Securities Company’s Common Stock on a Trading Market, and except as otherwise set forth herein, the Company shall determine decide to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder a written notice of such determination and, if within ten (10) fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement statement, all or any part of such Registrable Securities such Holder requests Holders request to be registered; provided, however, that that, the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) 2 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements144(k) promulgated by the Commission pursuant to under the Securities Act or that are the subject of a then effective Registration Statement. In connection with any ; provided, further, however, (i) if the registration statement is an offering involving an underwriting of shares of to be made on a continuous basis pursuant to Rule 415 and is not on a Form S-3, and the Company’s capital stock, Commission advises the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Registerable Securities which such Holders have requested to be registered can may not be included in such offeringunder Rule 415(a)(i), then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by to be registered for each Holder requesting registrationshall be reduced pro-rata among all the Holders to an amount to which is permitted by the Commission for resale under Rule 415(a)(i) and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from the Registration Statement; provided, further, however, the Registerable Securities hereunder shall have first priority over shares being registered by any other third parties other than the Company; and (ii) if the registration so proposed by the Company involves an underwritten offering of the securities so being registered for the account of the Company, to be distributed by or through one or more underwriters of recognized standing, and the managing underwriter of such underwritten offering shall advise the Company in writing that, in its opinion, the distribution of all or a specified portion of the Registrable Securities which the Holders have requested the Company to register and otherwise concurrently with the securities being distributed by such underwriters will materially and adversely affect the distribution of such securities by such underwriters (such opinion to state the reasons therefor), then the Company will promptly furnish each such Holder of Registrable Securities with a copy of such opinion, and by providing such written notice to each such Holder, such Holder may be denied the registration of all or a specified portion of such Registrable Securities (in case of such a denial as to a portion of such Registrable Securities, such portion to be allocated pro rata among the Holders); provided, however, shares to be registered by the Company for issuance by the Company shall have first priority, each holder of Registrable Securities hereunder shall have second priority, and any other shares being registered on account of other third parties shall have third priority.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder a holder of Registrable Securities written notice of such determination and, if within ten twenty (1020) days after the date of the delivery receipt of such notice, any such Holder holder shall so request in writing, the Company shall include in such registration statement all or any part of such the Registrable Securities such Holder holder requests to be registered, except that if, in connection with any Underwritten 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, such limitation is necessary to effect an orderly public distribution of securities covered thereby, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities for to which such holder has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such holders; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant inclusion of securities in such registration statement; and provided, further, however, that, after giving effect to the Securities Act or that are the subject of a then effective Registration Statement. In connection with immediately preceding proviso, any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in proportion (as nearly as practicable to) the number such registration statement. No right to registration of Registrable Securities owned by each Holder requesting registrationunder this Section shall be construed to limit any registration otherwise required hereunder.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder a holder of Registrable Securities written notice of such determination and, if within ten twenty (1020) days after the date of the delivery receipt of such notice, any such Holder holder shall so request in writing, the Company shall include in such registration statement all or any part of such the Registrable Securities such Holder holder requests to be registered, except that if, in connection with any Underwritten 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, such limitation is necessary to effect an orderly public distribution of securities covered thereby, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities for to which such holder has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such holders; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant inclusion of securities in such registration statement; and provided, further, however, that, after giving effect to the Securities Act or that are the subject of a then effective Registration Statement. In connection with immediately preceding proviso, any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in proportion (as nearly as practicable to) the number such registration statement. No right to registration of Registrable Securities owned by each Holder requesting registrationunder this Section shall be construed to limit any registration otherwise required hereunder.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder Investor not then eligible to sell all of their Registrable Securities under Rule 144 in a three-month period, written notice of such determination andand if, if within ten (10) days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to register exclude any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by unless the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stockCompany has first excluded all outstanding securities, the Company shall holders of which are not be required contractually entitled to include any inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities in and (ii) after giving effect to the immediately preceding proviso, any such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion (as nearly as practicable to) to the number of Registrable Securities owned or other securities, as applicable, sought to be included by each Holder requesting registrationsuch Investor or other holder. If an offering in connection with which an Investor is entitled to registration under this Section 6.7 is an underwritten offering, then each Investor 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 Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness the registration statement for which piggy-back registration has been provided in this Section 6.7, any Event Payments payable to an Investor whose Securities are included in such registration statement shall terminate.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration ------------------------ of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then ) the Company shall deliver send to each Holder a Investor who is entitled to registration rights under this Section 2(c) written notice of such determination and, if within ten twenty (1020) days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that 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)' reasonable good faith 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 of the Registrable Securities with respect to which such Investor has requested inclusion hereunder; provided that no portion of the equity securities which the Company is offering for its own account shall be excluded; provided, further that the Company shall be entitled to exclude Registrable Securities to the extent necessary to avoid breaching obligations existing prior to the date hereof to other stockholders of the Company. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant 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 with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights or whose registration rights existed prior to the date hereof. No right to registration of Registrable Securities under this Section 6(e2(c) that are eligible for resale pursuant shall be construed to Rule 144 (without volume restrictions or current public information requirementslimit any registration required under Section 2(a) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statementhereof. In connection with any offering involving an underwriting of shares The obligations of the Company’s capital stock, the Company shall not under this Section 2(c) may be required to include any waived by Investors holding a majority of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the CompanySecurities. If the total number of securities, requested by stockholders an offering in connection with which an Investor is entitled to be included in such offering exceeds the number of securities to be sold (other than by the Companyregistration under this Section 2(c) that the underwriters in their reasonable discretion determine is compatible with the success of the an underwritten offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the each Investor whose Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among Registration Statement shall, unless otherwise agreed by the Holders of Company, offer and sell such Registrable Securities in proportion (an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as nearly as practicable to) the number other shares of Registrable Securities owned by each Holder requesting registrationCommon Stock included in such underwritten offering.

Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 or one universal shelf registration statement on Form S-3 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within ten (10) fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6(e) that are immediately eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration StatementStatement that is available for resales or other dispositions by such Holder. In Notwithstanding the foregoing, (i) if such registration involves an underwritten public offering, such Holder must sell such Registrable Securities that such Holder requests to be registered to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to such Holder entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (ii) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with any offering involving an underwriting of shares of the Company’s capital stocksuch registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to such Holder and, thereupon, shall be required relieved of its obligation to include register any of the Registrable Securities in connection with such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registration.

Piggy-Back Registrations. If(a) Subject to Section 14.02(b), whenever the LLC proposes to file a Registration Statement at any time during and from time to time, it will, prior to such filing, promptly give written notice to all Investors of its intention to do so and, if the Effectiveness PeriodLLC receives the written request of any Investor holding Registrable Shares (as defined below) within twenty (20) days after the LLC provides such notice, there is not an effective Registration Statement covering the LLC shall cause all of Registrable Shares that the Registrable Securities and the Company shall determine LLC has been requested by such Investor or Investors to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others be registered under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under to the Securities Act) or extent necessary to permit their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option sale or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within ten (10) days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registereddisposition; provided, however, that the Company rights set forth in this Section 14.02 shall not apply to Registration Statements to be required filed pursuant to register Section 14.01 hereof; and provided further that the LLC shall have the right to postpone or withdraw any Registrable Securities registration effected pursuant to this Section 6(e) that are eligible for resale pursuant 14.02 without obligation to Rule 144 (without volume restrictions or current public information requirements) promulgated any Investor. The expenses of such withdrawn registration shall be borne by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. LLC. (b) In connection with any offering under this Section 14.02 involving an underwriting of shares of the Company’s capital stockunderwriting, the Company LLC shall not be required to include any of the Registrable Securities Shares in such underwriting unless the Holder accepts holders thereof accept the terms of the underwriting as reasonably agreed upon between the Company LLC and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering selected by the Companyit. If the total number underwriter advises the LLC or the holders of securitiesRegistrable Shares requesting registration hereunder that, requested by stockholders to be included in such offering exceeds its good faith view, marketing factors require a limitation of the number of securities Shares to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offeringunderwritten, then the Registrable Securities Shares that are included in such offering shall be allocated among the Holders of Registrable Securities selling holders in proportion (as nearly as practicable to) the number of Registrable Securities Shares owned by each Holder requesting selling holder or in such other proportions as shall mutually be agreed to by all such selling holders; provided that in no event shall (i) the number of Registrable Shares included in the offering be reduced unless all other securities (other than securities to be sold by the LLC) are first entirely excluded from the offering, or (ii) the amount of Registrable Shares included in the offering be reduced below twenty-five percent (25%) of the total amount of securities included in such offering unless such offering is the initial public offering of the LLC’s equity securities and no other Member has included shares in such registration. For purposes of the provision in this Section 14.02(b) concerning apportionment, for any holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such holder, or the estates and Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing persons, shall be deemed to be a single “holder”, and any pro rata reduction with respect to such holder shall be based upon the aggregate number of Registrable Shares owned by all persons included in such “holder”.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then ) the Company shall deliver send to each Holder a the Investor written notice of such determination and, if within ten twenty (1020) days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company Company, to the extent permitted by law, shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that 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)' reasonable good faith judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder will be included in the Registration Statement; provided that no portion of the equity securities which the Company is offering for its own account shall be excluded; provided, further that the Company shall be entitled to exclude Registrable Securities to the extent necessary to avoid breaching obligations existing prior to the date hereof to other stockholders of the Company. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant 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 with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights or whose registration rights existed prior to the date hereof. No right of the Investor to registration of Registrable Securities under this Section 6(e2(c) that are eligible for resale pursuant shall be construed to Rule 144 (without volume restrictions or current public information requirementslimit any registration required under Section 2(a) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statementhereof. In If an offering in connection with any offering involving which an underwriting of shares of the Company’s capital stock, the Company shall not be required Investor is entitled to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Companyregistration under this Section 2(c) that the underwriters in their reasonable discretion determine is compatible with the success of the an underwritten offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the each Investor whose Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among Registration Statement shall, unless otherwise agreed by the Holders of Company, offer and sell such Registrable Securities in proportion (an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as nearly as practicable to) the number other shares of Registrable Securities owned by each Holder requesting registrationCommon Stock included in such underwritten offering.

Piggy-Back Registrations. IfSubject to the last sentence of this Section 2(c), if at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Holder a Investor who is entitled to registration rights under this Section 2(c) written notice of such determination and, if within ten twenty (1020) days after the effective date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to register 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 with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(c) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(c) is an underwritten offering, then each Investor 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 Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investors pursuant to this Section 6(e2(c) that are eligible for resale shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of the Registration Statement to be filed pursuant to Rule 144 (without volume restrictions or current public information requirementsSection 2(a) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection in accordance with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registrationthis Agreement.

Piggy-Back Registrations. If, (a) If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver give prompt written notice to each Holder a of Registrable Securities of its intention to do so and of such Holder’s rights under this Section 6. Upon the written request of any such Holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Holder thereof, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason 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 such Holder of Registrable Securities and, if within ten (10) days after the date thereupon, shall be relieved of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses in connection therewith), and (ii) if such registration involves an underwritten offering, such Holder of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 6(e6(a) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current involves an underwritten public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject offering, any Holder of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders 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 Company will pay all registration expenses in connection with each registration of Registrable Securities. (b) If a registration pursuant to this Section 6 involves an underwritten offering exceeds and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offeringRegistrable Securities), then the Company shall be required to will include in such registration (i) first, 100% of the offering only that securities the Company proposes to sell and (ii) second, to the extent of the number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offeringregistration pursuant to this Section 6 which, then in the Registrable Securities that are included in opinion of such offering shall managing underwriter, can be allocated among sold without having the Holders of Registrable Securities in proportion (as nearly as practicable to) adverse effect referred to above, the number of Registrable Securities owned by each which such Holder requesting has requested to be included in such registration.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined), the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than the amendment of a registration statement now on file, registration statements on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Holder a Investor written notice of such determination filing and, if within ten fifteen (1015) days after the date of the delivery receipt of such notice, any such Holder an Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually 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 having the contractual right to include such securities in the Registration Statement other than holders of securities contractually entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. If an offering in connection with which an Investor is entitled to registration under this Section 6(e2(b) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving is an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the underwritten offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the each Investor whose Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering Registration Statement shall be allocated among the Holders of offer and sell such Registrable Securities in proportion (an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as nearly as practicable to) the number other shares of Registrable Securities owned by each Holder requesting registrationCommon Stock included in such underwritten offering.

Piggy-Back Registrations. IfSubject to the last sentence of this Section 2(d), if at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other bona fide, employee benefit plans), then the Company shall deliver send to each Holder a Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten fifteen (1015) days after the effective date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to register 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 with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then each Investor 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 Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investors pursuant to this Section 6(e2(d) that are eligible for resale shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Rule 144 (without volume restrictions or current public information requirementsSection 2(a) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection in accordance with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registrationthis Agreement.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, 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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder a Purchaser who is entitled to registration rights under this Section 2(f) written notice of such determination and, if within ten (10) days after the date of the delivery receipt of such notice, any such Holder Purchaser shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Purchaser requests to be registered, except that 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 Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Purchaser has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Purchasers seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Purchasers; 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 by right to inclusion of securities in such Registration Statement; 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 having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(f) shall be construed to limit any registration required under Section 2(a) hereof. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities pursuant on such Registration Statement referred to in this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registration2(f).

Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 or one universal shelf registration statement on Form S-3 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within ten (10) fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration StatementStatement that is available for resales or other dispositions by such Holder. In Notwithstanding the foregoing, (i) if such registration involves an underwritten public offering, such Holder must sell such Registrable Securities that such Holder requests to be registered to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to such Holder entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (ii) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with any offering involving an underwriting of shares of the Company’s capital stocksuch registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to such Holder and, thereupon, shall be required relieved of its obligation to include register any of the Registrable Securities in connection with such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registration.

Piggy-Back Registrations. If, at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as defined in Section 3(a) below) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Holder a Investor written notice of such determination andfiling, if and if, within ten (10) 15 days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to register exclude any Registrable Securities pursuant to this Section 6(e) that unless the Company has first excluded all outstanding securities, the holders of which are eligible for resale pursuant to Rule 144 (without volume restrictions officers, directors or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares other insiders of the Company’s capital stock, the Company shall or who are not be required contractually entitled to include any inclusion of the Registrable Securities such securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will Registration Statement or are not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders contractually entitled to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible pro rata inclusion with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which (ii) after giving effect to the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in immediately preceding proviso, any such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion (as nearly as practicable to) to the number of Registrable Securities owned or other securities, as applicable, sought to be included by each Holder requesting such Investor or other holder, and (iii) no such reduction shall reduce the amount of Registrable Securities included in the registration below twenty-five (25%) of the total amount of securities included in such registration. No right to registration of Registrable Securities under this Section 2(c) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(c) is an underwritten offering, then each Investor 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 Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities issued and outstanding at such time and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder a written notice of such determination determination, which notice shall set forth the intended method of distribution of such securities, the class of such securities, the amount of securities proposed to be registered and the offering price thereof and, if within ten (10) fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement the resale of all or any part of such Registrable Securities that are issued and outstanding as of such request, as such Holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights; provided, however, that that, the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) 2 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements144(k) promulgated by the Commission pursuant to under the Securities Act or that are the subject of a then effective Registration Statement. In If a Holder decides not to include all of its Registrable Securities in a Registration Statement filed by the Company in connection with any offering involving an underwriting of shares of this Section 2, such Holder nevertheless continues to have the Company’s capital stock, the Company shall not be required right to include any of the Registrable Securities not previously included on a Registration Statement, in such underwriting unless the Holder accepts the terms of the underwriting any subsequent Registration Statement or Registration Statements as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering may be filed by the Company. If , all upon the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registrationterms set forth herein.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an (i) a firm underwritten offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities or (ii) any other offering for its own account or the account of others under the 1933 Act of any of its equity securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans) at a time when the Registration Statement contemplated by Section l(a) hereof is not effective, then the Company shall deliver send to each Holder a Investor who is entitled to registration rights under this Section 2(c) written notice of such determination and, if within ten fifteen (1015) days after the effective date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant 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 with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 6(e2(c) that are eligible for resale pursuant shall be construed to Rule 144 (without volume restrictions or current public information requirementslimit any registration required under Section 2(a) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statementhereof. In If an offering in connection with any offering involving which an underwriting of shares of the Company’s capital stock, the Company shall not be required Investor is entitled to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Companyregistration under this Section 2(c) that the underwriters in their reasonable discretion determine is compatible with the success of the an underwritten offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the each Investor whose Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among Registration Statement shall, unless otherwise agreed by the Holders of Company, offer and sell such Registrable Securities in proportion (an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as nearly as practicable to) the number other shares of Registrable Securities owned by each Holder requesting registrationCommon Stock included in such underwritten offering.

Piggy-Back Registrations. If, If at any time during after the Effectiveness Period, date hereof there is not an effective Registration Statement covering all of the Registrable Securities required to be covered hereunder and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder a written notice of such determination and, if within ten (10) days after the date of the delivery receipt of such notice, any such Holder shall so request in writing, the Company shall use commercially reasonable efforts to include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered, to the extent the Company may do so without violating registration rights of others which exist as of the date of this Agreement, subject to customary underwriter cutbacks applicable to all holders of registration rights and subject to obtaining any required consent of any selling stockholder(s) to such inclusion under such registration statement. 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 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 be required to register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not entitled to this Section 6(e) that inclusion of such securities in the registration statement or are eligible for resale pursuant not entitled to Rule 144 (without volume restrictions or current public information requirements) promulgated by pro rata inclusion with the Commission pursuant Registrable Securities; and provided, further, that, after giving effect to the Securities Act or that are the subject of a then effective Registration Statement. In connection with immediately preceding proviso, any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registrationregistration statement.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective expiration of ------------------------ the Registration Statement covering all of the Registrable Securities and Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Holder a the Holders written notice of such determination and, if within ten fifteen (1015) days after the date of the delivery of such notice, any such Holder the Holders shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder requests to be registered, except that 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Holders has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Holder; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not entitled to this Section 6(e) that inclusion of such securities in such Registration Statement or are eligible for resale pursuant not entitled to Rule 144 (without volume restrictions or current public information requirements) promulgated by pro rata inclusion with the Commission pursuant Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities Act or that are shall be made pro rata with holders of other securities having the subject of a then effective right to include such securities in the Registration Statement. In No right to registration of Registrable Securities under this Section 2.4 shall be construed to limit any registration required under Section 2.1 or 3.2 hereof. If an offering in connection with any offering involving which a Holder is entitled to registration under this Section 2.4 is an underwriting of shares of underwritten offering, then each Holder whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company’s capital stock, the Company shall not be required to include any of the offer and sell such Registrable Securities in such underwriting unless an underwritten offering using the Holder accepts same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be Common Stock included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the underwritten offering. If the underwriters determine So long as any other Registration Statement is effective and immediately available for use so that less than all of the Registrable Securities requested to may be registered can be included sold in such offeringreliance thereon, then the Registrable Securities that are included in such offering provisions of this Section shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registrationnot apply.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder a Investor not then eligible to sell all of their Registrable Securities without restriction or limitation under Rule 144 (including, without limitation, requirement to be in compliance with Rule 144(c)(1)), written notice of such determination andand if, if within ten (10) days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to register exclude any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by unless the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stockCompany has first excluded all outstanding securities, the Company shall holders of which are not be required contractually entitled to include any inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities in and (ii) after giving effect to the immediately preceding proviso, any such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion (as nearly as practicable to) to the number of Registrable Securities owned or other securities, as applicable, sought to be included by each Holder requesting registrationsuch Investor or other holder. If an offering in connection with which an Investor is entitled to registration under this Section 6.7 is an underwritten offering, then each Investor 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 Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness the registration statement for which piggy-back registration has been provided in this Section 6.7, any Event Payments payable to an Investor whose Securities are included in such registration statement shall terminate.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and Period the Company shall determine to prepare and file with the Commission a registration statement Registration Statement relating to an offering of any of its equity securities for its own account or the account of others under the Securities Act of any of its equity securitiesAct, 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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder not then eligible to sell all of their Registrable Securities under Rule 144 in a three-month period, written notice of such determination andand if, if within ten (10) 20 days after the date of the delivery receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such Registrable Securities such Holder requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to register exclude any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by unless the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stockCompany has first excluded all outstanding securities, the Company shall holders of which are not be required contractually entitled to include any inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities in and (ii) after giving effect to the immediately preceding proviso, any such underwriting unless the Holder accepts the terms exclusion of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company Registrable Securities shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated made pro rata among the Holders of seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion (as nearly as practicable to) to the number of Registrable Securities owned or other securities, as applicable, sought to be included by each such Holder requesting registrationor such other holder. If an offering in connection with which a Holder is entitled to registration 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 Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a customary form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness of the Registration Statement for which piggy-back registration has been provided in this Section 2, any Special Payments payable to a Holder whose Common Shares are included in such Registration Statement shall terminate and no longer be payable after such date (it being understood that any unpaid Special Payments accrued prior to such date shall remain due and payable in accordance with Section 2(d) hereof).

Piggy-Back Registrations. IfSubject to the last sentence of this Section 2(d), if at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Holder a Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten (10) days after the effective date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to register 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 with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then each Investor 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 Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investors pursuant to this Section 6(e2(d) that are eligible for resale pursuant to Rule 144 shall only be available (without volume restrictions or current public information requirementsi) promulgated by during the Commission pursuant to period ending 120 days after the Securities Act or that are Closing Date, if the subject of a then effective Company has not filed the Registration Statement. In connection with any offering involving an underwriting of shares , (ii) after the period ending 120 days after the Closing Date, if the Company fails to obtain effectiveness or maintain effectiveness of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities Registration Statement in such underwriting unless the Holder accepts accordance with the terms of the underwriting as agreed upon between the Company this Agreement and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Companyiii) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number if registration of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in is required for the resale of such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registrationwithout regard to volume limitations.

Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than pursuant to a Demand Registration or on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option options or other employee benefit plans, and the registration form to be used may be used for the registration of Registrable Securities, then the Company shall deliver send to each Holder a Investor, written notice of such determination andand if, if within ten (10) days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to register exclude any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by unless the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stockCompany has first excluded all outstanding securities, the Company shall holders of which are not be required contractually entitled to include any inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities in and, (ii) after giving effect to the immediately preceding proviso, any such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion (as nearly as practicable to) to the number of Registrable Securities owned or other securities, as applicable, sought to be included by each Holder requesting registrationsuch Investor or other holder. If an offering in connection with which an Investor is entitled to registration under this Section 6.6 is an underwritten offering, then each Investor 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 Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in form and substance reasonably satisfactory to the Company and the underwriter or underwriters.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder Investor not then eligible to sell all of their Registrable Securities under Rule 144 in a three-month period, written notice of such determination andand if, if within ten (10) days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to register exclude any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by unless the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stockCompany has first excluded all outstanding securities, the Company shall holders of which are not be required contractually entitled to include any inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities in and (ii) after giving effect to the immediately preceding proviso, any such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion (as nearly as practicable to) to the number of Registrable Securities owned or other securities, as applicable, sought to be included by each Holder requesting registrationsuch Investor or other holder. If an offering in connection with which an Investor is entitled to registration under this Section 6.9 is an underwritten offering, then each Investor 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 Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all ------------------------ expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then ) the Company shall deliver send to each Holder a Investor who is entitled to registration rights under this section 2.3 written notice of such determination and, if within ten (10) twenty days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered; provided, howeverexcept that if, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In in connection with any underwritten public offering involving an underwriting for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to Common Stock that may be included in the Registration Statement because, in such offering exceeds the number of securities underwriter(s)' good faith judgment, marketing or other factors dictate such limitation is necessary to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offeringfacilitate public distribution, then the Company shall be required obligated to include in the offering such Registration Statement only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder; provided that no portion of the equity securities that the Company is offering for its own account shall be excluded; and provided further that the Company shall be entitled to be registered can be included in such offering, then the exclude Registrable Securities that are included in such offering shall be allocated among to the Holders extent necessary to avoid breaching obligations existing prior to the date hereof to other stockholders of the Company. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion (as nearly as practicable to) to the number of Registrable Securities owned sought to be included by such Investors; provided that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities held by persons that 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 that, after giving effect to the 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 other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights or whose registration rights existed prior to the date hereof. No right to registration of Registrable Securities under this section 2.3 shall be construed to limit any registration required under section 2.1. The obligations of the Company under this section 2.3 may be waived by Investors holding a majority of the Registrable Securities. If an offering in connection with which an Investor is entitled to registration under this Section 2.3 is an underwritten offering, each Holder requesting registrationInvestor 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 all provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering.

Piggy-Back Registrations. If, at any time during and from time to time prior to the Effectiveness expiration of the Registration Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Holder a Purchaser written notice of such determination andfiling, if and if, within ten fifteen (1015) days after the date of the delivery of such notice, any such Holder Purchaser shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Purchaser requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Purchaser has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to register exclude any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by unless the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stockCompany has first excluded all outstanding securities, the Company shall holders of which are not be required contractually entitled to include any inclusion of the Registrable Securities such securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will Registration Statement or are not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders contractually entitled to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible pro rata inclusion with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which (ii) after giving effect to the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in immediately preceding proviso, any such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata among the Purchasers seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion (as nearly as practicable to) to the number of Registrable Securities owned or other securities, as applicable, sought to be included by each Holder requesting such Purchaser or other holder, and (iii) no such reduction shall reduce the amount of Registrable Securities included in the registration below twenty-five (25%) of the total amount of securities included in such registration. No right to registration of Registrable Securities under this Section 2(c) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which a Purchaser is entitled to registration under this Section 2(c) is an underwritten offering, then each Purchaser 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 Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering.

Piggy-Back Registrations. If, at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as defined in Section 3(a) below) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Holder a Investor written notice of such determination andfiling, if and if, within ten (10) 15 days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to register exclude any Registrable Securities pursuant to this Section 6(e) that unless the Company has first excluded all outstanding securities, the holders of which are eligible for resale pursuant to Rule 144 (without volume restrictions officers, directors or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares other insiders of the Company’s capital stock, the Company shall or who are not be required contractually entitled to include any inclusion of the Registrable Securities such securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will Registration Statement or are not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders contractually entitled to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible pro rata inclusion with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which (ii) after giving effect to the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in immediately preceding proviso, any such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion (as nearly as practicable to) to the number of Registrable Securities owned or other securities, as applicable, sought to be included by each Holder requesting such Investor or other holder, and (iii) no such reduction shall reduce the amount of Registrable Securities included in the registration below twenty-five (25%) of the total amount of securities included in such registration. No right to registration of Registrable Securities under this Section 2(c) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(c) is an underwritten offering, then each Investor 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 Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, six (6) month anniversary of the Closing there is not an effective Registration Statement covering all of the Registrable Securities issued and outstanding at such time and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder a written notice of such determination determination, which notice shall set forth the intended method of distribution of such securities, the class of such securities, the amount of securities proposed to be registered and the offering price thereof and, if within ten (10) fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement the resale of all or any part of such Registrable Securities that are issued and outstanding as of such request, as such Holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights; provided, however, that that, the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e7(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements144(k) promulgated by the Commission pursuant to under the Securities Act or that are the subject of a then effective Registration Statement. In If a Holder decides not to include all of its Registrable Securities in a Registration Statement filed by the Company in connection with any offering involving an underwriting of shares of this Section 2, such Holder nevertheless continues to have the Company’s capital stock, the Company shall not be required right to include any of the Registrable Securities not previously included on a Registration Statement, in such underwriting unless the Holder accepts the terms of the underwriting any subsequent Registration Statement or Registration Statements as agreed upon between the Company and its underwriters, and then only in such quantity may be filed as the underwriters in their sole discretion determine will not jeopardize the success of the offering may be filed by the Company. If , all upon the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registrationterms set forth herein.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine (i) to prepare and file with the Commission SEC a registration statement under the Securities Act relating to an offering for its own account or for the account of others under the Securities Act of any other holder of its equity securities, securities (other than securities being registered on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), and/or (ii) otherwise to effect an underwritten offering of any securities of the Company of a type included in a then effective Registration Statement, the Company shall deliver send to each Holder a written notice (which may include e-mail) of such determination and, if within ten (10) days after the effective date of the delivery of such notice, any such the Holder shall so request in writing, the Company shall include in such registration statement Registration Statement and/or include in such underwritten offering, as applicable, all or any part of such Holder’s Registrable Securities such that the Holder requests to be registeredregistered and/or included in the underwritten offering, as applicable, except that if, in connection with any underwritten offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in such offering because, in such 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 underwritten offering only such limited portion of the Registrable Securities with respect to which the Holder has requested inclusion hereunder as the underwriter(s) shall permit; provided, however, that the Company shall not be required to register exclude any Registrable Securities unless the Company has first excluded all outstanding securities to be sold for the accounts of any holders of the Company’s equity securities which are not entitled by contract to inclusion of such securities in an underwritten offering 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 having the contractual right to include such securities in such underwritten offering other than holders of securities entitled to inclusion of their securities in such underwritten offering by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If a Holder’s Registrable Securities are included in an underwritten offering pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated 2(b), then such Holder shall, unless otherwise agreed by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the offer and sell such Registrable Securities in such underwriting unless underwritten offering using the Holder accepts same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be Common Stock included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the underwritten offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registration.

Piggy-Back Registrations. If, If at any time during the applicable Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities required to be covered during such Effectiveness Period and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder a written notice of such determination and, if within ten (10) days after the date of the delivery receipt of such notice, any such Holder shall so request in writing, the Company shall use its commecially reasonable efforts to include in such registration statement all or any part of such Registrable Securities such Holder requests to be registeredregistered to the extent the Company may do so without violating registration rights of others which exist as of the date of this Agreement, subject to customary underwriter cutbacks applicable to all holders of registration rights and subject to obtaining any required consent of any selling stockholder(s) to such inclusion under such registration statement. 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 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 be required to register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not entitled to this Section 6(e) that inclusion of such securities in the registration statement or are eligible for resale pursuant not entitled to Rule 144 (without volume restrictions or current public information requirements) promulgated by pro rata inclusion with the Commission pursuant Registrable Securities; and provided, further, that, after giving effect to the Securities Act or that are the subject of a then effective Registration Statement. In connection with immediately preceding proviso, any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registrationregistration statement.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Holder a Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten five (105) business days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by unless the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stockCompany has first excluded all outstanding securities, the Company shall holders of which are not be required entitled to include any inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities in such underwriting unless accordance with agreements predating the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwritersdate hereof, and then only 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 having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such quantity as the underwriters in their sole discretion determine will not jeopardize the success Registration Statement by reason of the offering by the Companydemand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. If the total number of securities, requested by stockholders an offering in connection with which an Investor is entitled to be included in such offering exceeds the number of securities to be sold (other than by the Companyregistration under this Section 2(d) that the underwriters in their reasonable discretion determine is compatible with the success of the an underwritten offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the each Investor whose Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among Registration Statement shall, unless otherwise agreed by the Holders of Company, offer and sell such Registrable Securities in proportion (an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as nearly as practicable to) the number other shares of Registrable Securities owned by each Holder requesting registrationCommon Stock included in such underwritten offering.

Piggy-Back Registrations. IfSubject to the last sentence of this Section 2(b), if at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 S-8 or Form S-8 (each as promulgated under the Securities Act) or their its then equivalents equivalent relating to equity securities to be issued solely in connection with equity securities issuable in connection with stock option, stock purchase or other employee benefit plans or a registration statement relating to any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plansbusiness), then the Company shall deliver send to each Holder a Buyer written notice of such determination and, if within ten fifteen (1015) days after the effective date of the delivery of such notice, any such Holder the Buyer shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder the Buyer requests to be registered, except that 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 Registrable Securities 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Buyer has requested inclusion hereunder as the underwriter shall permit; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to register exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract 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 having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(b) is an underwritten offering, then the Buyer 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 Agreement and the underwriting agreement in such offering, on the same terms and conditions as other shares of Common Stock included in such underwritten offering (including, without limitation, execution of an agreement with the managing underwriter or agent limiting the sale or distribution such Buyer may make of shares of Common Stock or any securities convertible or exchangeable or exerciseable for such shares of the Company, except as part of such registration). Notwithstanding anything to the contrary set forth herein, the registration rights of the Buyer pursuant to this Section 6(e2(b) that are eligible for resale shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Rule 144 (without volume restrictions or current public information requirementsSection 2(a) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection in accordance with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registrationthis Agreement.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder Purchaser a written notice of such determination and, if within ten (10) fifteen days after the date of the delivery of such notice, any such Holder Holders shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests Holders request to be registered; provided, however, that (i) if such registration involves an underwritten offering to the public, all Holders electing to participate in such offering must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, at any time after giving notice of the Company's intention to register any securities pursuant to this 6(e) and prior to the effective date of 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 who have elected to participate in such offering and, thereupon, shall be required relieved of its obligation to register any Registrable Securities in connection with such registration. If the managing underwriter of the underwritten offering shall inform the Company by letter of the underwriter's opinion that the number of Registrable Securities requested to be included in such registration would, in its opinion, materially adversely affect such offering, including the price at which such securities can be sold, and the Company has so advised the Holders electing to participate in such offering in writing, then the Company shall include in such registration, to the extent of the number that the Company is so advised can be sold in (or during the time of) such offering, (i) first, all securities proposed by the Company to be sold for its own account, then (ii) to the extent that the number of shares of Common Stock proposed to be sold by the Company pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by is less than the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting number of shares of the Company’s capital stock, Common Stock that the Company shall not has been advised can be required sold in such offering without having the material adverse effect referred to include any of the above, such Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds registration pursuant to this Section 6(d); allocated among the electing Holders pro rata in accordance with the number of securities to be sold (other than shares each such Holder requested by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registration.

Piggy-Back Registrations. If, at any time during after the Effectiveness Period, there is not an effective Registration Statement covering all issuance of the Registrable Securities Preferred Stock and prior to the expiration of the Registration Period (as defined in Section 3(a) below) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Holder a Investor written notice of such determination andfiling, if and if, within ten (10) 15 days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to register exclude any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by unless the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stockCompany has first excluded all outstanding securities, the Company shall holders of which are not be required contractually entitled to include any inclusion of the Registrable Securities such securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will Registration Statement or are not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders contractually entitled to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible pro rata inclusion with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which (ii) after giving effect to the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in immediately preceding proviso, any such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion (as nearly as practicable to) to the number of Registrable Securities owned or other securities, as applicable, sought to be included by each Holder requesting such Investor or other holder, and (iii) no such reduction shall reduce the amount of Registrable Securities included in the registration below twenty-five (25%) of the total amount of securities included in such registration. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(b) is an underwritten offering, then each Investor 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 Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, except as contemplated by Section 2(b) hereof, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder a written notice of such determination and, if within ten (10) 15 calendar days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e7(f) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to under the Securities Act without volume limitation or that are the subject of a then effective Registration Statement. In connection with any offering involving ; provided, further, however, if there is not an underwriting of shares effective Registration Statement covering all of the Company’s capital stockRegistrable Securities during the Effectiveness Period, the Company may file a registration statement with the Commission to register equity securities of the Company to be sold on a primary basis, provided that the Company does not sell any such equity securities until there is an effective Registration Statement covering all of the Registrable Securities. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(f) prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. For the avoidance of doubt, the Company shall not be required prohibited from preparing and filing with the Commission amendments to include registration statements filed prior to the date of this Agreement. The Company shall obtain all necessary consents and waivers, as may be applicable, from the Company’s stockholders with respect to any of the existing contractual registration rights to ensure that all Registrable Securities included in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only any registration in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to accordance with Section 7(f) shall be included on a parity basis with any other securities included in such offering exceeds the number of securities registration and shall not be subject to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registrationcutback except on a pro rata basis.

Piggy-Back Registrations. If, at any time during the Effectiveness PeriodPeriod (as defined below), there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to each Holder Purchaser a written notice of such determination and, if within ten fifteen (1015) business days after the date of the delivery of such notice, any such Holder Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder that the Purchaser requests to be registeredregistered (a “Piggyback Registration”); provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission SEC pursuant to the Securities Act or that are the subject of a then effective Registration StatementStatement that is available for resales or other dispositions by the Purchaser. In connection with If the managing underwriter or underwriters of any proposed offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities included in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between a Piggyback Registration informs the Company and the Purchaser in writing that, in its underwritersor their opinion, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders securities that the Purchaser and any other Persons intend to be included include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be sold included in such Registration Statement shall be (other than by i) first, one hundred percent (100%) of the Company) securities that the underwriters Company proposes to sell, and (ii) second, and only if all the securities referred to in their reasonable discretion determine is compatible with clause (i) have been included, the success number of the offeringRegistrable Securities requested to be sold by Purchaser that, then the Company shall be required to include in the offering only that number opinion of such securitiesmanaging underwriter or underwriters, including Registrable Securitiescan be sold without having such adverse effect, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than (iii) third, and only if all of the Registrable Securities requested referred to be registered can be in clause (ii) have been included in such offeringRegistration Statement, then the Registrable Securities that are included any other securities eligible for inclusion in such offering Registration Statement. The Company shall be allocated among have the Holders right to terminate or withdraw any registration initiated by it under this Section 2(a)(ii) prior to the effectiveness of Registrable Securities such registration whether or not the Purchaser has elected to include securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting such registration.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder a holder of Registrable Securities written notice of such determination and, if within ten twenty (1020) days after the date of the delivery receipt of such notice, any such Holder holder shall so request in writing, the Company shall include in such registration statement all or any part of such the Registrable Securities such Holder holder requests to be registered, except that if, in connection with any Underwritten 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, such limitation is necessary to effect an orderly public distribution of securities covered thereby, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities for to which such holder has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such holders; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such registration statement; 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 having the right to include such securities in such registration statement. No right to registration of Registrable Securities under this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be construed to limit any registration otherwise required to include in the offering hereunder. This Section 8(d) shall apply only that number of at such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than times when all of the Registrable Securities requested issued and outstanding cannot be sold pursuant to be registered can be included in such offering, then an effective Registration Statement on Form S-3 and for a period not to exceed two years after the Registrable Securities that are included in such offering shall be allocated among the Holders date of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registrationthis Agreement.

Piggy-Back Registrations. If, (a) If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver give prompt written notice to each all Holders of Registrable Securities of its intention to do so and of such Holders’ rights under this Section 5. Upon the written request of any such Holder a made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason 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, if within ten (10) days after the date thereupon, shall be relieved of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 6(e5(a) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current involves an underwritten public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject offering, any Holder of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders 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 Company will pay all registration expenses in connection with each registration of Registrable Securities. (b) If a registration pursuant to this Section 5 involves an underwritten offering exceeds and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offeringRegistrable Securities), then the Company shall be required to will include in such registration (i) first, 100% of the offering only that securities the Company proposes to sell and (ii) second, to the extent of the number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offeringregistration pursuant to this Section 5 which, then in the Registrable Securities that are included in opinion of such offering shall managing underwriter, can be allocated among sold without having the Holders of Registrable Securities in proportion (as nearly as practicable to) adverse effect referred to above, the number of Registrable Securities owned which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting registrationHolders in like manner).

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, 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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder a Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten (10) days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that 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, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; 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 by right to inclusion of securities in such Registration Statement; 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 having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities pursuant on such Registration Statement referred to in this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registration2(d).

Piggy-Back Registrations. If, If at any time during after the Effectiveness Period, there is not an effective Registration Statement covering all Initial Demand Request Date and prior to the expiration of the Registrable Securities and Registration Period (as hereinafter defined), the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than the amendment of a registration statement now on file, registration statements on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Holder a Investor written notice of such determination filing and, if within ten fifteen (1015) days after the date of the delivery receipt of such notice, any such Holder an Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually 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 having the contractual right to include such securities in the Registration Statement other than holders of securities contractually entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. If an offering in connection with which an Investor is entitled to registration under this Section 6(e2(b) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving is an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the underwritten offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the each Investor whose Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering Registration Statement shall be allocated among the Holders of offer and sell such Registrable Securities in proportion (an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as nearly as practicable to) the number other shares of Registrable Securities owned by each Holder requesting registrationCommon Stock included in such underwritten offering.

Piggy-Back Registrations. If, at any time during prior to the Effectiveness expiration of the Registration Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Holder a Investor written notice of such determination and, if within ten fifteen (1015) days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering, 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 distribution, then, subject to the other provisions of this Section 2(b), the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to this Section 6(e) that inclusion of such securities in such Registration Statement or are eligible for resale pursuant not contractually entitled to Rule 144 (without volume restrictions or current public information requirements) promulgated by pro rata inclusion with the Commission pursuant Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities Act or that are shall be made pro rata with holders of other securities having the subject contractual right to include such securities in the Registration Statement other than holders of a then effective securities contractually entitled to inclusion of their securities in such Registration StatementStatement by reason of demand registration rights. In connection with any offering involving an underwriting Notwithstanding the foregoing, no such reduction shall reduce the amount of shares Registrable Securities included in the registration below twenty-five (25%) of the Company’s capital stock, the Company shall not be required to include any total amount of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be securities included in such registration. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering exceeds the number of securities in connection with which an Investor is entitled to be sold (other than by the Companyregistration under this Section 2(b) that the underwriters in their reasonable discretion determine is compatible with the success of the an underwritten offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the each Investor whose Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among Registration Statement shall, unless otherwise agreed by the Holders of Company, offer and sell such Registrable Securities in proportion (an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as nearly as practicable to) the number other shares of Registrable Securities owned by each Holder requesting registrationCommon Stock included in such underwritten offering.

Piggy-Back Registrations. If, at any time during the Effectiveness PeriodPeriod (as defined below), there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to each Holder Purchaser a written notice of such determination and, if within ten fifteen (1015) days Business Days after the date of the delivery of such notice, any such Holder Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Purchaser requests to be registeredregistered (a “Piggyback Registration”); provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission SEC pursuant to the Securities Act or that are the subject of a then effective Registration StatementStatement that is available for resales or other dispositions by such Purchaser. In connection with If the managing underwriter or underwriters of any proposed offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities included in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between a Piggyback Registration informs the Company and the participating Purchasers in writing that, in its underwritersor their opinion, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders securities that such Purchasers and any other Persons intend to be included include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be sold included in such Registration shall be (other than by i) first, one hundred percent (100%) of the Company) securities that the underwriters Company proposes to sell, and (ii) second, and only if all the securities referred to in their reasonable discretion determine is compatible with clause (i) have been included, the success number of the offeringRegistrable Securities requested to be sold by such Purchaser that, then the Company shall be required to include in the offering only opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Purchasers that have requested to participate in such Registration based on an amount equal to the lesser of (x) the number of such securitiesRegistrable Securities requested to be sold by such Purchaser, including and (y) such Purchaser’s pro rata portion of Registrable Securities, which number shall be equal to the underwriters aggregate number of Registrable Securities to be registered or sold (excluding any shares to be registered or sold for the account of the Company) multiplied by a fraction, the numerator of which is the aggregate number of Registrable Securities held by such Purchaser, and the Company in denominator of which is the aggregate number of Registrable Securities held by all Purchasers requesting that their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than Registrable Securities be registered or sold, and (iii) third, and only if all of the Registrable Securities requested referred to be registered can be in clause (ii) have been included in such offeringRegistration, then the Registrable Securities that are included any other securities eligible for inclusion in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registrationRegistration.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, when there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder a written notice of such determination and, if within ten twenty (1020) days after the date of the delivery receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such the Registrable Securities such Holder requests to be registered, except that if, in connection with any Underwritten 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, such limitation is necessary to effect an orderly public distribution of securities covered thereby, then the Company shall be obligated to include in such registration statement only such limited amount of the Registrable Securities which in the opinion of such managing underwriter(s) can be sold. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant inclusion of securities in such registration statement; and provided, further, however, that, after giving effect to the Securities Act or that are the subject of a then effective Registration Statement. In connection with immediately preceding proviso, any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in proportion (as nearly as practicable to) the number such registration statement. No right to registration of Registrable Securities owned by each Holder requesting registrationunder this Section shall be construed to limit any registration otherwise required hereunder.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, other than on Form S-4 a registration statement registering securities issued (1) pursuant to compensation plans for employees, directors, officers, advisers or Form S-8 (each as promulgated under consultants of the Securities Act) or their then equivalents relating to equity securities to be issued solely Company and in connection with any acquisition of any entity or business or equity securities issuable in connection accordance with the Company’s stock option terms of such plans or other employee benefit plans(2) as part of a Board Approved Transaction, then the Company shall deliver send to each Holder a Investor who is entitled to registration rights under this Agreement written notice of such determination and, if within ten five (105) business days after the date of the delivery receipt of such notice, any such Holder an Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder the Investor requests to be registered, except that 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, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; 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 by right to inclusion of securities in such Registration Statement; 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 having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived as to all Investors by the Majority Holders and as to a particular Investor by such Investor and shall expire after the Company has afforded the opportunity for the Investor(s) to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities pursuant on such Registration Statement referred to in this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registration2(d).

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Holder a the Lender written notice of such determination and, if within ten fifteen (1015) days after the date of the delivery of such notice, any such Holder the Lender shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder the Lender requests to be registered; provided, howeverexcept that if, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In in connection with any offering involving an underwriting underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to Common Stock which may be included in the Registration Statement because, in such offering exceeds the number of securities underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offeringfacilitate public distribution, then the Company shall be required obligated to include in the offering such Registration Statement only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all limited portion of the Registrable Securities with respect to which the Lender has requested inclusion hereunder as the underwriter shall permit. The Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually 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 registered can be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities contractually entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. Notwithstanding the foregoing, no such reduction shall reduce the amount of Registrable Securities included in the registration below twenty-five (25%) of the total amount of securities included in such registration. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Lender is entitled to registration under this Section 2(d) is an underwritten offering, then the Lender shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities that are in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registrationunderwritten offering.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there expiration of the Registration Period (as hereinafter defined) the Registration Statement required to be filed and/or amended pursuant to this Agreement is not an effective Registration Statement covering all effective, and during such period of the Registrable Securities and ineffectiveness, the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Holder Purchaser who has a right to have Registrable Securities covered by a Registration Statement pursuant to this Agreement written notice of such determination and, if within ten (10) days after the date of the delivery of such notice, any such Holder Purchaser shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Purchaser requests to be registered, except that 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Purchaser has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Purchasers seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Purchasers; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not entitled to this Section 6(e) that inclusion of such securities in such Registration Statement or are eligible for resale pursuant not entitled to Rule 144 (without volume restrictions or current public information requirements) promulgated by pro rata inclusion with the Commission pursuant Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities Act or that are shall be made pro rata with holders of other securities having the subject of a then effective right to include such securities in the Registration Statement. In No right to registration of Registrable Securities under this Section 2.4 shall be construed to limit any registration required under Section 2.1 or 3.2 hereof. If an offering in connection with any offering involving which a Purchaser is entitled to registration under this Section 2.4 is an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the underwritten offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the each Purchaser whose Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among Registration Statement shall, unless otherwise agreed by the Holders of Company, offer and sell such Registrable Securities in proportion (an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as nearly as practicable to) the number other shares of Registrable Securities owned by each Holder requesting registrationCommon Stock included in such underwritten offering.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration ------------------------ of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans) and the Company is not prohibited from including such Registrable Securities on such Registration Statement, then the Company shall deliver send to each Holder a Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten fifteen (1015) days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant 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 with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights (except to the extent any existing agreements otherwise provide). No right to registration of Registrable Securities under this Section 6(e2(d) that are eligible for resale pursuant shall be construed to Rule 144 (without volume restrictions or current public information requirementslimit any registration required under Section 2(a) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statementhereof. In If an offering in connection with any offering involving which an underwriting of shares of the Company’s capital stock, the Company shall not be required Investor is entitled to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Companyregistration under this Section 2(d) that the underwriters in their reasonable discretion determine is compatible with the success of the an underwritten offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the each Investor whose Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among Registration Statement shall, unless otherwise agreed by the Holders of Company, offer and sell such Registrable Securities in proportion (an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as nearly as practicable to) the number other shares of Registrable Securities owned by each Holder requesting registrationCommon Stock included in such underwritten offering.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Holder a Investor written notice of such determination and, if within ten fifteen (1015) days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to this Section 6(e) that inclusion of such securities in such Registration Statement or are eligible for resale pursuant not contractually entitled to Rule 144 (without volume restrictions or current public information requirements) promulgated by pro rata inclusion with the Commission pursuant Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities Act or that are shall be made pro rata with holders of other securities having the subject contractual right to include such securities in the Registration Statement other than holders of a then effective securities contractually entitled to inclusion of their securities in such Registration StatementStatement by reason of demand registration rights. In connection with any offering involving an underwriting Notwithstanding the foregoing, no such reduction shall reduce the amount of shares Registrable Securities included in the registration below twenty-five (25%) of the Company’s capital stock, the Company shall not be required to include any total amount of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be securities included in such registration. No right to registration of Registrable Securities under this Section 2(c) shall be construed to limit any registration required under Section 2(a) hereof. If an offering exceeds the number of securities in connection with which an Investor is entitled to be sold (other than by the Companyregistration under this Section 2(c) that the underwriters in their reasonable discretion determine is compatible with the success of the an underwritten offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the each Investor whose Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among Registration Statement shall, unless otherwise agreed by the Holders of Company, offer and sell such Registrable Securities in proportion (an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as nearly as practicable to) the number other shares of Registrable Securities owned by each Holder requesting registrationCommon Stock included in such underwritten offering.

Piggy-Back Registrations. If, at any time during prior to the Effectiveness Periodexpiration of the Registration Period (as defined in Section 3(a) below), there is not an effective and available for use by the Investors a Registration Statement covering all the resale of at least 120% of the Registrable Securities then issued or issuable upon full conversion of the Notes and exercise of the Warrants (without giving effect to any limitations on conversion or exercise contained therein) and the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Holder a Investor written notice of such determination andfiling, if and if, within ten (10) 15 days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such any Registrable Securities not then covered by an effective Registration Statement available for use by the Investors that such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to register exclude any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by unless the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stockCompany has first excluded all outstanding securities, the Company shall holders of which are not be required contractually entitled to include any inclusion of the Registrable Securities such securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will Registration Statement or are not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders contractually entitled to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible pro rata inclusion with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which (ii) after giving effect to the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in immediately preceding proviso, any such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion (as nearly as practicable to) to the number of Registrable Securities owned or other securities, as applicable, sought to be included by each Holder requesting such Investor or other holder, and (iii) no such reduction shall reduce the amount of Registrable Securities included in the registration below twenty-five (25%) of the total amount of securities included in such registration. No right to registration of Registrable Securities under this Section 2(c) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(c) is an underwritten offering, then each Investor 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 Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans) and the Company is not prohibited from including such Registrable Securities on such Registration Statement, then the Company shall deliver send to each Holder a Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten fifteen (1015) days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant 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 with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights (except to the extent any existing agreements otherwise provide). No right to registration of Registrable Securities under this Section 6(e2(d) that are eligible for resale pursuant shall be construed to Rule 144 (without volume restrictions or current public information requirementslimit any registration required under Section 2(a) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statementhereof. In If an offering in connection with any offering involving which an underwriting of shares of the Company’s capital stock, the Company shall not be required Investor is entitled to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Companyregistration under this Section 2(d) that the underwriters in their reasonable discretion determine is compatible with the success of the an underwritten offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the each Investor whose Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among Registration Statement shall, unless otherwise agreed by the Holders of Company, offer and sell such Registrable Securities in proportion (an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as nearly as practicable to) the number other shares of Registrable Securities owned by each Holder requesting registrationCommon Stock included in such underwritten offering.

Piggy-Back Registrations. If, (a) If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than (i) pursuant to the Millennium Registration Agreement and (ii) on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder the Investor not then eligible to sell all of their Registrable Securities under Rule 144 in a three-month period, written notice of such determination andand if, if within ten (10) days after the date of the delivery receipt of such notice, any such Holder the Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder the Investor requests to be registered. (b) Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to register exclude any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by unless the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stockCompany has first excluded all outstanding securities, the Company shall holders of which are not be required contractually entitled to include any inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities in and (ii) after giving effect to the immediately preceding proviso, any such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata among the Investor and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion (as nearly as practicable to) to the number of Registrable Securities owned or other securities, as applicable, sought to be included by each Holder requesting registrationthe Investor or other holder. (c) If an offering in connection with which the Investor is entitled to registration under this Section 6.7 is an underwritten offering, then the Investor 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 Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents equivalents, relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder Investor, provided that he, she or it is not then eligible to sell all of his, her or its Registrable Securities under Rule 144 in a three-month period, written notice of such determination andand if, if within ten (10) days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement all or any part of such his, her or its Registrable Securities that such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of the Common Stock which may be included in such registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate that such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter(s) shall permit; provided, however, that (i) the Company shall not be required to register exclude any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by unless the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stockCompany has first excluded all outstanding securities, the Company shall holders of which are not be required contractually entitled to include any inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities in and (ii) after giving effect to the immediately preceding proviso, any such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such registration statement by reason of demand registration rights, in proportion (as nearly as practicable to) to the number of Registrable Securities owned or other securities, as applicable, sought to be included by each Holder requesting registrationsuch Investor and each other holder. If an offering in connection with which an Investor is entitled to registration under this Section 6.6 is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell his, her or its Registrable Securities in an underwritten offering using the same underwriter(s) and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of the Common Stock included in such underwritten offering and shall enter into an underwriting agreement in form and substance reasonably satisfactory to the Company and the underwriter(s). Upon the effectiveness of the registration statement for which piggy-back registration has been provided in this Section 6.6, any Event Payments payable shall terminate and no longer be payable.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans) and the Company is not prohibited from including such Registrable Securities on such Registration Statement, then the Company shall deliver send to each Holder a Investor who is entitled to registration 3 rights under this Section 2(d) written notice of such determination and, if within ten fifteen (1015) days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered; provided, howeverexcept that if, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In in connection with any underwritten public offering involving an underwriting for the account of the Company the managing underwriters thereof shall impose a limitation on the number of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to Common Stock which may be included in the Registration Statement because, in such offering exceeds the number of securities underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offeringfacilitate public distribution, then the Company shall be required obligated to include in the offering such Registration Statement only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all limited portion of the Registrable Securities with respect to which such Investor has requested to be registered can be included in such offering, then inclusion hereunder as the Registrable Securities that are included in such offering underwriter shall be allocated among the Holders permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion (as nearly as practicable to) to the number of Registrable Securities owned sought to be included by such Investors; 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 with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights (except to the extent any existing agreements otherwise provide). No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(d) is an underwritten offering then each Holder requesting registrationInvestor 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 Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then ) the Company shall deliver send to each Holder a the Investor written notice of such determination and, if within ten twenty (1020) days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company Company, to the extent permitted by law, shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) PAGE 5 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)' reasonable good faith judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder will be included in the Registration Statement; provided that no portion of the equity securities which the Company is offering for its own account shall be excluded; provided, further that the Company shall be entitled to exclude Registrable Securities to the extent necessary to avoid breaching obligations existing prior to the date hereof to other stockholders of the Company. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant 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 with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights or whose registration rights existed prior to the date hereof. No right of the Investor to registration of Registrable Securities under this Section 6(e2(c) that shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(c) is an underwritten offering, then each Investor whose Registrable Securities are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated included in such Registration Statement shall, unless otherwise agreed by the Commission pursuant Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the Securities Act or that are provisions of this Agreement, on the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything herein to the Company’s capital stockcontrary, the Company shall not be required to include any of if the Registrable Securities are included in and registered under the Form S-3 No. 333-35571, filed with the SEC on September 12, 1997 (the "Form S-3"), then to the extent of such underwriting unless inclusion and registration, no Registration Statement need be filed with respect to such Registrable Securities included in and registered under the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwritersForm S-3, and then only in this Registration Rights Agreement shall be void with respect to such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be Registrable Securities included in such offering exceeds and registered under the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offeringForm S-3. Therefore, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than if all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall and registered under the Form S-3, no Registration Statement need be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registration.filed hereunder. d.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder Investor not then eligible to sell all of their Registrable Securities under Rule 144 in a three-month period, written notice of such determination andand if, if within ten (10) days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to register exclude any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by unless the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stockCompany has first excluded all outstanding securities, the Company shall holders of which are not be required contractually entitled to include any inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities in and (ii) after giving effect to the immediately preceding proviso, any such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion (as nearly as practicable to) to the number of Registrable Securities owned or other securities, as applicable, sought to be included by each Holder requesting registrationsuch Investor or other holder. If an offering in connection with which an Investor is entitled to registration under this Section 8.7 is an underwritten offering, then each Investor 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 Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness the registration statement for which piggy-back registration has been provided in this Section 8.7, any Event Payments payable to an Investor whose Securities are included in such registration statement shall terminate.

Piggy-Back Registrations. If, (a) If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder Investor not then eligible to sell all of their Registrable Securities under Rule 144 in a three-month period, written notice of such determination andand if, if within ten (10) days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Investor requests to be registered; provided. (b) If the registration statement about which the Company gives notice under this Section 6.7 is for an underwritten offering, however, that the Company shall not so advise the Investors. In that event, the right of any Investor to be required to register any Registrable Securities included in a registration pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by 6.7 shall be conditioned upon the Commission pursuant to Investor's participation in the Securities Act or that are underwriting and the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares inclusion of the CompanyInvestor’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between to the Company and its underwriters, and then only extent provided herein. All Investors proposing to distribute their Registrable Securities through the underwriting shall enter into an underwriting agreement in such quantity as customary form with the underwriter or underwriters in their sole discretion determine will not jeopardize selected for the success of the offering underwriting by the Company. If Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Common Shares to be underwritten, the number of Common Shares that may be included in the underwriting shall be allocated first to the Company; second, to all Investors who are entitled to participate and who have elected to participate in the offering pursuant to the terms of this Agreement, on a pro rata basis based upon the total number of securitiesshares held by each participating Investor that are subject to registration rights pursuant hereto; and third, requested by stockholders to be included in such offering exceeds the number of securities to be sold (any other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success stockholder of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registrationon a pro rata basis.

Piggy-Back Registrations. If, at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as defined in Section 3(a) below) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Holder a Investor written notice of such determination andfiling, if and if, within ten (10) 15 days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to register exclude any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by unless the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stockCompany has first excluded all outstanding securities, the Company shall holders of which are not be required contractually entitled to include any inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the holders of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which (ii) after giving effect to the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in immediately preceding proviso, any such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion (as nearly as practicable to) to the number of Registrable Securities owned or other securities, as applicable, sought to be included by each Holder requesting such Investor or other holder, and (iii) no such reduction shall reduce the amount of Registrable Securities included in the registration below twenty-five (25%) of the total amount of securities included in such registration. No right to registration of Registrable Securities under this Section 2(c) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(c) is an underwritten offering, then each Investor 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 Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering.

Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities 1933 Act) or their then then-equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within ten (10) 15 calendar days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6(e) 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then then-effective Registration Statement. In Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with any an underwritten public offering involving (an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters“Underwritten Offering”), and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and managing underwriter has advised the Company in their sole discretion determine will not jeopardize good faith that the success inclusion of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included by the Holders participating in such offeringUnderwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, then the Registrable Securities that are order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be allocated among included in such Underwritten Offering; (ii) second, any securities that the Holders of Registrable Securities request to include in proportion (as nearly as practicable to) such Registration Statement, on a pro rata basis, based on the number of Registrable Securities owned requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by each written notice delivered to the Company, any Holder requesting registration(an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4.

Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then then-equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plansBenefit Plans, then the Company shall deliver to each Holder a written notice of such determination and, if within ten (10) 15 days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6(e6(d) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission SEC pursuant to the Securities Act or that are the subject of a then then-effective Registration Statement. In Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with any an underwritten public offering involving (an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters“Underwritten Offering”), and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and managing underwriter has advised the Company in their sole discretion determine will not jeopardize good faith that the success inclusion of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included by the Holders participating in such offeringUnderwritten Public Offering (including pursuant to this Section 6(d)) shall be limited due to market conditions, then the Registrable Securities that are order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be allocated among included in such Underwritten Offering; (ii) second, any securities that the Holders of Registrable Securities request to include in proportion (as nearly as practicable to) such Registration Statement, on a pro rata basis, based on the number of Registrable Securities owned by each Holder requesting registrationrequested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities.

Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 or one universal shelf registration statement on Form S-3 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within ten fifteen (1015) days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6(e8(d) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration StatementStatement that is available for resales or other dispositions by such Holder. In Notwithstanding the foregoing, (i) if such registration involves an underwritten public offering, such Holder must sell such Registrable Securities that such Holder requests to be registered to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 6) and subject to such Holder entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (ii) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 8(d) and prior to the effective date of the registration statement filed in connection with any offering involving an underwriting of shares of the Company’s capital stocksuch registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to such Holder and, thereupon, shall be required relieved of its obligation to include register any of the Registrable Securities in connection with such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registration.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Holder a Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten fifteen (1015) days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit (limited to zero if necessary). Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant 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 with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 6(e2(d) that are eligible for resale pursuant shall be construed to Rule 144 (without volume restrictions or current public information requirementslimit any registration required under Section 2(a) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statementhereof. In If an offering in connection with any offering involving which an underwriting of shares of the Company’s capital stock, the Company shall not be required Investor is entitled to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Companyregistration under this Section 2(d) that the underwriters in their reasonable discretion determine is compatible with the success of the an underwritten offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the each Investor whose Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among Registration Statement shall, unless otherwise agreed by the Holders of Company, offer and sell such Registrable Securities in proportion (an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as nearly as practicable to) the number other shares of Registrable Securities owned by each Holder requesting registrationCommon Stock included in such underwritten offering.

Piggy-Back Registrations. IfSubject to the provisions of Sections 3 and 4 hereof, if at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securitiessecurities for its own account or the account of others, 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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder a Investor who owns Registrable Securities written notice of such determination and, if within ten twenty (1020) days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Investor's Registrable Securities that such Holder Investor requests to be registered, except that 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, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion, if any, of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities and other securities having registration rights shall be made pro rata among the Investors and other shareholders seeking to include Registrable Securities and other securities have registration rights and in proportion to the number of Registrable Securities and other securities having registration rights sought to be included in such registration; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities the holders of which are not entitled to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject inclusion of a then effective securities in such Registration Statement. In connection with No right to registration of Registrable Securities under this Section 2(a) shall be construed to limit any offering involving an underwriting of shares registration required under Section 2(b) hereof. The obligations of the Company’s capital stock, the Company shall not under this Section 2(a) may be required to include any waived by Investors holding Eighty (80%) Percent in interest of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between and shall terminate (i) after the Company and its underwritershas afforded the opportunity for the Investors to exercise registration rights under this Section 2(a) for two registrations; provided, and then only however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Companyaccordance with this Section 2(a) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required entitled to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and an additional Registration Statement filed by the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offeringso excluded, then or (ii) after the Registrable Securities that are included in such offering shall be allocated among expiration of three years after the Holders Closing Date of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned transactions contemplated by each Holder requesting registrationthe Purchase Agreement.

Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then then-equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within ten (10) 15 days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or 2.2 that are the subject of a then then-effective Registration Statement. In Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with any an underwritten public offering involving (an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters“Underwritten Offering”), and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and managing underwriter has advised the Company in their sole discretion determine will not jeopardize good faith that the success inclusion of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included by the Holders participating in such offeringUnderwritten Offering (including pursuant to this Section 2.2) shall be limited due to market conditions, then the Registrable Securities that are order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be allocated among included in such Underwritten Offering; (ii) second, any securities that the Holders of Registrable Securities request to include in proportion (as nearly as practicable to) such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; provided that following the applicable Filing Date, the Company may not sell any securities in such Underwritten Offering until there is an effective Registration Statement covering all of the Registrable Securities owned by each Holder requesting registrationoutstanding as of such Filing Date.

Piggy-Back Registrations. If, at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all fifth anniversary of the Registrable Securities and Closing, the Company Purchaser shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans) (a “Registration Statement”), then the Company Purchaser shall deliver send to each Holder a the Sellers written notice of such determination andfiling, if and if, within ten (10) 15 days after the date of the delivery of such notice, any such Holder either Seller shall so request in writing, the Company Purchaser shall include in such registration statement Registration Statement all or any part of the Purchaser Stock that such Registrable Securities such Holder Seller requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Purchaser Stock that 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 distribution, then the Purchaser shall be obligated to include in such Registration Statement only such limited portion of the Purchaser Stock with respect to which either Seller has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company Purchaser shall not be required exclude any Purchaser Stock unless the Purchaser has first excluded all outstanding securities the holders of which are not contractually entitled to register any Registrable Securities pursuant inclusion of such securities in such Registration Statement or are not contractually entitled to this Section 6(epro rata inclusion with the Purchaser Stock (ii) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant after giving effect to the Securities Act or that are immediately preceding proviso, any such exclusion of Purchaser Stock shall be made pro rata among the subject Sellers seeking to include Purchaser Stock and the holders of a then effective other securities having the contractual right to inclusion of their securities in such Registration Statement. In connection with any offering involving an underwriting Statement by reason of demand registration rights, in proportion to the number of shares of Purchaser Stock or other securities, as applicable, sought to be included by the Company’s capital stockSellers or each such other holder, and (iii) no such reduction shall reduce the Company amount of Purchaser Stock included in the registration below twenty-five (25%) of the total amount of securities included in such registration. No right to registration of Purchaser Stock under this Section 3.2(a) shall not be construed to limit any registration required under Section 3.2(a) hereof. If an offering in connection with which the Sellers are entitled to include registration under this Section 3.2(a) is an underwritten offering, then if any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering Purchaser Stock owned by the Company. If the total number of securities, requested by stockholders to be Sellers is included in such offering exceeds the number of securities to be sold (other than Registration Statement, each Seller shall, unless otherwise agreed by the Company) that Purchaser, offer and sell such Purchaser Stock in an underwritten offering using the same underwriter or underwriters in their reasonable discretion determine is compatible with and, subject to the success provisions of this Agreement, on the offering, then the Company shall be required to include in the offering only that number same terms and conditions as other shares of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be Purchaser Stock included in such underwritten offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registration.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder the Investor not then eligible to sell its Registrable Securities pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions in a three-month period, written notice of such determination andand if, if within ten (10) days after the date of the delivery receipt of such notice, any such Holder the Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder the Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to register exclude any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by unless the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stockCompany has first excluded all outstanding securities, the Company shall holders of which are not be required contractually entitled to include any inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities in and (ii) after giving effect to the immediately preceding proviso, any such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion (as nearly as practicable to) to the number of Registrable Securities owned or other securities, as applicable, sought to be included by each Holder requesting registrationsuch Investor or other holder. If an offering in connection with which an Investor is entitled to registration under this Section 6.7 is an underwritten offering, then the Investor is 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 Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness the registration statement for which piggy-back registration has been provided in this Section 6.7, any Event Payments payable to an Investor whose Securities are included in such registration statement shall terminate and no longer be payable.

Piggy-Back Registrations. If, If at any time prior to the expiration of the Registration Period (as hereinafter defined) and during a period in which the Effectiveness Period, there Registration Statement required to be filed pursuant to Section 2(a) is not an effective Registration Statement covering all of the Registrable Securities and effective, the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than the amendment of a registration statement now on file or registration statements on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Holder a Investor written notice of such determination filing and, if within ten fifteen (1015) days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually 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 having the contractual right to include such securities in the Registration Statement other than holders of securities contractually entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. Notwithstanding the foregoing, no such reduction shall reduce the amount of Registrable Securities included in the registration below twenty- five (25%) of the total amount of securities included in such registration. No right to registration of Registrable Securities under this Section 6(e2(d) that shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then each Investor whose Registrable Securities are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated included in such Registration Statement shall, unless otherwise agreed by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwriting unless underwritten offering. Notwithstanding anything to the Holder accepts contrary contained herein, the terms of the underwriting as agreed upon Investors' rights set forth in this Section 2(d) shall not apply with respect to any registration statement filed pursuant to that certain Registration Rights Agreement, dated May 7, 1999, by and between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registration▇▇▇▇▇▇ Laboratories.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Holder a Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten fifteen (1015) days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Lenders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Lenders; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant 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 with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 6(e2(d) that are eligible for resale pursuant shall be construed to Rule 144 (without volume restrictions or current public information requirementslimit any registration required under Section 2(a) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statementhereof. In If an offering in connection with any offering involving which an underwriting of shares of the Company’s capital stock, the Company shall not be required Investor is entitled to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Companyregistration under this Section 2(d) that the underwriters in their reasonable discretion determine is compatible with the success of the an underwritten offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the each Investor whose Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among Registration Statement shall, unless otherwise agreed by the Holders of Company, offer and sell such Registrable Securities in proportion (an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as nearly as practicable to) the number other shares of Registrable Securities owned by each Holder requesting registrationCommon Stock included in such underwritten offering.

Piggy-Back Registrations. If, at any time during after the Effectiveness Perioddate that is eighteen (18) months following the Effective Date, there is not an effective Registration Statement covering all of the Registrable Securities Shares and the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or to equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder the Purchaser, if the Purchaser is not then eligible to sell all of its Registrable Shares under Rule 144 in a three-month period, written notice of such determination andand if, if within ten (10) days after the date of the delivery receipt of such notice, any such Holder the Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Shares that the Purchaser requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Shares with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to register exclude any Registrable Securities pursuant Shares unless the Company has first excluded all outstanding securities for which the holders are not contractually entitled to this Section 6(einclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion of such securities with the Registrable Shares and (ii) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant after giving effect to the Securities Act or that are the subject immediately preceding proviso, any such exclusion of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registration.Registrable

Piggy-Back Registrations. If, If at any time time: (i) during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities; or (ii) prior to the date which is the earliest of (I) two years after the Effective Date of a Registration Statement covering Additional Registrable Securities, (II) such time as all of the Additional Registrable Securities have been publicly sold by the Holders pursuant to a Registration Statement, or (III) such time as all of the Additional Registrable Securities may be sold by the Holders without volume or manner of sale limitations pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s Transfer Agent and the affected Holders (the “Additional Registrable Securities Piggy Back Period”) there is not an effective Registration Statement covering all of the Additional Registrable Securities; and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder a of Registrable Securities (during the Effectiveness Period) and each Holder of Additional Registrable Securities (during the Additional Registrable Securities Piggy Back Period) written notice of such determination and, if within ten (10) fifteen days after the date of the delivery receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such and Additional Registrable Securities, as the case may be, as the applicable Holder requests to be registered; provided, however, that the Company shall registered and which are not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then otherwise covered in an effective Registration Statement. In connection with any offering involving an underwriting , subject to customary underwriter cutbacks applicable to all holders of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registrationregistration rights.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder Investor not then eligible to sell all of their Registrable Securities under Rule 144 in a three-month period, written notice of such determination andand if, if within ten (10) days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to register exclude any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by unless the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stockCompany has first excluded all outstanding securities, the Company shall holders of which are not be required contractually entitled to include any inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities in and (ii) after giving effect to the immediately preceding proviso, any such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion (as nearly as practicable to) to the number of Registrable Securities owned or other securities, as applicable, sought to be included by each Holder requesting registrationsuch Investor or other holder. If an offering in connection with which an Investor is entitled to registration under this Section 6.7 is an underwritten offering, then each Investor 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 Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness the registration statement for which piggy-back registration has been provided in this Section 6.7, any Event Payments payable by an Investor whose Registrable Securities are included in such registration statement shall terminate and no longer be payable.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an a firm commitment underwritten offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then ) the Company shall deliver send to each Holder a Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten fifteen (1015) days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant 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 with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 6(e2(d) that are eligible for resale pursuant shall be construed to Rule 144 (without volume restrictions limit any registration required under Section 2(a) or current public information requirements3(b) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statementhereof. In If an offering in connection with any offering involving which an underwriting of shares of the Company’s capital stock, the Company shall not be required Investor is entitled to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Companyregistration under this Section 2(d) that the underwriters in their reasonable discretion determine is compatible with the success of the an underwritten offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the each Investor whose Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among Registration Statement shall, unless otherwise agreed by the Holders of Company, offer and sell such Registrable Securities in proportion (an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as nearly as practicable to) the number other shares of Registrable Securities owned by each Holder requesting registrationCommon Stock included in such underwritten offering.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder Investor not then eligible to sell all of their Registrable Securities under Rule 144 in a three-month period, written notice of such determination andand if, if within ten (10) days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to register exclude any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by unless the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stockCompany has first excluded all outstanding securities, the Company shall holders of which are not be required contractually entitled to include any inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities in and (ii) after giving effect to the immediately preceding proviso, any such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion (as nearly as practicable to) to the number of Registrable Securities owned or other securities, as applicable, sought to be included by each Holder requesting registrationsuch Investor or other holder. If an offering in connection with which an Investor is entitled to registration under this Section 6.7 is an underwritten offering, then each Investor 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 on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness the registration statement for which piggy-back registration has been provided in this Section 6.7, any Event Payments payable to an Investor whose Securities are included in such registration statement shall terminate.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an a firm commitment underwritten offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then ) the Company shall deliver send to each Holder a Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten fifteen (1015) days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant 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 with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 6(e2(d) that are eligible for resale pursuant shall be construed to Rule 144 (without volume restrictions or current public information requirementslimit any registration required under Section 2(a) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statementhereof. In If an offering in connection with any offering involving which an underwriting of shares of the Company’s capital stock, the Company shall not be required Investor is entitled to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Companyregistration under this Section 2(d) that the underwriters in their reasonable discretion determine is compatible with the success of the an underwritten offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the each Investor whose Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among Registration Statement shall, unless otherwise agreed by the Holders of Company, offer and sell such Registrable Securities in proportion (an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as nearly as practicable to) the number other shares of Registrable Securities owned by each Holder requesting registrationCommon Stock included in such underwritten offering.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Holder a Investor who is entitled to registration rights under this Section 2(e) written notice of such determination and, if within ten fifteen (1015) days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant 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 with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 6(e2(e) that are eligible for resale pursuant shall be construed to Rule 144 (without volume restrictions or current public information requirementslimit any registration required under Section 2(a) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statementhereof. In If an offering in connection with any offering involving which an underwriting of shares of the Company’s capital stock, the Company shall not be required Investor is entitled to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Companyregistration under this Section 2(e) that the underwriters in their reasonable discretion determine is compatible with the success of the an underwritten offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the each Investor whose Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among Registration Statement shall, unless otherwise agreed by the Holders of Company, offer and sell such Registrable Securities in proportion an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement (to the extent not inconsistent with the terms of such underwritten offering), on the same terms and conditions as nearly as practicable to) the number other shares of Registrable Securities owned by each Holder requesting registrationCommon Stock included in such underwritten offering.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Holder a Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten fifteen (1015) days after the effective date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to register 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 with holders of other securities having the right to include such securities in the Registration Statement pursuant to an agreement or arrangement existing as of the date hereof, other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 6(e2(d) that are eligible for resale pursuant shall be construed to Rule 144 (without volume restrictions or current public information requirementslimit any registration required under Section 2(a) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statementhereof. In If an offering in connection with any offering involving which an underwriting of shares of the Company’s capital stock, the Company shall not be required Investor is entitled to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Companyregistration under this Section 2(d) that the underwriters in their reasonable discretion determine is compatible with the success of the an underwritten offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the each Investor whose Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among Registration Statement shall, unless otherwise agreed by the Holders of Company, offer and sell such Registrable Securities in proportion (an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as nearly as practicable to) the number other shares of Registrable Securities owned by each Holder requesting registrationCommon Stock included in such underwritten offering.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder Investor not then eligible to sell all of their Registrable Securities under Rule 144 in a three-month period, written notice of such determination andand if, if within ten (10) days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to register exclude any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by unless the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stockCompany has first excluded all outstanding securities, the Company shall holders of which are not be required contractually entitled to include any inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities in and (ii) after giving effect to the immediately preceding proviso, any such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion (as nearly as practicable to) to the number of Registrable Securities owned or other securities, as applicable, sought to be included by each Holder requesting registrationsuch Investor or other holder. If an offering in connection with which an Investor is entitled to registration under this Section 6.7 is an underwritten offering, then each Investor 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 Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness the registration statement for which piggy-back registration has been provided in this Section 6.7, any Event Payments payable to an Investor whose Common Shares are included in such registration statement shall terminate and no longer be payable.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, there is not an effective before a Registration Statement covering all of the Registrable Securities and that is required to be filed under this Agreement is declared effective, the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver each such time send to each Holder a the Investor who is entitled to registration rights under this Section 2 written notice at least twenty (20) days prior to the anticipating filing date of such determination Registration Statement of the intended filing of such Registration Statement and, if within ten twenty (1020) days after the date of the delivery receipt of such notice, any such Holder the Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder the Investor requests to be registered; provided, howeverexcept that if, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In in connection with any underwritten public offering involving an underwriting for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to Common Stock which may be included in the Registration Statement because, in such offering exceeds the number of securities underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offeringfacilitate public distribution, then the Company shall be required obligated to include in the offering such Registration Statement only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all a limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder, such portion to be registered can determined as hereinafter provided; provided that no portion of the equity securities which the Company is offering for its own account shall be included excluded; provided, further that the Company shall be entitled to exclude Registrable Securities to the extent necessary to avoid breaching obligations existing prior to the date hereof to other stockholders of the Company. Subject to the foregoing, 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, after giving effect to the immediately preceding clause, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. The obligations of the Company under this Section 2 may be waived by the Investor. If an offering in connection with which the Investor is entitled to registration under this Section 2. is an underwritten offering, then if the Investor's Registrable Securities that are included in such offering shall be allocated among Registration Statement the Holders of Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in proportion (an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as nearly other shares of Common Stock included in such underwritten offering. If as practicable to) a result of the number proration provisions of this Section 2.c., the Investor is not entitled to include all such Registrable Securities owned by each Holder requesting in such registration, such Investor may elect to withdraw its request to include any Registrable Securities in such registration.

Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within ten (10) fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving Notwithstanding anything above to the contrary, in the case of an underwriting of shares of the Company’s capital stockunderwritten public offering, the Company shall not be required to include any managing underwriter administering such offering may reduce the number of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offeringif, then the Company shall be required to include in the offering only that number reasonable opinion of such securitiesmanaging underwriter, including Registrable Securities, which the underwriters and the Company inclusion in their sole discretion determine will not jeopardize the success such offering of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then would materially and adversely affect the Registrable Securities that are included in such marketing of the entire offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by to be included in such offering being herein referred to as the “Permissible Securities”). If the aggregate number of Registrable Securities which the Holders thereof desire to include in such filing exceeds the number of Permissible Securities, then each such Holder requesting registrationshall be entitled to include that number of Registrable Securities which bears the same ratio to the number of Permissible Securities as the number of Registrable Securities such Holder desires to include bears to the number of Registrable Securities all such Holders desire to include. Notwithstanding the preceding provisions of this Section, the Company shall have the right at any time after it shall have given the written notice pursuant to this Section 6(e) (irrespective of whether any written request for inclusion of such securities shall have already been made) to elect not to file any proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggy-Back Registrations. IfSubject to the last sentence of this Section 2(d), if at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall shall, if permitted to do so under the Subscription Agreement, determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other bona fide, employee benefit plans), then the Company shall deliver to each Holder a it will give at least thirty (30) calendar days prior written notice to the record holders of such determination the Investor Warrants (the “Warrantholders”) of its intention so to do and, if within ten thirty (1030) calendar days after the effective date of the delivery of such notice, any such Holder Warrantholders shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of the Warrant Shares such Registrable Securities such Holder Warrantholder requests to be registered, except that 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Warrant Shares with respect to which such Warrantholder has requested inclusion hereunder as the underwriter shall permit; provided, however, that the Company shall notify each of the Warrantholders in writing of any such reduction. Any exclusion of Warrant Shares shall be made pro rata among the Warrantholders seeking to include Warrant Shares in proportion to the number of Warrant Shares sought to be included by such Warrantholders; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stock, Warrant Shares unless the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of has first excluded all securities to be sold (offered other than by the Company. No right to registration of Warrant Shares under this Section 2(d) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be construed to limit any registration required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable tounder Section 2(a) the number of Registrable Securities owned by each Holder requesting registrationhereof.

Piggy-Back Registrations. IfSubject to the limitations imposed under any agreement to which the Company is a party as of the date hereof, if at any time during the Effectiveness Period, when there is not an effective Registration Statement covering all of the Registrable Securities and Warrant Shares, the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder a SCO written notice of such determination and, if within ten seven (107) business days after the date of the delivery receipt of such notice, any such Holder SCO shall so request in writing, the Company will cause the registration under the Securities Act of all Warrant Shares which the Company has been so requested to register by SCO, which may include Warrant Shares held by any of the Designees, to the extent required to permit the disposition of the Warrant Shares so to be registered and to the extent that such Warrant Shares are then eligible for inclusion in such registration under the Securities Act, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall include determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to SCO and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section for the same period as the delay in registering such other securities. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such registration statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such Warrant Shares, would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement all of fewer or any part none of the Warrant Shares, then (x) the number of Warrant Shares included in such registration statement shall be reduced, if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities such Holder requests to be registeredWarrant Shares; provided, however, that if securities are being offered for the Company account of other persons or entities as well as the Company, such reduction shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of represent a then effective Registration Statement. In connection with any offering involving an underwriting of shares greater fraction of the number of Warrant Shares intended to be offered by SCO and its Designees than the fraction of similar reductions imposed on such other persons or entities (other than the Company’s capital stock, ). The right of SCO and its Designees to participate in an underwritten public offering hereunder shall be conditioned upon SCO and any participating Designees entering into the Company shall not be required to include any underwriting agreement and lock-up agreement with the representative of the Registrable Securities in such underwriting unless underwriter or underwriters on the Holder accepts the same terms as required of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included other selling securities holders in such offering exceeds the number of securities to be sold (other than by that are not affiliated with the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registration.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder a Investor not then eligible to sell all of their Registrable Securities without restriction or limitation under Rule 144 (including, without limitation, requirement to be in compliance with Rule 144(c)(1)), written notice of such determination andand if, if within ten (10) days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (a) the Company shall not be required to register exclude any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by unless the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stockCompany has first excluded all outstanding securities, the Company shall holders of which are not be required contractually entitled to include any inclusion of the Registrable Securities such securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will Registration Statement or are not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders contractually entitled to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible pro rata inclusion with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which and (b) after giving effect to the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in immediately preceding proviso, any such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion (as nearly as practicable to) to the number of Registrable Securities owned or other securities, as applicable, sought to be included by each Holder requesting registrationsuch Investor or other holder. If an offering in connection with which an Investor is entitled to registration under this Section 2.6 is an underwritten offering, then each Investor 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 Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness of a Registration Statement for which piggy-back registration has been provided in this Section 2.6, any Event Payments payable to an Investor whose Registrable Securities are included in such registration statement shall terminate.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then ) the Company shall deliver send to each Holder a Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten fifteen (1015) days after the effective date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant 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 with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 6(e2(d) that are eligible for resale pursuant shall be construed to Rule 144 (without volume restrictions or current public information requirementslimit any registration required under Section 2(a) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statementhereof. In If an offering in connection with any offering involving which an underwriting of shares of the Company’s capital stock, the Company shall not be required Investor is entitled to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Companyregistration under this Section 2(d) that the underwriters in their reasonable discretion determine is compatible with the success of the an underwritten offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the each Investor whose Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among Registration Statement shall, unless otherwise agreed by the Holders of Company, offer and sell such Registrable Securities in proportion (an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as nearly as practicable to) the number other shares of Registrable Securities owned by each Holder requesting registrationCommon Stock included in such underwritten offering.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company Corporation shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company Corporation shall deliver send to each Holder a Investor who is entitled to registration rights under this Section 2(a) written notice of such determination and, if within ten twenty (1020) days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company Corporation shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Corporation the managing underwriter(s) thereof shall impose a limitation on the number of Common Shares which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Corporation shall be obligated to include in such Registration Statement only such limited portion, if any, of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company Corporation shall not be required to register exclude any Registrable Securities pursuant unless the Corporation has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; 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 having the right to include such securities in the Registration Statement to the extent such pro rata allotment is permitted under the Corporation's currently existing agreements with such holders of the Corporation's securities. No right to registration of Registrable Securities under this Section 6(e2(a) that are eligible for resale pursuant shall be construed to Rule 144 (without volume restrictions or current public information requirementslimit any registration required under Section 2(b) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statementhereof. In connection with any offering involving an underwriting of shares The obligations of the Company’s capital stock, the Company shall not Corporation under this Section 2(a) may be required to include any waived by Investors holding a majority in interest of the Registrable Securities and shall expire at the earlier of (i) the Corporation having afforded the opportunity for the Investors to exercise registration rights under this Section 2(a) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Companyaccordance with this Section 2(a) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required entitled to include in an additional Registration Statement filed by the offering only that number of such securities, including Corporation the Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than Securities so excluded or (ii) when all of the Registrable Securities requested to held by any Investor may be registered can be included in sold by such offering, then Investor under Rule 144 under the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion Act (as nearly as practicable to"Rule 144") the number of Registrable Securities owned by each Holder requesting registrationwithin any three-month period.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, there is not an effective Registration Statement covering all period from the Closing Date (as defined in the Purchase Agreement) to the second anniversary of the Registrable Securities and Closing Date, the Company shall determine to prepare and file with the Commission a registration statement relating to an underwritten offering or a “registered direct” offering to be placed by a placement agent, either for its the Company’s own account or the account of others under the Securities Act of any of its equity securities, 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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each the Holder a written notice of such determination and, if within ten (10) days after the date of the delivery receipt of such notice, any such the Holder shall so request in writing, the Company shall include in such registration statement all or any part of such the Registrable Securities such Holder requests to be registered, subject to customary underwriter or placement agent cutbacks applicable to all holders of registration rights, if any, due to a reasonable objection from the underwriters or placement agents that the inclusion of such Registrable Securities would materially adversely affect the contemplated offering; provided, however, that the Company shall not be required to register any that, Registrable Securities of such Holder and all other Holders requesting registration pursuant to this Section 6(e8(e) that are eligible for resale pursuant shall, unless otherwise agreed to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant Holders holding a majority of the then outstanding Registrable Securities, constitute a minimum of 30% of the securities to the Securities Act or be registered on such registration statement; provided, further, that no other stockholder’s securities are the subject of a then effective Registration Statement. In connection with included in any offering involving an underwriting of shares of the Companyin which a Holder’s capital stock, the Company shall not be required to include any of the Registrable Securities in are cutback. All Holders requesting registration of their securities through such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between underwritten offering or “registered direct” offering shall (together with the Company and its underwritersthe other holders registering their securities through such offering) enter into an underwriting agreement or placement agent agreement, and then only in such quantity as applicable, with the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in or placement agents for such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registration.

Piggy-Back Registrations. IfUntil 180 days after the Closing Date, at any time during the Effectiveness Period, if there is not an effective Registration Statement registration statement covering all of the Registrable Securities Purchased Shares and the Company shall determine determines to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, other than on Form but excluding Forms S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plansand similar forms which do not permit such registration, then the Company shall deliver send to each Holder a Subscriber not then eligible to sell all of their Purchased Shares under rule 144(b)(1)(i) written notice of such determination and, if within ten (10) fifteen calendar days after the date of the delivery receipt of such notice, any such Holder holder shall so request in writing, the Company shall include in such registration statement all or any part of the Purchased Shares such Registrable Securities such Holder Subscriber requests to be registered, subject to any cutbacks in accordance with guidance provided by the Commission (including, but not limited to, Rule 415). Notwithstanding the foregoing, in the event that, in connection with any underwritten or registered direct public offering, the managing underwriter(s) or lead placement agent thereof, as the case may be, shall impose a limitation on the number of shares of Common Stock which may be included in a registration statement because, in such underwriter(s)’ or placement agent’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 of the Purchased Shares with respect to which a Subscriber has requested inclusion hereunder as the underwriter or placement agent shall permit; provided, however, that (i) the Company shall not exclude any Purchased Shares unless the Company has first excluded all securities outstanding prior to the date of this Agreement, the holders of which are not contractually entitled prior to the Closing Date to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Purchased Shares and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Purchased Shares shall be required made pro rata among the Subscribers seeking to register any Registrable Securities pursuant include Purchased Shares and the holders of other securities having the contractual right to inclusion of their securities in such registration statement in proportion to the number of Purchased Shares or other securities, as applicable, sought to be included by each such Subscriber or other holder. The obligations of the Company under this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated 10 may be waived by the Commission pursuant to the Securities Act or that are the subject any holder of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Companyentitled to registration rights under this Section 10. If the total number of securities, requested by stockholders The holders whose Purchased Shares are included or required to be included in such offering exceeds registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of securities included in such registration statement. In no event shall the liability of any holder of Securities or permitted successor in connection with any Purchased Shares included in any such registration statement be greater in amount than the dollar amount of the net proceeds actually received by such Subscriber upon the sale of the Purchased Shares sold pursuant to such registration or such lesser amount in proportion to all other holders of Securities included in such registration statement. All expenses incurred by the Company in complying with this Section 10, including, without limitation, all registration and filing fees, printing expenses (if required), fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of the NASD, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of registrable securities are called “Selling Expenses.” The Company will pay all Registration Expenses in connection with the registration statement under this Section 10. Selling Expenses in connection with each registration statement under this Section 10 shall be borne by the holder and will be apportioned among such holders in proportion to the number of securities shares included therein for a holder relative to be sold (other than by all the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offeringSecurities included therein for all selling holders, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than or as all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registrationholders may agree.

Piggy-Back Registrations. If, at any time during During the Effectiveness Registration Period, there is not an effective Registration Statement covering all of the Registrable Securities and if the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement (a "Piggyback Registration Statement") relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than securities (except on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit planssuccessor form), then the Company shall deliver send to each Holder a Shareholder written notice of such determination and, if within ten fifteen (1015) days after the date of the delivery of such notice, any such Holder Shareholder shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of the Registrable Securities such Shareholder requests to be registered (provided that the Company shall not be obligated to include Registrable Securities if such Registrable Securities are covered by a Registration Statement pursuant to Section 2.1 which provides for sales during the effective period of the Piggyback Registration Statement, except that if, in connection with any such Holder requests offering for the account of the Company or for the account of others, 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 that such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Shareholder has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Shareholders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be registeredincluded by such Shareholders; provided, however, that the Company shall not be required to register exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which did not initiate the filing of such Registration Statement pursuant to this Section 6(e) that so-called "demand" registration rights or are eligible for resale pursuant not entitled to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection pro rata inclusion with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless (it being agreed that the Holder accepts Shareholders' rights under this Section 2.2 shall be at least co-equal with the terms rights of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success any other holder of the offering piggy back registration rights granted by the Company. If ); and provided, further, however, that, after giving effect to the total number of securitiesimmediately preceding proviso, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registration.any exclusion of

Piggy-Back Registrations. If, at any time during prior to the Effectiveness Period, there is expiration of the Registration Period (as defined in Section 3(a) below) the Company does not an effective have a Mandatory Registration in effect and files with the SEC a Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Holder a Investor written notice of each such determination andfiling, if and if, within ten (10) 15 days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in each such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to register exclude any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by unless the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stockCompany has first excluded all outstanding securities, the Company shall holders of which are not be required contractually entitled to include any inclusion of the Registrable Securities such securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will Registration Statement or are not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders contractually entitled to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible pro rata inclusion with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which (ii) after giving effect to the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in immediately preceding proviso, any such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion (as nearly as practicable to) to the number of Registrable Securities owned or other securities, as applicable, sought to be included by each Holder requesting such Investor or other holder, and (iii) no such reduction shall reduce the amount of Registrable Securities included in the registration below twenty-five (25%) of the total amount of securities included in such registration. No right to registration of Registrable Securities under this Section 2(c) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(c) is an underwritten offering, then each Investor 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 Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering.

Piggy-Back Registrations. IfSubject to the last sentence of this Section 2(c), if at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Holder a Investor written notice of such determination and, if within ten fifteen (1015) days after the effective date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among Investors seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by Investors; provided, however, that the Company shall not be required to register 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 with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of priority registration rights. No right to registration of Registrable Securities under this Section 2(c) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in which Investors are entitled to registration under this Section 2(c) is an underwritten offering, then each Investor 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 Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of Investors pursuant to this Section 6(e2(c) that are eligible for resale shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of the Registration Statement to be filed pursuant to Rule 144 (without volume restrictions or current public information requirementsSection 2(a) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection in accordance with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registrationthis Agreement.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 F-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder Investor not then eligible to sell all of their Registrable Securities under Rule 144 in a three (3) month period, written notice of such determination andand if, if within ten (10) days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Investor requests to be registered; provided. Notwithstanding the foregoing, howeverin the event that, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In in connection with any offering involving an underwriting of shares of the Company’s capital stockunderwritten public offering, the Company managing underwriter(s) thereof shall not be required to include any of impose a limitation on the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to Ordinary Shares which may be included in the Registration Statement because, in such offering exceeds the number of securities underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offeringfacilitate public distribution, then the Company shall be required obligated to include in the offering such Registration Statement only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit; provided,however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to be registered can be included inclusion of such securities in such offering, then Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities that are included in and (ii) after giving effect to the immediately preceding proviso, any such offering shall be allocated among the Holders exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement, in proportion (as nearly as practicable to) to the number of Registrable Securities owned or other securities, as applicable, sought to be included by each Holder requesting registrationsuch Investor or other holder. If an offering in connection with which an Investor is entitled to registration under this Section 6.7 is an underwritten offering, then each Investor 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 Agreement, on the same terms and conditions as other Ordinary Shares included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness of the registration statement for which piggy-back registration has been provided in this Section 6.7, any Event Payments payable to an Investor whose Securities are included in such registration statement shall terminate.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver send to each Holder a Investor who is entitled to registration rights under this Section 1.2(a) written notice of such determination and, if within ten fifteen (1015) days after the effective date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to register any exclusion of Registrable Securities pursuant shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. If an offering in connection with which an Investor is entitled to registration under this Section 6(e1.2(a) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving is an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the underwritten offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the each Investor whose Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among Registration Statement shall, unless otherwise agreed by the Holders of Company, offer and sell such Registrable Securities in proportion (an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as nearly as practicable to) the number other shares of Registrable Securities owned by each Holder requesting registrationCommon Stock included in such underwritten offering.

Piggy-Back Registrations. IfExcept during Suspension Periods as set forth in Section 6.1(e), and as otherwise prohibited by the Securities Purchase Agreement dated as of March 21, 2007 among the Company and certain purchasers identified therein and the Securities Purchase Agreement dated as of November 7, 2008 among the Company and certain purchasers identified therein, if at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder a Purchaser written notice of such determination andand if, if within ten (10) fifteen days after the date of the delivery receipt of such notice, any such Holder Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Purchaser requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) 6.7 that are eligible for resale sale pursuant to Rule 144 (without volume restrictions of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or current public information requirementsunderwriter(s) promulgated by the Commission pursuant should reasonably object to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any inclusion of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between registration statement, then if the Company and its underwritersafter consultation with the managing underwriter should reasonably determine that the inclusion of such Registrable Securities would materially adversely affect the offering contemplated in such registration statement, and then only based on such determination recommends inclusion in such quantity as the underwriters in their sole discretion determine will not jeopardize the success registration statement of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all fewer or none of the Registrable Securities requested to be registered can be included in such offeringof the Purchasers, then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable tox) the number of Registrable Securities owned by each Holder requesting of the Purchasers included in such registration statement shall be reduced pro-rata among such Purchasers (based upon the number of Registrable Securities requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Purchasers shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities; provided, however, that if securities are being offered for the account of other Persons or entities as well as the Company, such reduction of the Registrable Securities of the Purchasers shall be pro rata with the reduction of the securities of such other Persons or entities (other than the Company).

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder not then eligible to sell all of their Registrable Securities under Rule 144 in a three-month period, written notice of such determination andand if, if within ten (10) days after the date of the delivery receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such any Registrable Securities such that the Holder requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to register exclude any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by unless the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stockCompany has first excluded all outstanding securities, the Company shall holders of which are not be required contractually entitled to include any inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities in and (ii) after giving effect to the immediately preceding proviso, any such underwriting unless the Holder accepts the terms exclusion of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company Registrable Securities shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated made pro rata among the Holders of seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion (as nearly as practicable to) to the number of Registrable Securities owned or other securities, as applicable, sought to be included by each such Holder requesting registrationor other holder. If an offering in connection with which a Holder is entitled to registration under this Section 13.3 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 Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness the registration statement for which piggy-back registration has been provided in this Section 13.3, any partial liquidated damages payments payable to an Holder whose Securities are included in such registration statement shall terminate and no longer be payable.

Piggy-Back Registrations. If, If at any time prior to the end of the Registration Period (including during periods when the Effectiveness Period, Company is permitted to suspend the use of the prospectus forming part of the Registration Statements) there is not an effective Registration Statement covering all of the Registrable Securities and Securities, the Company shall determine to prepare and file with the Commission SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver send to each Holder a written notice of such determination andand if, if within ten (10) twenty days after the date of the delivery receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of Ordinary Shares which -21- 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) except in accordance with existing agreements providing for the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stockunderwriter cutbacks, the Company shall not be required to include exclude any of the Registrable Securities in such underwriting unless the Holder accepts Company has first excluded all outstanding securities which are not Registrable Securities and (ii) after giving effect to the terms immediately preceding proviso, any such exclusion of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company Registrable Securities shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated made pro rata among the Holders of seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such registration statement by reason of demand registration rights, in proportion (as nearly as practicable to) to the number of Registrable Securities owned or other securities, as applicable, sought to be included by each such Holder requesting registrationor other holder. If an offering in connection with which a Holder is entitled to registration under this Section 6.11 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 using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other securities of the Company included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness of the registration statement for which piggy-back registration has been provided in this Section 6.11, any payments that after such effectiveness date would otherwise become payable pursuant to Section 6.3 to a Purchaser whose Securities are included in such registration statement shall not become payable so long as such piggy-back registration statement remains effective.

Piggy-Back Registrations. IfIn the event that all Registrable Securities are not registered for resale in connection with the IPO, should the Company, after the IPO and at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and the Company shall Registration Period (as hereinafter defined), determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (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 any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other bona fide employee benefit plans), then the Company shall deliver send to each Holder a Purchaser who is entitled to registration rights under this Section 2(b) written notice of such determination and, if within ten twenty (1020) days after the effective date of the delivery of such noticenotice (as provided for in Section 11(b) hereof), any such Holder Purchaser shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Purchaser requests to be registered, except that 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 distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Purchaser has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Purchasers seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Purchasers; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to register exclude any Registrable Securities pursuant 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 with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 6(e2(b) that are eligible for resale pursuant shall be construed to Rule 144 (without volume restrictions or current public information requirementslimit any registration required under Section 2(a) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statementhereof. In If an offering in connection with any offering involving which a Purchaser is entitled to registration under this Section 2(b) is an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the underwritten offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the each Purchaser whose Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among Registration Statement shall, unless otherwise agreed by the Holders of Company, offer and sell such Registrable Securities in proportion (an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as nearly as practicable to) the number other shares of Registrable Securities owned by each Holder requesting registrationCommon Stock included in such underwritten offering.